PRINCOR SHORT TERM BOND FUND INC
N-1A EL, 1995-12-15
Previous: FIRST TRUST SPECIAL SITUATIONS TRUST SERIES 131, 497, 1995-12-15
Next: PHOENIX DUFF & PHELPS INSTITUTIONAL MUTUAL FUNDS, N-8A, 1995-12-15



                        Jones & Blouch L.L.P. 
                           Suite 405 West 
                   1025 Thomas Jefferson St., N.W. 
                       Washington, D.C.  20007 
                           202-223-3500 



                         December 13, 1995 


Securities and Exchange Commission 
450 Fifth Street, N.W. 
Washington, D.C.  20549 

Attention:  Jeremiah deMichaelis, Branch Chief 
                    Office of Disclosure and Review 
                    Division of Investment Management 

           Re:  Princor Short-Term Bond Fund, Inc. 

Dear Sirs: 

         On behalf of Princor Short-Term Bond Fund, Inc. (the "Fund"), 
which is today filing a notification of registration on Form N-8A 
pursuant to the Investment Company Act of 1940 ("1940 Act") and a 
registration statement on Form N-1A pursuant to the Securities Act 
of 1933 and the 1940 Act, we request cursuory review of the 
registration statement in accordance with the procedures set forth 
in Investment Company Act Release No. 13768 (Feb. 15, 1984).  The 
Fund is one of a series of mutual funds organized by Principal 
Mutual Life Insurance Company of Des Moines, Iowa.  The Fund's 
prospectuses and statement of additional information are combined 
with those of the other Princor Funds.  The Fund will employ 
investment policies and techniques that are substantially the same 
as those of the other Princor Funds, and the disclosures in its 
registration statement are in many respects the same as those in 
the registration statements for the other Princor Funds.  Post- 
effective amendments for the other Princor Funds are also being 
filed today. 

         Please direct any comments or questions on the filing to the 
undersigned. 

                                                              Very truly yours, 

                                                          Jones & Blouch L.L.P. 



                                                        By_____________________
                                                               John W. Blouch 
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    ________

                                     FORM N-1A
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                       and
                             REGISTRATION STATEMENT
                                      under
                       THE INVESTMENT COMPANY ACT OF 1940
                                    ________

                       PRINCOR SHORT-TERM BOND FUND, INC.
               (Exact name of Registrant as specified in Charter)
                          The Principal Financial Group
                             Des Moines, Iowa 50392
                    (Address of principal executive offices)
                                    ________

                         Telephone Number (515) 248-3842
                                    ________

MICHAEL D. ROUGHTON Copy to:
The Principal Financial Group                JOHN W. BLOUCH, L.L.P. 
Des Moines, Iowa  50392                      Suite 405 West 
                                             1025 Thomas Jefferson Street, N.W. 
                                             Washington, DC  20007-0805 

                     (Name and address of agent for service)
                                   __________

                         CALCULATION OF REGISTRATION FEE
                                   __________

                                     Proposed         Proposed 
     Title of           Amount        maximum          maximum       Amount of 
    securities          being     offering price      aggregate    registration 
 being registered     registered     per unit      offering price       fee

   Common Stock      Indefinite        N/A               N/A           $500 
  $.01 Par Value 

Pursuant to the  provisions  of Rule 24f-2 under the  Investment  Company Act of
1940,  Registrant  declares that an indefinite number or amount of it securities
is being registered.

The Registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission  acting  pursuant to said Section 8(a),
may determine. 
<PAGE>
<TABLE>
<CAPTION>
                       Princor Short-Term Bond Fund, Inc.

                       Registration Statement on Form N-1A
                              Cross Reference Sheet

Form N-1A Item                                                    Caption in Prospectus 

Part A 

<S>     <C>                                                       <C>
 1.     Cover Page                                                Princor Short-Term Bond Fund, Inc. 
 2.     Synopsis                                                  Overview
 3.     Condensed Financial Information                           Financial Highlights; 
                                                                       Performance Calculation 
 4.     General Description of Registrant                         Overview; Investment Objectives, Policies 
                                                                       and Restrictions; Certain Investment Policies and 
                                                                       Restrictions 
 5.     Management of the Fund                                    How the Funds are Managed 
 6.     Capital Stock and Other Securities                        Shareholder Rights; Tax Treatment of the Funds, Dividends and 
                                                                       Realized Capital Gains; Additional Information 
 7.     Purchase of Securities Being Offered                      How to Purchase Shares; Offering Price of Funds' Shares;
                                                                       Determination of Net Asset Value of Fund Shares; Distribution
                                                                       and Shareholder Servicing Plans and Fees; How to Exchange
                                                                       Shares; How to Sell Shares
 8.     Redemption or Repurchase                                  How to Sell Shares; General Information about a Fund Account;
                                                                       Periodic Withdrawal Plan
 9.     Legal Proceedings                                         * 


Part B                                                            Statement of Additional Information Caption** 

10.     Cover Page                                                
11.     Table of Contents                                         Table of Contents 
12.     General Information and History                           General Information and History 
13.     Investment Objectives and Policies                        Investment Policies and Restrictions of the Funds;
                                                                       Fund Investments 
14.     Management of the Registrant                              Directors and Officers of the Fund 
15.     Control Persons and Principal Holders                     Directors and Officers of the Fund 
            of Securities 
16.     Investment Advisory and Other Services                    Manager and Sub-Advisor; Cost of Manager's Services;
                                                                       Distribution Plan; Additional Information (P)
17.     Brokerage Allocation                                      Brokerage on Purchases and Sales of Securities 
18.     Capital Stock and Other Securities                        Shareholder Rights (P)
19.     Purchase, Redemption and Pricing of                       How to Purchase Shares; Offering Price of Fund Shares; 
                                                                       Determination of Net Asset Value of Funds' Shares;
20.     Tax Status                                                Tax Treatment of Funds, Dividends and Distributions
21.     Underwriters                                              Offering Price of Funds' Shares
22.     Calculation of Performance Data                           Performance Calculation
23.     Financial Statements                                      Financial Statements

 * Omitted because answer is negative or item is not applicable. 
** Prospectus caption given where appropriate.
</TABLE>



     This  Prospectus  describes  a family  of  investment  companies  ("Princor
Funds") which has been organized by Principal Mutual Life Insurance  Company and
which provides the following range of investment objectives:


                              Growth-Oriented Funds

Princor Balanced Fund, Inc. (formerly known as Princor Managed Fund, Inc.) seeks
to generate a total investment  return  consisting of current income and capital
appreciation  while assuming  reasonable  risks in furtherance of the investment
objective.

Princor Blue Chip Fund,  Inc.  seeks to achieve  growth of capital and growth of
income by investing primarily in common stocks of well capitalized,  established
companies.


Princor Capital  Accumulation  Fund, Inc. seeks to achieve  primarily  long-term
capital  appreciation  and secondarily  growth of investment  income through the
purchase  primarily  of  common  stocks,  but  the  Fund  may  invest  in  other
securities.


Princor  Emerging  Growth  Fund,  Inc.  seeks  to  achieve   long-term   capital
appreciation  by  investing  primarily  in  securities  of  emerging  and  other
growth-oriented companies.

Princor Growth Fund, Inc. seeks growth of capital through the purchase primarily
of common stocks, but the Fund may invest in other securities.

Princor World Fund,  Inc.  seeks  long-term  growth of capital by investing in a
portfolio of equity  securities of companies  domiciled in any of the nations of
the world.

                              Income-Oriented Funds

Princor  Bond  Fund,  Inc.  seeks to  provide  as high a level of  income  as is
consistent with preservation of capital and prudent investment risk.

Princor  Government  Securities  Income Fund, Inc. seeks a high level of current
income,  liquidity and safety of principal by purchasing  obligations  issued or
guaranteed  by the United States  Government  or its agencies,  with emphasis on
Government National Mortgage Association Certificates ("GNMA Certificates"). The
guarantee  by the  United  States  Government  extends  only  to  principal  and
interest. There are certain risks unique to GNMA Certificates.


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


   
              The date of this Prospectus is _________________1996
<PAGE>
    

Princor High Yield Fund, Inc. seeks high current income  primarily by purchasing
high yielding,  lower or non-rated fixed income securities which are believed to
not involve  undue risk to income or  principal.  Capital  growth is a secondary
objective when consistent with the objective of high current income.

   
     Princor High Yield Fund, Inc.  invests  predominantly in lower rated bonds,
     commonly  referred to as "junk  bonds" and may invest 100% of its assets in
     such bonds. Bonds of this type are considered to be speculative with regard
     to payment of interest and return of principal. Purchasers should carefully
     assess the risks associated with an investment in this fund.
     THESE ARE SPECULATIVE SECURITIES.
    

   
Princor  Short-Term  Bond  Fund,  Inc.  seeks a high  level  of  current  income
consistent with a relatively high level of principal stability by investing in a
portfolio of securities with a dollar weighted average maturity of five years or
less.
    

Princor  Tax-Exempt  Bond Fund,  Inc.  seeks as high a level of  current  income
exempt from federal income tax as is consistent  with  preservation  of capital.
The Fund seeks to achieve  its  objective  primarily  through  the  purchase  of
investment grade quality tax-exempt fixed income obligations.

Princor  Utilities  Fund,  Inc.  seeks to provide  current  income and long-term
growth of income and capital by  investing  primarily in equity and fixed income
securities of companies in the public utilities industry.

                               Money Market Funds

Princor Cash  Management  Fund,  Inc. seeks as high a level of income  available
from  short-term  securities as is considered  consistent  with  preservation of
principal  and  maintenance  of  liquidity  by investing in a portfolio of money
market instruments.

Princor  Tax-Exempt Cash Management  Fund, Inc. seeks,  through  investment in a
professionally   managed  portfolio  of  high  quality,   short-term   Municipal
Obligations,  as high a level of current  interest  income  exempt from  federal
income tax as is  consistent  with  stability of principal  and  maintenance  of
liquidity.

   
Each of the Princor Funds,  except the Tax-Exempt  Bond Fund and Tax-Exempt Cash
Management Fund, offers three classes of shares:  Class A shares, Class B shares
and Class R shares. The Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund
offer only two classes of shares:  Class A shares and Class B shares. Each class
is sold pursuant to different sales  arrangements and bears different  expenses.
Only Class A and Class B shares are offered  through this  Prospectus.  For more
information about the different sales arrangements, see "How to Purchase Shares"
and "Offering Price of Fund's Shares ." For information  about various  expenses
borne by each class, see "Overview."
    

Shares  of the Funds are not  deposits  or  obligations  of,  or  guaranteed  or
endorsed by, any financial  institution,  nor are shares of the Funds  federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency.

An investment in any of the Funds is neither  insured nor guaranteed by the U.S.
Government.  There can be no  assurance  the Money  Market Funds will be able to
maintain a stable net asset value of $1.00 per share.

This Prospectus  concisely  states  information  about the Princor Funds that an
investor should know before investing. It should be read and retained for future
reference.

   
Additional  information  about the Funds has been filed with the  Securities and
Exchange  Commission,  including  a document  called a Statement  of  Additional
Information  dated ________ _, 1996 which is incorporated  by reference  herein.
The Statement of Additional  Information and a Prospectus for Class R shares can
be  obtained  free of charge by writing  or  telephoning  the  Funds'  principal
underwriter: Princor Financial Services Corporation, P.O. Box 10423, Des Moines,
IA 50306. Telephone 1-800-247-4123.
                                    
                               TABLE OF CONTENTS


                                                                  Page


   
Overview..........................................................   4  
Financial Highlights..............................................  10 
Investment Objectives, Policies andRestrictions...................  20
         Growth-Oriented Funds....................................  20
         Income-Oriented Funds....................................  23
         Money Market Funds.......................................  30
         Certain Investment Policies and Restrictions.............  33
Risk Factors......................................................  34
How the Funds are Managed.........................................  35 
How to Purchase Shares............................................  37
Offering Price of Funds' Shares...................................  39
Distribution and Shareholder Servicing Plans and Fees.............  40 
Determination of Net Asset Value of Funds'  Shares................  41
Distribution of Income Dividends and Realized Capital Gains.......  41 
Tax Treatment of the Funds, Dividends and Distributions ..........  43
How to  Exchange  Shares..........................................  44 
How to  Sell Shares...............................................  45
Periodic Withdrawal  Plan.........................................  47
Performance Calculation...........................................  48
General Information About a Fund Account..........................  48
Retirement  Plans.................................................  50
Shareholder Rights................................................  50
Additional Information............................................  51
    

     This  Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, the securities of any of the Funds in any jurisdiction in which
such sale, offer to sell, or solicitation  may not be lawfully made.  Currently,
shares of the Funds are not available  for sale in New Hampshire or Vermont,  in
any U.S.  possession  or in Canada  or any other  foreign  country.  No  dealer,
salesperson,  or other person has been  authorized to give any information or to
make any  representations,  other than those  contained in this  Prospectus,  in
connection with the offer contained in this  Prospectus,  and, if given or made,
such other information or representations must not be relied upon as having been
authorized  by the Funds or the Funds  Manager.  Because the Princor Funds use a
combined Prospectus there may be a possibility that one Fund might become liable
for any misstatements,  inaccuracy,  or incomplete  disclosure in the Prospectus
concerning another Fund.

OVERVIEW

     The  following  overview  should be read in  conjunction  with the detailed
information appearing elsewhere in the Prospectus.

   
     The  Princor  Funds  are  separately  incorporated,   open-end  diversified
management investment  companies.  Each of the Funds, except the Tax-Exempt Bond
Fund and Tax-Exempt Cash Management Fund, offers three classes of shares:  Class
A, Class B and Class R shares.  The  Tax-Exempt  Bond Fund and  Tax-Exempt  Cash
Management Fund offer only Class A and Class B shares.  Only Class A and Class B
Shares are offered through this Prospectus.
    

What it Costs to Invest

   
     There are costs to acquire and own many types of investments. Shares of the
Princor Funds are no exception.  The tables on the next page depict the fees and
expenses  applicable  to the  purchase  and  ownership  of shares of each of the
Funds.  Table A depicts  Class A shares and is based on amounts  incurred by the
Funds  during the fiscal  year  ended  October  31,  1995,  except as  otherwise
indicated.  Table B depicts  Class B shares and is based on amounts  incurred by
the Funds' during the fiscal year ended October 31, 1995. The tables included as
examples  indicate the  cumulative  expenses an investor would pay on an initial
$1,000 investment that earns a 5% annual return.  Example A assumes the investor
redeems  the  shares  and  Example B assumes  the  investor  does not redeem the
shares.  The  examples  are  based  on each  Fund's  Annual  Operating  Expenses
described in Tables A and B. Please  remember  that the  examples  should not be
considered a  representation  of future expenses and that actual expenses may be
greater or less than those shown.
    
<TABLE>
<CAPTION>
   
                                             CLASS A SHARES
     TABLE A
                                                                           Shareholder Transaction Expenses *
                                                            Maximum Sales Load Imposed                   Contingent
                                                                  on Purchases                         Deferred Sales
                       Fund                             (as a percentage of offering price)                Charge
     All Funds Except the Short-Term Bond Fund
        and Money  Market Funds                                        4.75%                                None**
     Short-Term Bond Fund                                              1.50%                                None**
     Money Market Funds                                                None                                 None




                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                    Management            12b-1           Other            Total Operating
                       Fund                             Fee                Fee           Expenses             Expenses             
<S>                                                    <C>                <C>             <C>                   <C>  
     Balanced Fund                                     .60%               .25%            .52%                  1.37%
     Blue Chip Fund                                    .50                .25             .63                   1.38
     Bond Fund                                         .50                .24             .20                    .94***
     Capital Accumulation Fund                         .45                .11             .19                    .75
     Cash Management Fund                              .38                None            .34                    .72***
     Emerging Growth Fund                              .64                .25             .58                   1.47
     Government Securities Income Fund                 .46                .19             .22                    .87
     Growth Fund                                       .48                .22             .46                   1.16
     High Yield Fund                                   .60                .25             .60                   1.45
     Short-Term Bond Fund                              .50                .15             .15                    .80****
     Tax-Exempt Bond Fund                              .48                .20             .15                    .83
     Tax-Exempt Cash Management Fund                   .50                None            .19                    .69***
     Utilities Fund                                    .60                .25             .45                   1.30
     World Fund                                        .74                .25             .64                   1.63

<FN>
     * A wire charge of up to $6.00 will be deducted for all wire transfers.
     **Purchases  of $1  million or more are not  subject to an initial  sales
     charge but may be subject to a  contingent  deferred  sales  chargeof  .75%
     (.25% for Short-Term Bond Fund) on redemptions  that occur within 18 months
     of purchase.  See  "Offering  Price of Funds'  Shares."  
     *** After  waiver.
     ****Estimated expenses after waiver.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                                                CLASS B SHARES
    TABLE B                                                            Shareholder Transaction Expenses*
                                                                                           Contingent Deferred Sales Charge
                                                       Maximum Sales Load                   (as a percentage of the lower of
                                                      Imposed on Purchases                    the original purchase price         
                    Fund                       (as a percentage of offering price)               or redemption proceeds)

     All Funds Except Short-Term Bond Fund                     None                       4.0% in the first two years, declining
                                                                                          to 1% in the sixth year and eliminated
                                                                                          thereafter

     Short-Term Bond Fund                                      None
                                                                                          1.25% in the first two years, declining
                                                                                          to .25% in the sixth year and eliminated
                                                                                          thereafter.

                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                    Management          12b-1            Other           Total Operating
                  Fund                                 Fee               Fee            Expenses            Expenses

<S>                                                    <C>               <C>              <C>                 <C>  
     Balanced Fund                                     .60%              .88%             .43%                1.91%
     Blue Chip Fund                                    .50               .84              .56                 1.90
     Bond Fund                                         .50               .89              .20                 1.59**
     Capital Accumulation Fund                         .45               .88              .17                 1.50
     Cash Management Fund                              .38               .75              .29                 1.42**
     Emerging Growth Fund                              .64               .91              .49                 2.04
     Government Securities Income Fund                 .46               .90              .17                 1.53
     Growth Fund                                       .48               .90              .42                 1.80
     High Yield Fund                                   .60               .91              .59                 2.10
     Short-Term Bond Fund                              .50               .50              .15                 1.15***
     Tax-Exempt Bond Fund                              .48               .92              .11                 1.51
     Tax-Exempt Cash Management Fund                   .50               .75              .17                 1.42**
     Utilities Fund                                    .60               .92              .29                 1.81
     World Fund                                        .74               .91              .54                 2.19

<FN>
     *  A wire charge of up to $6.00 will be deducted for all wire transfers.
     ** After waiver.
     ***Estimated expense after waiver.
</FN>
</TABLE>
    
<PAGE>
<TABLE>
<CAPTION>
   
  Example A


     You would pay the following  expenses on a $1,000  investment,  assuming (1) 5% annual return and (2) redemption at the end of
     each time period:                             1 Year             3 Years             5 Years           10 Years (a)
                                             -----------------   -----------------   -----------------   -----------------
                                             Class A   Class B   Class A   Class B   Class A   Class B   Class A   Class B
                     Fund                    Shares    Shares    Shares    Shares    Shares    Shares    Shares    Shares

<S>                                            <C>       <C>       <C>       <C>      <C>       <C>       <C>        <C>
     Balanced Fund                             $61       $61       $89       $93      $119      $126      $204       $203
     Blue Chip Fund                            $61       $61       $89       $93      $119      $126       $205      $202
     Bond Fund                                 $57       $58       $76       $83       $97      $110       $157      $163
     Capital Accumulation Fund                 $55       $57       $70       $81       $87      $106       $136      $149
     Cash Management Fund                       $7       $56       $23       $78       $40      $101        $89      $142
     Emerging Growth Fund                      $62       $62       $92       $97      $124      $133       $215      $215
     Government Securities Income Fund         $56       $57       $74       $82       $93      $107       $150      $156
     Growth Fund                               $59       $60       $83       $90      $108      $121       $182      $187
     High Yield Fund                           $62       $62       $91       $98      $123      $136       $213      $219
     Short-Term Bond Fund                      $23       $25       $40       $45       --        --         --        --
     Tax-Exempt Bond Fund                      $56       $57       $73       $81       $91      $106       $145      $153
     Tax-Exempt Cash Management Fund            $7       $56       $22       $78       $38      $101        $86      $141
     Utilities Fund                            $60       $59       $87       $87      $115      $117       $197      $187
     World Fund                                $63       $63       $96      $101      $132      $140       $232      $232
</TABLE>
<TABLE>
<CAPTION>
  Example B

     You would pay the following  expenses on the same  investment,  assuming no redemption:
                                                  1 Year             3  Years            5  Years            10 Years(a)  
                                             Class A   Class B   Class A   Class  B  Class  A  Class B    Class A   Class B
                     Fund                    Shares     Shares    Shares    Shares    Shares    Shares     Shares    Shares

<S>                                            <C>       <C>       <C>       <C>      <C>       <C>       <C>        <C>
     Balanced Fund                             $61       $19       $89       $60      $119      $103      $204       $203
     Blue Chip Fund                            $61       $19       $89       $60      $119      $103       $205      $202
     Bond Fund                                 $57       $16       $76       $50       $97       $87       $157      $163
     Capital Accumulation Fund                 $55       $15       $70       $47       $87       $82       $136      $149
     Cash Management Fund                       $7       $14       $23       $45       $40       $78        $89      $142
     Emerging Growth Fund                      $62       $21       $92       $64      $124      $110       $215      $215
     Government Securities Income Fund         $56       $16       $74       $48       $93       $83       $150      $156
     Growth Fund                               $59       $18       $83       $57      $108       $97       $182      $187
     High Yield Fund                           $62       $21       $91       $66      $123      $113       $213      $219
     Short-Term Bond Fund                      $23       $12       $40       $37       --        --         --        --
     Tax-Exempt Bond Fund                      $56       $15       $73       $48       $91       $82       $145      $153
     Tax-Exempt Cash Management Fund            $7       $14       $22       $45       $38       $78        $86      $141
     Utilities Fund                            $60       $17       $87       $54      $115       $93       $197      $187
     World Fund                                $63       $22       $96       $69      $132      $117       $232      $232

<FN>
     (a) The amount in this column  reflects the conversion of Class B shares to
     Class A shares seven years after the initial purchase.
    
</FN>
</TABLE>
     The purpose of the preceding  tables is to help  investors  understand  the
various  expenses that they will bear either  directly or  indirectly.  Although
Annual Fund Operating Expenses shown in the Expense Table for Class A shares are
generally based upon each Fund's actual expenses, the 12b-1 Plan adopted by each
of the Funds  (except the Money Market Funds which have no such Plan for Class A
shares)  permits the  Underwriter  to retain an annual fee of up to .25% of each
Fund's  average  net  assets.  A portion  of this  annual fee is  considered  an
asset-based  sales charge.  Thus, it is  theoretically  possible for a long-term
shareholder  of Class A shares,  whether  acquired  directly or by conversion of
Class B  shares,  to pay  more  than  the  economic  equivalent  of the  maximum
front-end  sales  charges  permitted by the National  Association  of Securities
Dealers.  See "Distribution  and Shareholder  Servicing Plans and Fees", "How to
Purchase Shares" and "How the Funds are Managed."

   
     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management and Tax-Exempt Cash Management Funds throughout the fiscal year ended
October 31, 1995.  Without these  waivers,  total  operating  expenses  actually
incurred by the Funds for the fiscal year ended October 31, 1995 for the Class A
shares  would  have  amounted  to  1.02%  for the Bond  Fund,  .78% for the Cash
Management  Fund, .84% for Tax-Exempt Cash Management  Fund, and for the Class B
shares,  1.62% for the Bond Fund,  1.63% for Cash Management Fund, and 1.89% for
Tax-Exempt Cash  Management  Fund. The Manager intends to continue its voluntary
waiver and, if necessary,  pay expenses  normally payable by each of these Funds
through  February  28,  1997 in an amount  that will  maintain a total  level of
operating  expenses which as a percent of average net assets  attributable  to a
class on an annualized basis during the period will not exceed,  for the Class A
shares,  .95% for the Bond Fund and .75% for the Money Market Funds, and for the
Class B shares,  1.70% for the Bond Fund and 1.75% for the Money  Market  Funds.
The foregoing  examples assume the continuation of these waivers  throughout the
periods shown.  The  Manager  voluntarily  waived a  portion  of its fee for the
Utilities  Fund through  February 29, 1996 in an amount that  maintained a total
level  of  operating   expenses  which  as  a  percent  of  average  net  assets
attributable to a class on an annualized  basis during the period did not exceed
1.10%  for the Class A shares  and 1.85% for Class B shares.  See "How the Funds
are Managed."
    

   
The Manager intends to voluntarily waive its fee and, if necessary, pay expenses
normally  payable by the Short-Term Bond Fund through  February 28, 1997 in such
amounts  that will  maintain  a total  level of  operating  expenses  which as a
percent of average net assets  attributable  to a class on an  annualized  basis
will not exceed  .90% for Class A shares  and 1.25% for Class B shares.  Without
this waiver, estimated annual total operating expenses incurred by each class of
shares  would  amount to  approximately  1.10% for Class A shares  and 1.35% for
Class B shares.
    

What the Funds Offer Investors

     Shares of the Funds are  purchased by investors as a means to achieve their
financial  objectives.  Investor  objectives range from  accumulating a vacation
fund or investing for  retirement or a child's  education to generating  current
income.  Investors purchase shares of Funds that have investment objectives that
match their own financial  objectives.  The Funds also offer a choice of varying
levels of  investment  risks to enable the  investor to choose one or more Funds
the investor believes is a prudent  investment given the investor's  willingness
to assume various risks. The Funds offer:

     Professional  Investment Management:  Princor Management Corporation is the
Manager  for each of the  Funds.  The  Manager  employs  experienced  securities
analysts to provide shareholders with professional  investment  management.  The
Manager  decides how and where to invest Fund assets.  Investment  decisions are
based on research into the  financial  performance  of individual  companies and
specific  securities  issues,  taking into account  general  economic and market
trends. See "How the Funds are Managed."

     Diversification:  Mutual Funds allow shareholders to diversify their assets
across  dozens of  securities  issued by a number of  issuers.  In  addition,  a
shareholder  may  further  diversify  by  investing  in  several  of the  Funds.
Diversification reduces investment risk.

     Economies  of  Scale:   Pooling  individual   shareholders'  money  creates
administrative   efficiencies   and,  in  certain  Funds,   saves  on  brokerage
commissions  through round-lot orders and quantity  discounts.  By pooling money
with other investors, shareholders can invest indirectly in many more securities
than they could on their own.

     Liquidity: Upon request, each Fund will redeem all or part of an investor's
shares and promptly pay the current net asset value of the shares redeemed, less
any applicable contingent deferred sales charge. See "How to Sell Shares."

     Dividends:   Each  Fund  will  normally   declare  a  dividend  payable  to
shareholders from investment income in accordance with its distribution  policy.
Dividends  payable for Class B shares will be lower than  dividends  payable for
Class A shares.  See  "Distribution  of Income  Dividends  and Realized  Capital
Gains."

     Convenient Investment and Recordkeeping Services:  Generally,  shareholders
of any of the Funds  (except the Money Market Funds) will receive a statement of
account  each  time  there is a  transaction  that  effects  their  account  and
shareholders  of the Money  Market  Funds will  receive a monthly  statement  of
account. However, certain shareholders will receive quarterly statements in lieu
of  other  statements.  See  "General  Information  About  a Fund  Account."  In
addition,  shareholders  may complete  certain  transactions  and access account
information by telephoning 1-800-247-4123.

Investment Objectives of the Funds

                               Growth-Oriented Funds
           Fund                                  Investment Objectives

Princor Balanced Fund, Inc.          Total  investment   return  consisting  of
                                     current  income  and  capital appreciation
                                     while  assuming  reasonable  risks in  
                                     furtherance  of this objective.

Princor Blue  Chip   Fund, Inc.      Growth of capital and growth of   income. 
                                     In seeking to achieve its objective, the
                                     Fund  will  invest primarily in common  
                                     stocks  of well-capitalized, established
                                     companies which the Fund's Manager believes
                                     to  have the  potential for growth of 
                                     capital, earnings and dividends.

Princor Capital Accumulation 
Fund, Inc.                           Long-term capital appreciation  with a 
                                     secondary objective of growth  of 
                                     investment income. The Fund  seeks to
                                     achieve its objectives primarily  through
                                     the purchase  of common stocks, but the 
                                     Fund may invest in other securities.

Princor Emerging Growth Fund, Inc.   Long-term capital appreciation.The Fund 
                                     invests primarily in securities of emerging
                                     and other growth-oriented companies.

Princor Growth Fund, Inc.            Growth of capital.  The Fund seeks to 
                                     achieve its  objective  through the
                                     purchase  primarily  of common  stocks, but
                                     the Fund may invest in other securities.

Princor World Fund, Inc.             Long-term  growth  of  capital  by 
                                     investing  in a  portfolio  of equity 
                                     securities of companies domiciled in any of
                                     the nations of the world.

                            Income-Oriented Funds

          Fund                                  Investment Objectives

Princor Bond Fund, Inc.              As high a level of income as is  consistent
                                     with  preservation of capital and prudent  
                                     investment risk. This Fund invests 
                                     primarily in investment-grade bonds.

Princor Government Securities 
Income Fund, Inc.                    A high level of current income, liquidity 
                                     and safety of principal.  The Fund seeks to
                                     achieve its objective  through the purchase
                                     of  obligations issued or  guaranteed  by 
                                     the United  States  Government or its 
                                     agencies, with emphasis on Government  
                                     National Mortgage Association  Certificates
                                     ("GNMA  Certificates").  Fund  shares  are 
                                     not  guaranteed  by the United States 
                                     Government.

Princor High Yield Fund, Inc.        High  current  income.  Capital  growth  is
                                     a secondary objective when consistent  with
                                     the  objective  of high  current-income.  
                                     The Fund  will invest primarily in high 
                                     yielding, lower or non-rated fixed-income 
                                     securities (commonly known as "junk 
                                     bonds").

   
Princor Short-Term Bond Fund,  Inc.  A high level  of  current income consistent
                                     with a  relatively high level of principal
                                     stability by investing in a portfolio of 
                                     securities  with a dollar weighted average
                                     maturity of five years or less.
    

Princor Tax-Exempt Bond Fund, Inc.   As high a level of current interest income
                                     exempt from federal income tax as  is  
                                     consistent with  preservation of  capital.
                                     This Fund invests primarily in investment-
                                     grade, tax-exempt, fixed-income 
                                     obligations.

Princor Utilities Fund, Inc.         Current income and long-term growth of 
                                     income  and  capital. The Fund  invests
                                     primarily in equity and fixed-income  
                                     securities  of companies engaged in the 
                                     public utilities industry.


                             Money Market Funds

         Fund                                   Investment Objectives

Princor Cash Management Fund, Inc.   As high a level of current income available
                                     from short-term securities as is considered
                                     consistent with preservation of principal
                                     and maintenance of liquidity. The Fund   
                                     invests in money market instruments.

Princor Tax-Exempt Cash
Management Fund, Inc.                As high a level of current interest income
                                     exempt from federal income tax as is 
                                     consistent  with stability of principal and
                                     the maintenance of liquidity.  The  Fund  
                                     invests in high-quality, short-term 
                                     municipal obligations.

     There can be no  assurance  that the  investment  objectives  of any of the
Funds will be realized. See "Investment Objectives, Policies and Restrictions."

The Risks of Investing

     Because  the  Funds  have  different  investment  objectives,  each Fund is
subject to varying  degrees of  financial  and market  risks and current  income
volatility.  Financial  risk  refers  to  the  earnings  stability  and  overall
financial  soundness of an issuer of an equity security and to the ability of an
issuer of a debt  security to pay interest and principal  when due.  Market risk
refers to the degree to which the price of a  security  will react to changes in
conditions in securities  markets in general and, with  particular  reference to
debt  securities,  to changes in the overall  level of interest  rates.  Current
income  volatility  refers to the degree and rapidity  with which changes in the
overall level of interest rates become  reflected in the level of current income
of a  Fund.  See  "Risk  Factors",  and  "Investment  Objectives,  Policies  and
Restrictions."

How to Buy Shares

     An  individual   investor  can  become  a  shareholder  by  completing  the
application that accompanies this Prospectus and mailing it, along with a check,
to Princor Financial Services Corporation  ("Princor"),  a broker-dealer that is
also the principal  underwriter  for the Funds.  The initial  investment for the
Growth-Oriented  Funds must be at least $300 and the initial  investment for the
Income-Oriented Funds and Money Market Funds must be at least $1,000. An IRA may
be  established  with a minimum of $250.  See  "Retirement  Plans."  The minimum
subsequent  investment  is $50 ($100  for Money  Market  Funds).  Lower  minimum
initial and subsequent  purchase  amounts are available to shareholders who make
regular periodic  investments under a Systematic  Accumulation Plan. See "How to
Purchase Shares." Class B shares of the Money Market Funds may only be purchased
by an exchange from other Class B shares. See "How to Exchange Shares."

   
     Each Fund offers three classes of shares through  Princor and other dealers
which  it  selects.  Only  two  classes  of  shares  are  offered  through  this
Prospectus,  Class A shares and Class B shares.  The two  classes of shares bear
sales charges in different forms and amounts and bear different expense levels.
    

   
     Class A shares.  An investor who purchases  less than $1 million of Class A
shares of any of the Princor  Funds (except the Money Market Funds) pays a sales
charge at the time of  purchase.  The sales  charge  ranges from a high of 4.75%
(1.50% for Short-Term Bond Fund) on purchases of up to $50,000 to a low of 0% on
purchases of $1 million or more.  Purchases of $1 million or more are subject to
a .75% (.25% of the  Short-Term  Bond Fund)  contingent  deferred  sales  charge
applicable  for  redemptions  that  occur  within  18  months  from  the date of
purchase. Certain purchases of Class A shares qualify for reduced sales charges.
See "How to Purchase  Shares" and  "Offering  Price of Funds'  Shares."  Class A
shares for each of the Funds  (except the Money Market Funds)  currently  bear a
12b-1 fee at the annual rate of up to 0.25% (.15% for the Short-Term  Bond Fund)
of  the  Fund's  average  net  assets   attributable  to  Class  A  shares.  See
"Distribution and Shareholder  Servicing Plans and Fees." All shares outstanding
as of the close of business on December 2, 1994 have been  classified as Class A
shares.

     Class A shares of the Money Market Funds are sold without a sales charge at
the net asset  value  next  determined  after  receipt  of an order.  Under most
circumstances,  the net asset  value will  remain  constant  at $1.00 per share;
however, there can be no assurance that the net asset value will not change.


Class B shares.  Class B shares for each Fund are sold without an initial  sales
charge,  but are subject to a declining  contingent  deferred sales charge which
begins at 4% (1.25% for the  Short-Term  Bond Fund) and  declines to zero over a
six-year  schedule.  Class B shares of the Money  Market  Funds may be purchased
only by exchange  from other Class B shares.  Class B shares bear a higher 12b-1
fee than Class A shares,  currently  at the annual  rate of 1.00%  (.50% for the
Short-Term  Bond Fund) of the Fund's average net assets  attributable to Class B
shares. Class B shares will automatically  convert into Class A shares, based on
relative  net asset value,  approximately  seven years after  purchase.  Class B
shares provide an investor the benefit of putting all of the investor's  dollars
to work from the time the investment is made, but (until conversion) will have a
higher  expense  ratio and pay lower  dividends  than  Class A shares due to the
higher 12b-1 fee.  See "How to Purchase  Shares" and  "Offering  Price of Funds'
Shares." Class B shares were first offered to the public on December 9, 1994.
    

How to Exchange Shares

   
     Shares of Princor  Funds may be  exchanged  for shares of the same Class of
other Princor Funds without a sales charge or  administrative  fee under certain
conditions  as described  under "How to Exchange  Shares." In addition,  Class A
shares of the Money Market Funds acquired by direct  purchase or reinvestment of
dividends  on  such  shares  may  be  exchanged   for  Class  B  shares  of  any
Growth-Oriented or Income-Oriented Fund. Shares may be exchanged by telephone or
written  request.  An exchange is a sale for tax purposes.  Also,  dividends and
capital  gains  distributions  from shares of a Class of one Princor Fund may be
automatically  "cross-reinvested" in shares of the same Class of another Princor
Fund. See "Distribution of Income Dividends and Realized Capital Gains."
    

How to Sell Shares

   
     Shareholders  may sell (redeem) shares by mail or by telephone.  Redemption
proceeds will  generally be mailed to the  shareholder  on the next business day
after  the   redemption   request  is  received  in  good  order.   Upon  proper
authorization  certain  redemptions may be processed  through a selected dealer.
Automatic  redemptions of a specified amount may also be made through a Periodic
Withdrawal Plan. In addition, shareholders of Class A shares of the Money Market
Funds may redeem shares by writing a check against their account  balance and by
establishing a preauthorized withdrawal service on their account. Redemptions of
Class A shares are generally  made at net asset value with out charge.  However,
Class A share purchases of $1 million or more may be subject to a .75% (.25% for
the Short-Term Bond Fund) contingent deferred sales charge if redeemed within 18
months of purchase.  Redemptions  of Class B shares within six years of purchase
will generally be subject to a contingent  deferred sales charge.  See "Offering
Price of Funds' Shares" and "How to Sell Shares."
    

FINANCIAL HIGHLIGHTS

   
     The following financial  highlights for each of the ten years in the period
ended  October 31, 1995,  or since the Fund's  inception if a shorter  period of
time,  have been derived from  financial  statements  which have been audited by
Ernst  &  Young  LLP,  independent  auditors,  whose  report  thereon  has  been
incorporated by reference  herein.  The financial  highlights  should be read in
conjunction  with the financial  statements,  related notes and other  financial
information  for each Fund  incorporated  by  reference  herein.  The  financial
statements,  which contain additional  information  regarding the performance of
the Funds,  may be obtained by  shareholders,  without  charge,  by  telephoning
1-800-451-5447.
    


                       This page left blank intentionally.

<PAGE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS


Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions                   
                                                          Net Realized
                                                               and                                                                

                                       Net Asset    Net    Unrealized     Total     Dividends                              Net Asset
                                       Value at   Invest-     Gain        from      from Net   Distributions               Value at
                                       Beginning   ment     (Loss) on   Investment Investment      from          Total        End  
                                       of Period  Income   Investments  Operations    Income   Capital Gains Distributions of Period

   
   Princor Balanced Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>          <C>        <C>          <C>          <C>           <C>  
       1995                             $12.43     $.41      $1.31        $1.72      $(.36)       $(.05)        $(.41)       $13.74 
       1994                              13.26      .32       (.20)         .12       (.40)        (.55)         (.95)        12.43 
       1993                              12.78      .35      1 .14         1.49       (.37)        (.64)        (1.01)        13.26 
       1992                              11.81      .41        .98         1.39       (.42)          -           (.42)        12.78 
       1991                               9.24      .46       2.61         3.07       (.50)          -           (.50)        11.81 
       1990                              11.54      .53      (1.70)       (1.17)      (.59)        (.54)        (1.13)         9.24 
       1989                              11.09      .61        .56         1.17       (.56)        (.16)         (.72)        11.54
     Period Ended October 31, 1988(c)     9.96      .40       1.02         1.42       (.29)          -           (.29)        11.09 

     Class B
     Period Ended October 31, 1995(f)    11.80      .31       1.90         2.21       (.30)          -           (.30)        13.71 

   Princor Blue Chip Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              12.45      .24       2.55         2.79       (.21)          -           (.21)        15.03 
       1994                              11.94      .20        .57          .77       (.26)          -           (.26)        12.45 
       1993                              11.51      .21        .43          .64       (.18)        (.03)         (.21)        11.94
       1992                              10.61      .17        .88         1.05       (.15)          -           (.15)        11.51
     Period Ended October 31, 1991(g)    10.02      .10        .57          .67       (.08)          -           (.08)        10.61

     Class B
     Period Ended October 31, 1995(f)    11.89      .15       3.10         3.25       (.15)          -           (.15)        14.99

   Princor Capital Accumulation
   Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              20.83      .45       3.15         3.60       (.39)        (.35)         (.74)        23.69
       1994                              21.41      .39        .93         1.32       (.41)       (1.49)        (1.90)        20.83
       1993                              21.34      .43       1.67         2.10       (.43)       (1.60)        (2.03)        21.41 
       1992                              19.53      .45       1.82         2.27       (.46)          -           (.46)        21.34 
       1991                              14.31      .49       5.24         5.73       (.51)          -           (.51)        19.53
       1990                              18.16      .52      (3.64)       (3.12)      (.40)        (.33)         (.73)        14.31
     Four Months Ended 
     October 31, 1989 (h)                19.11      .18       (.06)         .12       (.29)        (.78)        (1.07)        18.16 
     Year Ended June 30,
       1989                              18.82      .53       1.10         1.63       (.51)        (.83)        (1.34)        19.11
       1988                              21.66      .44      (1.06)        (.62)      (.41)       (1.81)        (2.22)        18.82
       1987                              20.47      .31       3.33         3.64       (.30)       (2.15)        (2.45)        21.66
       1986                              16.60      .61       4.94         5.55       (.72)        (.96)        (1.68)        20.47

     Class B
     Period Ended October 31, 1995(f)    19.12      .33       4.46         4.79       (.30)          -           (.30)        23.61
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                        Ratios/Supplemental Data

                                                                             
                                                                                 Ratio of Net
                                                                     Ratio of     Investment
                                                    Net Assets at   Expenses to   Income to    Portfolio
                                           Total    End of Period     Average      Average     Turnover
                                          Return(a) (in thousands)  Net Assets   Net Assets      Rate

   Princor Balanced Fund, Inc.(b)
        Class A
     Year Ended October 31,
<S>    <C>                                <C>        <C>              <C>          <C>          <C>            
       1995                                14.18%    $  57,125        1.37%        3.21%        35.8%
       1994                                  .94%       53,366        1.51%        2.70%        14.4%
       1993                                12.24%       39,952        1.35%        2.78%        27.5%
       1992                                11.86%       31,339        1.29%        3.39%        30.6%
       1991                                34.09%       23,372        1.30%        4.25%        23.6%
       1990                               (11.28)%      18,122        1.32%        5.22%        33.7%
       1989                                11.03%       20,144        1.25%        5.45%        30.2%
     Period Ended October 31, 1988(c)     12.42%(d)     16,282        1.12%(e)     4.51%(e)     65.2%(e)

     Class B
     Period Ended October 31, 1995(f)     18.72%(d)      1,263        1.91%(e)     2.53%(e)     35.8%(e)

   Princor Blue Chip Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               22.65%        35,212       1.38%         1.83%        26.1%
       1994                                6.58%        27,246       1.46%         1.72%         5.5%
       1993                                5.65%        23,759       1.25%         1.87%        11.2%
       1992                                9.92%        19,926       1.56%         1.49%        13.5%
     Period Ended October 31, 1991(g)      6.37%(d)     12,670       1.71%(e)      1.67%(e)      0.4%(e)

     Class B
     Period Ended October 31, 1995(f)     26.94%(d)      1,732       1.90%(e)       .97%(e)     26.1%(e)

   Princor Capital Accumulation
   Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               17.94%       339,656        .75%         2.08%        46.0%
       1994                                6.67%       285,965        .83%         2.02%        31.7%
       1993                               10.42%       240,016        .82%         2.16%        24.8%
       1992                               11.67%       190,301        .93%         2.17%        38.3%
       1991                               40.63%       152,814        .99%         2.72%        19.7%
       1990                              (17.82)%      109,507       1.10%         3.10%        27.7%
     Four Months Ended 
     October 31, 1989(h)                    .44%(d)    122,685       1.10%(e)      2.87%(e)     19.7%(e)
     Year Ended June 30,
       1989                                9.53%       117,473       1.00%         3.04%        28.1%
       1988                               (2.30)%       97,147        .96%         2.40%        27.9%
       1987                               20.93%        93,545        .98%         1.73%        20.0%
       1986                               36.51%        55,763        .93%         3.59%        44.5%

     Class B
     Period Ended October 31, 1995(f)     25.06%(d)      2,248       1.50%(e)      1.07%(e)     46.0%(e)

<FN>
Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge or contingent
     deferred sales charge.

(b)  Effective  December 5, 1994, the name of Princor Managed Fund, Inc. was
     changed to Princor Balanced Fund, Inc.

(c)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.08 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the Fund incurred net realized and unrealized losses
     on investments of $.12 per share during this initial interim  period.  This
     represented  activities of the fund prior to the initial public offering of
     fund shares.

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period  from  December  9,1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  The  Growth  Funds  Class  B  shares
     recognized  no net  investment  income  for the  period  from  the  initial
     purchase of Class B shares on December  5, 1994  through  December 8, 1994.
     The Growth Funds Class B shares incurred unrealized loss during the initial
     interim period as follows.  This  represented  Class B share  activities of
     each fund prior to the initial public offering of Class B shares:

                                              Per Share
                                              Unrealized
              Fund                              (Loss) 

     Princor Balanced Fund, Inc.                (0.19)
     Princor Blue Chip Fund, Inc.               (0.15)
     Princor Capital Accumulation
       Fund, Inc.                               (0.46)

(g)  Period from March 1, 1991,  date shares  first  offered to public,  through
     October 31, 1991. Net investment income, aggregating $.01 per share for the
     period from the initial  purchase  of shares on February  11, 1991  through
     February 28, 1991,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the Fund incurred unrealized gains on investments of
     $.01 per  share  during  this  initial  interim  period.  This  represented
     activities of the fund prior to the initial public offering of fund shares.

(h) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
October 3l.
    
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions                     

                                                          Net Realized
                                                               and                                                             
                                      Net Asset    Net    Unrealized     Total     Dividends                              Net Asset
                                       Value at  Invest-     Gain        from      from Net   Distributions               Value at  
                                      Beginning   ment     (Loss) on   Investment Investment      from          Total        End   
                                      of Period  Income   Investments  Operations    Income   Capital Gains Distributions of Period

   Princor Emerging Growth Fund, Inc.

   
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>         <C>        <C>          <C>          <C>           <C>     
       1995                             $25.08     $.12      $6.45       $6.57      $(.06)       $(.14)       $(.20)        $31.45 
       1994                              23.56      -         1.61        1.61         -          (.09)        (.09)         25.08  
       1993                              19.79      .06       3.82        3.88       (.11)          -          (.11)         23.56  
       1992                              18.33      .14       1.92        2.06       (.15)        (.45)        (.60)         19.79  
       1991                              11.35      .17       7.06        7.23       (.21)        (.04)        (.25)         18.33  
       1990                              14.10      .31      (2.59)      (2.28)      (.37)        (.10)        (.47)         11.35  
       1989                              12.77      .26       2.02        2.28       (.15)        (.80)        (.95)         14.10  
     Period Ended October 31, 1988(b)    10.50      .06       2.26        2.32       (.05)          -          (.05)         12.77 

     Class B
     Period Ended October 31,1995(e)     23.15      -         8.18        8.18       (.02)          -          (.02)         31.31  

   Princor Growth Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              31.14      .35       6.67        7.02       (.31)        (.63)        (.94)         37.22  
       1994                              30.41      .26       2.56        2.82       (.28)       (1.81)       (2.09)         31.14  
       1993                              28.63      .40       2.36        2.76       (.42)        (.56)        (.98)         30.41  
       1992                              25.92      .39       3.32        3.71       (.40)        (.60)       (1.00)         28.63  
       1991                              16.57      .41       9.32        9.73       (.38)          -          (.38)         25.92 
       1990                              19.35      .35      (1.99)      (1.64)      (.34)        (.80)       (1.14)         16.57 
     Four Months Ended 
       October 31, 1989(f)               18.35      .08       1.17        1.25       (.16)        (.09)        (.25)         19.35  
     Year Ended June 30,
       1989                              19.84      .32        .36         .68       (.29)       (1.88)       (2.17)         18.35
       1988                              23.27      .26      (2.08)      (1.82)      (.22)       (1.39)       (1.61)         19.84 
       1987                              21.85      .21       3.72        3.93       (.27)       (2.24)       (2.51)         23.27 
       1986                              17.07      .32       6.31        6.63       (.38)       (1.47)       (1.85)         21.85 

     Class B
     Period Ended October 31, 1995(e)    28.33      .21       8.76        8.97       (.20)          -          (.20)         37.10 

   Princor World Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               7.44      .08       (.02)        .06       (.03)        (.19)        (.22)          7.28
       1994                               6.85      .01        .64         .65       (.02)        (.04)        (.06)          7.44 
       1993                               5.02      .03       1.98        2.01       (.05)        (.13)        (.18)          6.85  
       1992                               5.24      .06       (.14)       (.08)      (.06)        (.08)        (.14)          5.02  
       1991                               4.64      .05        .58         .63       (.03)          -          (.03)          5.24  
       1990                               4.66      .09       (.04)        .05       (.07)          -          (.07)          4.64  
     Ten Months Ended 
       October 31, 1989(g)                4.58      .07        .07         .14       (.06)          -          (.06)          4.66  
     Year Ended December 31,
       1988 (h)                           3.88      .12        .67         .79       (.09)          -          (.09)          4.58 
       1987 (h)                           8.55      .12       (.96)       (.84)      (.08)       (3.75)       (3.83)          3.88 
       1986 (h)                           7.32      .45       2.17        2.62       (.44)        (.95)       (1.39)          8.55 
       1985 (h)                           6.07      .07       1.49        1.56       (.09)        (.22)        (.31)          7.32 

     Class B
     Period Ended October 31, 1995(e)     6.71      .05        .51         .56       (.03)          -          (.03)          7.24 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                         Ratios/Supplemental Data

                                                          
                                                                                Ratio of Net                      
                                                                    Ratio of    Investment
                                                   Net Assets at   Expenses to   Income to   Portfolio
                                         Total     End of Period     Average      Average     Turnover
                                        Return(a)  (in thousands)  Net Assets   Net Assets     Rate

   Princor Emerging Growth Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                              <C>         <C>              <C>          <C>         <C>               
       1995                              26.41%     $150,611         1.47%         .47%       13.5%
       1994                               6.86%       92,965         1.74%         .02%        8.1%
       1993                              19.66%       48,668         1.66%         .26%        7.0%
       1992                              11.63%       29,055         1.74%         .80%        5.8%
       1991                              64.56%       17,174         1.78%        1.14%        8.4%
       1990                             (16.80)%       8,959         1.94%        2.43%       15.8%
       1989                              19.65%        8,946         1.79%        2.09%       13.5%
     Period Ended October 31, 1988(b)    19.72%(c)     6,076         1.52%(d)      .84%(d)    19.5%(d)

     Class B
     Period Ended October 31,1995 (e)    35.65%(c)     8,997         2.04%(d)     (.17)%(d)   13.5%(d)

   Princor Growth Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              23.29%      174,328         1.16%        1.12%       12.2%
       1994                               9.82%      116,363         1.30%         .95%       13.6%
       1993                               9.83%       80,051         1.26%        1.40%       16.4%
       1992                              14.76%       63,405         1.19%        1.46%       15.6%
       1991                              59.30%       45,892         1.13%        1.85%       10.6%
       1990                              (9.20)%      28,917         1.18%        1.88%        9.7%
     Four Months Ended 
       October 31, 1989 (f)               6.83%(c)    32,828         1.22%(d)     1.25%(d)    50.1%(d)
     Year Ended June 30,
       1989                               4.38%       31,770         1.08%        1.78%        9.7%
       1988                              (7.19)%      34,316         1.00%        1.29%       24.9%
       1987                              20.94%       37,006         1.01%        1.07%        4.0%
       1986                              42.69%       26,493          .98%        1.75%       29.0%

     Class B
     Period Ended October 31, 1995(e)    31.48%(c)     8,279         1.80%(d)      .31%(d)    12.2%(d)

   Princor World Fund, Inc.

     Year Ended October 31,
       1995                               1.03%      126,554         1.63%        1.10%       35.4%
       1994                               9.60%      115,812         1.74%         .10%       13.2%
       1993                              41.39%       63,718         1.61%         .59%       19.5%
       1992                              (1.57)%      35,048         1.69%        1.23%       19.9%
       1991                              13.82%       26,478         1.72%        1.36%       27.6%
       1990                                .94%       16,044         1.79%        1.89%       37.9%
     Ten Months Ended 
       October 31, 1989(g)                2.98%(c)    13,928         1.55%(d)     1.82%(d)    32.4%(d)
   Year Ended December 31,
       1988(h)                           20.25%       13,262         1.55%        1.43%       56.9%
       1987(h)                          (10.13)%       3,943         2.09%         .83%      183.0%
       1986(h)                           36.40%        9,846         2.17%         .73%      166.0%
       1985(h)                           25.88%        2,525         2.25%        1.13%       55.9%

     Class B   
     Period Ended October 31, 1995(e)     9.77%(c)     3,908         2.19%(d)      .58%(d)    35.4%(d)

<FN>
Notes to financial highlights

(a)  Total  Return is  calculated  without  the  front-end  sales  charge or the
contingent deferred sales charge.

(b)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.04 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period.  Additionally,  the Fund incurred net realized and unrealized gains
     on investments of $.46 per share during this initial interim  period.  This
     represented  activities of the fund prior to the initial public offering of
     fund shares.

(c)  Total Return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  The  Growth  Funds  Class  B  shares
     recognized  no net  investment  income  for the  period  from  the  initial
     purchase of Class B shares on December  5, 1994  through  December 8, 1994.
     The Growth Funds Class B shares incurred unrealized loss during the initial
     interim period as follows.  This  represented  Class B share  activities of
     each fund prior to the initial public offering of Class B shares:

                                            Per Share
                                           Unrealized
               Fund                          (Loss)

     Princor Emerging Growth Fund, Inc.      (0.77)
     Princor Growth Fund, Inc.               (0.86)
     Princor World Fund, Inc.                (0.07)

(f) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
    October 3l.

(g) Effective  January 1, 1989,  the fund  changed  its  fiscal  year-end  from
    December 31 to October 31.

(h) The  investment  manager of Princor  World  Fund,  Inc.  was changed on
August 1, 1988 to the current manager, Princor Management Corporation. The years
1983 through 1987 are not covered by the current independent auditor's report.
    
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions                     

                                                          Net Realized
                                                               and                                                                  
                                      Net Asset   Net    Unrealized     Total     Dividends                               Net Asset 
                                       Value at  Invest-    Gain        from      from Net   Distributions                 Value at 
                                      Beginning   ment   (Loss) on   Investment  Investment      from          Total         End    
                                      of Period  Income  Investments Operations    Income    Capital Gains Distributions  of Period 

   Princor Bond Fund, Inc.

   
     Class A
     Year Ended October 31,
<S>    <C>                              <C>      <C>        <C>        <C>         <C>          <C>           <C>           <C>  
       1995                             $10.27   $.78(b)    $1.16      $1.94       $(.78)       $(.01)        $(.79)        $11.42 
       1994                              11.75    .78(b)    (1.47)      (.69)       (.78)        (.01)         (.79)         10.27 
       1993                              10.97    .81(b)      .79       1.60        (.81)        (.01)         (.82)         11.75 
       1992                              10.65    .85(b)      .32       1.17        (.85)          -           (.85)         10.97 
       1991                               9.99    .88(b)      .65       1.53        (.87)          -           (.87)         10.65 
       1990                              10.57    .86        (.55)       .31        (.89)          -           (.89)          9.99 
       1989                              10.37    .87         .25       1.12        (.86)        (.06)         (.92)         10.57 
     Period Ended October 31, 1988(c)     9.95    .80(b)      .38       1.18        (.76)          -           (.76)         10.37 

     Class B
     Period Ended October 31, 1995(f)    10.19    .63(b)     1.19       1.82        (.60)          -           (.60)         11.41 

   Princor Cash Management Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               1.000   .052(b)     -          .052       (.052)         -           (.052)         1.000
       1994                               1.000   .033(b)     -          .033       (.033)         -           (.033)         1.000
       1993                               1.000   .026(b)     -          .026       (.026)         -           (.026)         1.000
       1992                               1.000   .036(b)     -          .036       (.036)         -           (.036)         1.000
       1991                               1.000   .061(b)     -          .061       (.061)         -           (.061)         1.000
       1990                               1.000   .074(b)     -          .074       (.074)         -           (.074)         1.000
     Four Months Ended 
       October 31, 1989(g)                1.000   .027(b)      -         .027       (.027)         -           (.027)         1.000
     Year Ended June 30,
       1989                               1.000   .080(b)     -          .080       (.080)         -           (.080)         1.000
       1988                               1.000   .060        -          .060       (.060)         -           (.060)         1.000
       1987                               1.000   .053        -          .053       (.053)         -           (.053)         1.000
       1986                               1.000   .065        -          .065       (.065)         -           (.065)         1.000

     Class B
     Period Ended October 31, 1995(f)     1.000   .041(b)     -          .041       (.041)         -           (.041)         1.000

   Princor Government Securities
   Income Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              10.28    .71        1.02       1.73        (.70)          -           (.70)         11.31
       1994                              11.79    .69       (1.40)      (.71)       (.68)        (.12)         (.80)         10.28
       1993                              11.44    .74         .55       1.29        (.74)        (.20)         (.94)         11.79
       1992                              11.36    .81         .12        .93        (.81)        (.04)         (.85)         11.44
       1991                              10.54    .85         .84       1.69        (.87)          -           (.87)         11.36
       1990                              10.76    .85        (.22)       .63        (.85)          -           (.85)         10.54
     Four Months Ended 
       October 31, 1989(g)               10.66    .29         .09        .38        (.28)          -           (.28)         10.76
     Year Ended June 30,
       1989                              10.33    .87         .32       1.19        (.86)          -           (.86)         10.66 
       1988                              10.40    .89        (.05)       .84        (.88)        (.03)         (.91)         10.33
       1987                              10.82    .86        (.13)       .73        (.87)        (.28)        (1.15)         10.40
       1986                              10.55   1.24         .49       1.73       (1.26)        (.20)        (1.46)         10.82

     Class B
     Period Ended October 31, 1995(f)    10.20    .56        1.07       1.63        (.54)          -           (.54)         11.29
                    

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                        
                                                              Ratios/Supplemental Data
                                                                                    
                                                                    Ratio of   Ratio of Net           
                                                   Net Assets at  Expenses to   Income to   Portfolio
                                          Total    End of Period    Average      Average    Turnover
                                        Return(a)  (in thousands) Net Assets    Net Assets    Rate

   Princor Bond Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                               <C>         <C>            <C>           <C>          <C> 
       1995                              19.73%      $106,962       .94%(b)       7.26%        5.1%
       1994                              (6.01)%       88,801       .95%(b)       7.27%        8.9%
       1993                              15.22%        85,015       .92%(b)       7.19%        9.3%
       1992                              11.45%        62,534       .88%(b)       7.95%        8.4%
       1991                              16.04%        37,825       .80%(b)       8.66%         .9%
       1990                               3.08%        22,719      1.22%          8.40%        3.6%
       1989                              11.54%        13,314      1.24%          8.59%        0.0%     
     Period Ended October 31, 1988(c)    11.59%(d)     10,560       .70%(b)(e)    8.85%(e)    63.9%(e)

     Class B
     Period Ended October 31, 1995(f)    17.98%(d)      2,708      1.59%(b)(e)    6.30%(e)     5.1%(e)

   Princor Cash Management Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               5.36%       623,864       .72%(b)       5.24%        N/A
       1994                               3.40%       332,346       .70%(b)       3.27%        N/A
       1993                               2.67%       284,739       .67%(b)       2.63%        N/A
       1992                               3.71%       247,189       .65%(b)       3.66%        N/A
       1991                               6.29%       262,543       .61%(b)       5.95%        N/A
       1990                               7.65%       151,007       .93%(b)       7.36%        N/A
     Four Months Ended 
       October 31, 1989(g)                2.63%(d)    124,895      1.04%(b)(e)    7.86%(e)     N/A
     Year Ended June 30,
       1989                               8.15%       120,149      1.00% (b)      8.21%        N/A
       1988                               6.18%        51,320      1.02%          6.06%        N/A
       1987                               5.34%        45,015      1.02%          5.33%        N/A
       1986                               6.71%        35,437      1.10%          6.76%        N/A

     Class B
     Period Ended October 31, 1995(f)     4.19%(d)        208      1.42%(b)(e)    4.50%(e)     N/A

   Princor Government Securities
   Income Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              17.46%       261,128       .87%          6.57%       10.1%
       1994                              (6.26)%      249,438       .95%          6.35%       24.8%
       1993                              11.80%       236,718       .93%          6.38%       52.6%
       1992                               8.49%       161,565       .95%          7.04%       54.3%
       1991                              16.78%        94,613       .98%          7.80%       14.9%
       1990                               6.17%        71,806      1.07%          8.15%       22.4%
     Four Months Ended 
       October 31, 1989(g)                3.63%(d)     55,702      1.07%(e)       8.18%(e)     5.2%(e)
     Year Ended June 30,
       1989                              12.37%        56,848       .96%          8.58%        -
       1988                               8.60%        59,884       .82%          8.65%        -
       1987                               7.00%        65,961       .92%          7.93%       17.6%
       1986                              17.37%        43,576       .60%          9.33%      141.2%

     Class B
     Period Ended October 31, 1995(f)     16.07%(d)     4,699      1.53%(e)      5.68%(e)     10.1%(e)
<FN>
Notes to financial highlights

(a)  Total  Return is  calculated  without  the  front-end  sales  charge or the
contingent deferred sales charge.

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  for  the  periods  (year,   except  as  noted  in  the  financial
     statements)  ended October 31 of the years  indicated,  the following funds
     would have had per share expenses and the ratios of expenses to average net
     assets as shown:

                                Per Share  Ratio of Expenses
                               Net Invest-  to Average Net    Amount
        Fund             Year  ment Income     Assets         Waived

Princor Bond Fund, Inc.
   Class A              1995       $.77       1.02%          $86,018
                        1994        .77       1.09%          120,999
                        1993        .79       1.07%          111,162
                        1992        .82       1.11%          110,868
                        1991        .84       1.15%          100,396
                        1988(c)     .76       1.12%(e)        31,187

   Class B              1995(f)     .62       1.62%(e)           300

Princor Cash Management
  Fund, Inc.
   Class A              1995        .052       .78%          296,255
                        1994        .031       .90%          595,343
                        1993        .025       .84%          468,387
                        1992        .035       .80%          385,328
                        1991        .059       .79%          433,196
                        1990        .073      1.01%          106,841
                        1989**      .026      1.06%(e)       101,625
                        1989*       .079      1.11% 9,558

   Class B              1995(f)     .041      1.63%(e)           104

*   Year ended June 30, 1989
**  Four months ended October 31, 1989

(c)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.10 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987, was  recognized of which $.06 per share was  distributed
     to its sole stockholder,  Principal Mutual Life Insurance  Company,  during
     the period.  Additionally,  the Fund  incurred net realized and  unrealized
     losses on investments of $.09 per share during this initial interim period.
     This  represented  activities  of the  fund  prior  to the  initial  public
     offering of fund shares.

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  Certain of the Income  Funds Class B
     shares recognized net investment income as follows, for the period from the
     initial  purchase of Class B shares on December 5, 1994 through December 8,
     1994,  none of  which  was  distributed  to the sole  shareholder,  Princor
     Management  Corporation.  Additionally,  the  Income  Funds  Class B shares
     incurred unrealized loss during the initial interim period as follows. This
     represented  Class B share  activities  of each fund prior to the  intitial
     public offering of Class B shares:

                                    Per Share           Per Share
                                 Net Investment        Unrealized
              Fund                   Income             (Loss) 
              --------------------------------------------------
     Princor Bond Fund, Inc.          .01                  -
     Princor Government Securities
       Income Fund, Inc.              .01                (.02)

(g) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
October 3l.
    
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions                     

   
                                                          Net Realized
                                                              and                                                                   
                                       Net Asset    Net    Unrealized     Total    Dividends                              Net Assets
                                       Value at   Invest-     Gain        from      from Net  Distributions               Value at
                                       Beginning   ment    (Loss) on   Investment  Investment      from          Total        End  
                                       of Period  Income  Investments  Operations    Income   Capital Gains Distributions of Period 
   Princor High Yield Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                              <C>       <C>        <C>         <C>        <C>           <C>          <C>          <C>   
       1995                             $ 7.83    $ .68      $ .20       $  .88     $ (.65)       $  -         $ (.65)      $8.06  
       1994                               8.36      .63       (.51)         .12       (.65)          -           (.65)       7.83 
       1993                               8.15      .71        .21          .92       (.71)          -           (.71)       8.36 
       1992                               7.86      .79        .29         1.08       (.79)          -           (.79)       8.15  
       1991                               7.12      .88        .80         1.68       (.94)          -           (.94)       7.86 
       1990                               9.47     1.10      (2.35)       (1.25)     (1.09)         (.01)       (1.10)       7.12 
       1989                              10.44     1.10       (.83)         .27      (1.09)         (.15)       (1.24)       9.47  
     Period Ended October 31, 1988(b)     9.97      .98(c)     .38         1.36       (.89)          -           (.89)      10.44 
     Class B
     Period Ended October 31, 1995(f)     7.64      .53        .38          .91       (.50)          -           (.50)       8.05  


   Princor Tax-Exempt Bond Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              10.93      .65       1.05         1.70       (.65)          -           (.65)      11.98 
       1994                              12.62      .64      (1.54)        (.90)      (.63)         (.16)        (.79)      10.93  
       1993                              11.62      .66       1.11         1.77       (.66)         (.11)        (.77)      12.62 
       1992                              11.47      .68        .19          .87       (.69)         (.03)        (.72)      11.62 
       1991                              10.82      .69        .68         1.37       (.70)         (.02)        (.72)      11.47 
       1990                              11.06      .68       (.25)         .43       (.67)          -           (.67)      10.82  
     Four Months Ended 
       October 31, 1989(g)               11.18      .22       (.12)         .10       (.22)          -           (.22)      11.06 
     Year Ended June 30,
       1989                              10.40      .69        .77         1.46       (.68)          -           (.68)      11.18 
       1988                              10.51      .71        .06          .77       (.72)         (.16)        (.88)      10.40 
       1987                              10.75      .72       (.11)         .61       (.73)         (.12)        (.85)      10.51  
     Period Ended June 30, 1986 (h)      10.95      .22       (.24)        (.02)      (.18)          -           (.18)      10.75  
     Class B
     Period Ended October 31, 1995(f)    10.56      .50       1.38         1.88       (.48)          -           (.48)      11.96  

   Princor Tax-Exempt Cash
   Management Fund, Inc.
     Class A
     Year Ended October 31,
       1995                               1.000     .032(c)    -            .032      (.032)         -           (.032)      1.000  
       1994                               1.000     .021(c)    -            .021      (.021)         -           (.021)      1.000 
       1993                               1.000     .020(c)    -            .020      (.020)         -           (.020)      1.000 
       1992                               1.000     .028(c)    -            .028      (.028)         -           (.028)      1.000 
       1991                               1.000     .043(c)    -            .043      (.043)         -           (.043)      1.000 
       1990                               1.000     .053(c)    -            .053      (.053)         -           (.053)      1.000 
       1989                               1.000     .058(c)    -            .058      (.058)         -           (.058)      1.000  
     Period Ended October 31, 1988(i)     1.000     .005(c)    -            .005      (.005)         -           (.005)      1.000  
     Class B
     Period Ended October 31, 1995(f)     1.000     .021(e)    -            .021      (.021)         -           (.021)      1.000 

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1995                               9.25      .48(c)    1.70         2.18       (.49)          -           (.49)      10.94 
       1994                              11.45      .46(c)   (2.19)       (1.73)      (.45)         (.02)        (.47)       9.25 
     Period Ended October 31, 1993(j)    10.18      .35(c)    1.27         1.62       (.35)          -           (.35)      11.45  
     Class B
     Period Ended October 31, 1995(f)     9.20      .40(c)    1.77         2.17       (.44)          -           (.44)      10.93 
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                              Ratios/Supplemental Data

                                                          
                                                                              Ratio of Net    
                                                                   Ratio of    Investment
                                                   Net Assets at  Expenses to  Income to   Portfolio
                                         Total     End of Period   Average      Average     Turnover
                                         Return(a) (in thousands) Net Assets  Net Assets      Rate
   Princor High Yield Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                               <C>         <C>            <C>          <C>         <C>  
       1995                              11.73%      $ 23,396       1.45%        8.71%       40.3%
       1994                               1.45%        19,802       1.46%        7.82%       27.2%
       1993                              11.66%        19,154       1.35%        8.57%       23.4%
       1992                              14.35%        16,359       1.41%        9.69%       28.2%
       1991                              25.63%        13,195       1.50%       12.06%       14.2%
       1990                             (14.51)%        9,978       1.45%       12.99%       15.8%
       1989                               2.68%        12,562       1.43%       11.22%       19.9%
     Period Ended October 31, 1988(b)    14.15%(d)     10,059        .77%(e)(c) 10.55%(e)    73.2%(e)
     Class B
     Period Ended October 31, 1995(f)    12.20%(c)        633       2.10%(d)     7.78%(d)    40.3%(d)

   Princor Tax-Exempt Bond Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              16.03%       179,715        .83%        5.67%       17.6%
       1994                              (7.41)%      171,425        .91%        5.49%       20.6%
       1993                              15.70%       177,480        .89%        5.45%       20.3%
       1992                               7.76%       106,661        .99%        5.96%       22.9%
       1991                              13.09%        62,755       1.01%        6.24%       13.1%
       1990                               4.06%        46,846       1.11%        6.31%        2.6%
     Four Months Ended 
       October 31, 1989(g)                 .90%(d)     36,877       1.24%(e)     6.18%(e)     5.1% (e)            
     Year Ended June 30,
       1989                              14.64%        31,278       1.07%        6.54%        2.1%
       1988                               7.76%        22,812        .95%        7.00%       11.0%
       1987                               5.60%        19,773        .70%        6.70%       40.8%
     Period Ended June 30, 1986 (h)       (.16)%(d)     8,486        .20%(e)     8.60%(e)     0.0%(e)
     Class B
     Period Ended October 31, 1995(f)    17.97%(c)      3,486       1.51%(d)     4.78%(d)    17.6%(d)

   Princor Tax-Exempt Cash
   Management Fund, Inc.
     Class A
     Year Ended October 31,
       1995                               3.24%        99,887        .69%(e)     3.19%         N/A
       1994                               2.11%        79,736        .67%(c)     2.08%         N/A
       1993                               1.99%        79,223        .66%(c)     1.96%         N/A
       1992                               2.86%        69,224        .65%(c)     2.84%         N/A
       1991                               4.36%        71,469        .61%(c)     4.27%         N/A
       1990                               5.40%        58,301        .71%(c)     5.26%         N/A
       1989                               5.88%        42,639        .60%(c)     5.78%         N/A
     Period Ended October 31, 1988(i)      .47%(d)     6,000        .26%(e)(c)  5.24%(e)      N/A
     Class B
     Period Ended October 31, 1995(f)     2.19%(c)         27       1.42%(d)(e)  2.40%(d)      N/A

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              24.36%        65,873       1.04%(e)     4.95%       13.0%
       1994                             (15.20)%       56,747       1.00%(c)     4.89%       13.8%
     Period Ended October 31, 1993(j)    15.92%(d)     50,372       1.00%(e)(c)  4.48%(e)     4.3%(e)
     Class B 
     Period Ended October 31, 1995(f)    24.18%(c)      3,952       1.72%(d)(e)  3.84%(d)    13.0%(d)
<FN>
Notes to financial highlights

(a)  Total  Return is  calculated  without  the  front-end  sales  charge or the
contingent deferred sales charge.

(b)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.10 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987, was  recognized of which $.06 per share was  distributed
     to its sole stockholder,  Principal Mutual Life Insurance  Company,  during
     the period.  Additionally,  the Fund  incurred net realized and  unrealized
     losses on investments of $.09 per share during this initial interim period.
     This  represented  activities  of the  fund  prior  to the  initial  public
     offering of Fund shares.

(c)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses for the periods  (year  except as noted)  ended  October 31 of the
     years indicated,  the following funds would have had per share expenses and
     the ratios of expenses to average net assets as shown:

                                Per Share  Ratio of Expenses
                               Net Invest-  to Average Net    Amount
        Fund            Year   ment Income     Assets         Waived
Princor High Yield
  Fund, Inc.            1988(b)   $.95         1.33%(e)     $  32,609

Princor Tax-Exempt Cash
  Management Fund, Inc.
   Class A              1995       .031         .84%          138,574        
                        1994       .019         .85%          150,515
                        1993       .018         .83%          131,442
                        1992       .026         .82%          134,497
                        1991       .040         .83%          147,279
                        1990       .050         .96%          123,656
                        1989       .053        1.04%          125,604
                        1988(i)    .004         .76%(e)         2,630

   Class B              1995(f)    .018        1.89%(e)            99

Princor Utilities 
  Fund, Inc.
   Class A              1995       .46         1.30%          151,145
                        1994       .41         1.50%          284,836
                        1993(j)    .32         1.54%(e)       139,439

   Class B              1995(f)    .40         1.81%(e)         1,338

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  Certain of the Income  Funds Class B
     shares recognized net investment income as follows, for the period from the
     initial  purchase of Class B shares on December 5, 1994 through December 8,
     1994,  none of  which  was  distributed  to the sole  shareholder,  Princor
     Management  Corporation.  Additionally,  the  Income  Funds  Class B shares
     incurred unrealized loss during the initial interim period as follows. This
     represented  Class B share  activities  of each fund  prior to the  initial
     public offering of Class B shares:

                                      Per Share       Per Share
                                    Net Investment   Unrealized                 
                 Fund                  Income          (Loss)
     Princor High Yield Fund, Inc.      .01            (0.03)
     Princor Tax-Exempt
       Bond Fund, Inc.                   -             (0.05)
     Princor Utilities Fund, Inc.       .01            (0.01)

(g) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
October 3l.

(h)  Period from March 20, 1986,  date shares first  offered to public,  through
     June 30, 1986. Net investment  income and net  unrealized  appreciation  of
     investments, for the period from the initial purchase of shares on December
     18, 1985 through March 19, 1986,  amounted to $.14 and $.94,  respectively,
     per share. All dividends from net investment income, from December 18, 1985
     through March 19, 1986, were distributed to the sole stockholder, Principal
     Mutual Life Insurance Company.

(i)  Period  from  September  30,  1988,  date shares  first  offered to public,
     through  October 31, 1988. Net  investment  income,  aggregating  $.005 per
     share,  for the period  from the  initial  purchase of shares on August 23,
     1988 through September 29, 1988, was recognized and distributed to its sole
     stockholder,  Principal Mutual Life Insurance  Company,  during the period.
     This  represented  activities  of the  Fund  prior  to the  initial  public
     offering of Fund shares.

(j)  Period from December 16, 1992, date shares first offered to public, through
     October 31, 1993. Net investment income, aggregating $.05 per share for the
     period from the initial  purchase  of shares on November  16, 1992  through
     December 15, 1992,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the fund incurred unrealized gains on investments of
     $.13  per  share  during  the  initial  interim  period.  This  represented
     activities of the fund prior to the initial public offering of fund shares.
    
</FN>
</TABLE>

 INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

     The investment  objectives  and policies of each Fund are described  below.
There can be no assurance that the objectives of the Funds will be realized.

     GROWTH-ORIENTED FUNDS

     The Princor  Growth-Oriented  Funds currently include four Funds which seek
capital   appreciation   through   investments  in  equity  securities  (Capital
Accumulation  Fund,  Emerging Growth Fund, Growth Fund and World Fund), one Fund
which seeks a total investment  return  including both capital  appreciation and
income through investments in equity and debt securities (Balanced Fund) and one
Fund which  seeks  growth of  capital  and  growth of income  primarily  through
investments in common stocks of well  capitalized,  established  companies (Blue
Chip Fund).

     The  Growth-Oriented  Funds may invest in the following equity  securities:
common stocks;  preferred  stocks and debt securities that are convertible  into
common  stock,  that carry  rights or warrants to purchase  common stock or that
carry rights to participate  in earnings;  rights or warrants to subscribe to or
purchase any of the foregoing securities; and sponsored and unsponsored American
Depository Receipts (ADRs) based on any of the foregoing securities. Unsponsored
ADRs are not created by the issuer of the underlying security, may be subject to
fees imposed by the issuing bank that, in the case of sponsored  ADRs,  would be
paid by the issuer of a sponsored ADR and may involve  additional  risks such as
reduced availability of information about the issuer of the underlying security.
The Blue Chip,  Capital  Accumulation,  Emerging Growth,  Growth and World Funds
will seek to be fully  invested  under normal  conditions in equity  securities.
When in the  opinion  of the  Manager  current  market  or  economic  conditions
warrant, a Growth-Oriented Fund may, for temporary defensive purposes, place all
or a portion of its  assets in cash (on which the Fund  would  earn no  income),
cash equivalents, bank certificates of deposit, bankers acceptances,  repurchase
agreements,  commercial paper,  commercial paper master notes which are floating
rate  debt  instruments  without  a fixed  maturity,  United  States  Government
securities, and preferred stocks and debt securities, whether or not convertible
into or carrying rights for common stock. When investing for temporary defensive
purposes a Growth-Oriented Fund is not investing so as to achieve its investment
objective.  A Growth-Oriented  Fund may also maintain reasonable amounts in cash
or short-term  debt  securities  for daily cash  management  purposes or pending
selection of particular long-term investments.

Princor Balanced Fund
     The  investment  objective of Princor  Balanced Fund is to generate a total
investment  return consisting of current income and capital  appreciation  while
assuming reasonable risks in furtherance of the investment  objective.  The term
"reasonable risks" refers to investment decisions that in the Manager's judgment
do not  present  a  greater  than  normal  risk of loss in light of  current  or
anticipated future market and economic conditions, trends in yields and interest
rates, and fiscal and monetary policies.

     In seeking to achieve the investment objective,  the Fund invests primarily
in growth and income-oriented  common stocks (including  securities  convertible
into common stocks),  corporate bonds and debentures and short-term money market
instruments.  The Fund may also invest in other  equity  securities  and in debt
securities issued or guaranteed by the United States Government and its agencies
or  instrumentalities.  The Fund seeks to generate real (inflation  plus) growth
during  favorable  investment  periods  and may  emphasize  income  and  capital
preservation  strategies during uncertain  investment periods.  The Manager will
seek to minimize declines in the net asset value per share. However, there is no
guarantee that the Manager will be successful in achieving this goal.

     The portions of the Fund's total assets invested in equity securities, debt
securities  and  short-term  money market  instruments  are not fixed,  although
ordinarily  40% to 70% of the  Fund's  portfolio  will  be  invested  in  equity
securities with the balance of the portfolio  invested in debt  securities.  The
investment  mix will vary from time to time  depending  upon the judgment of the
Manager  as to general  market and  economic  conditions,  trends in  investment
yields and interest rates, and changes in fiscal or monetary policies.  The Fund
may invest up to 20% of its assets in foreign  securities.  For a description of
certain investment risks associated with foreign securities, see "Risk Factors."

     The Fund may  invest  in all  types  of  common  stocks  and  other  equity
investments, without regard to any objective investment criteria such as size of
the issue or issuer, exchange listing or seasoning.  The Fund may invest in both
exchange-listed and  over-the-counter  securities,  in small or large companies,
and in well-established or unseasoned companies. Also, the Fund's investments in
corporate  bonds and debentures and money market  instruments are not restricted
by credit ratings or other objective investment criteria, except with respect to
bank  certificates  of  deposit  as set forth  below.  Some of the fixed  income
securities in which the Fund may invest may be considered to include speculative
characteristics  and the Fund may purchase such  securities  that are in default
but does not currently intend to invest more than 5% of its assets in securities
rated  below BBB by Standard & Poor's or Baa by  Moody's.  The rating  services'
descriptions of BBB or Baa securities are as follows: Moody's Investors Service,
Inc.  Bond Ratings -- Baa:  Bonds which are rated Baa are  considered  as medium
grade  obligations,  i.e., they are neither highly protected nor poorly secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well. Standard &
Poor's  Corporation  Bond Ratings -- BBB: Debt rated "BBB" is regarded as having
an adequate  capacity to pay interest and repay  principal.  Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay  principal  for  debt in  this  category  than  for  debt in  higher-rated
categories.  See the  discussion of the Princor High Yield Fund for  information
concerning risks associated with below-investment grade bonds. The Fund will not
concentrate its investments in any industry.

     In selecting  common stocks,  the Manager seeks companies which the Manager
believes have predictable  earnings  increases and which,  based on their future
growth  prospects,  may be currently  undervalued  in the market  place.  During
periods  when the  Manager  determines  that  general  economic  conditions  are
favorable,  it will  generally  purchase  common  stocks with the  objective  of
long-term  capital  appreciation.  From time to time, and in periods of economic
uncertainty,  the Manager may purchase  common  stocks with the  expectation  of
price appreciation over a relatively short period of time.

     To achieve its investment  objective,  the Fund may at times  emphasize the
generation of interest  income by investing in short,  medium or long-term  debt
securities.  Investment  in debt  securities  may  also  be made  with a view to
realizing capital appreciation when the Manager believes that declining interest
rates may increase  market  values.  The Fund may also purchase  "deep  discount
bonds," i.e., bonds which are selling at a substantial  discount from their face
amount, with a view to realizing capital appreciation.

      The Fund may invest in the following  short-term money market investments:
U.S.  Treasury  bills,  bank  certificates  of  deposit,  bankers'  acceptances,
repurchase agreements,  commercial paper and commercial paper master notes which
are floating rate debt instruments without a fixed maturity.  The Fund will only
invest in  domestic  bank  certificates  of  deposit  issued by banks  which are
members of the Federal  Reserve System that have total deposits in excess of one
billion dollars.

     The  United  States  Government  securities  in which  the Fund may  invest
consist of U.S. Treasury  obligations and obligations of certain agencies,  such
as the Government National Mortgage Association, which are supported by the full
faith and credit of the United  States,  as well as obligations of certain other
Federal agencies or  instrumentalities,  such as the Federal  National  Mortgage
Association,  Federal  Land Banks and the Federal  Farm  Credit  Administration,
which are backed  only by the right of the issuer to borrow  limited  funds from
the U.S.  Treasury,  by the  discretionary  authority of the U.S.  Government to
purchase  such  obligations  or by the credit of the  agency or  instrumentality
itself.

Princor Blue Chip Fund
     The  objective of Princor Blue Chip Fund is growth of capital and growth of
income.  Growth of income means increasing the Fund's investment income which is
primarily derived from dividends earned on portfolio  securities.  In seeking to
achieve its objective,  the Fund will invest  primarily in common stocks of well
capitalized, established companies which the Fund's manager believes to have the
potential  for growth of capital,  earnings and  dividends.  Under normal market
conditions, the Fund will invest at least 65%, and may invest up to 100%, of its
total assets in the common stocks of blue chip companies.

   
     Blue  chip   companies   are  defined  as  those   companies   with  market
capitalizations  of at least $1  billion.  Blue  chip  companies  are  generally
identified by their substantial capitalization,  established history of earnings
and  dividends,  easy access to credit,  good  industry  position  and  superior
management structure.  In addition, the large market of publicly held shares for
such  companies and the generally high trading volume in those shares results in
a relatively high degree of liquidity for such investments.  The characteristics
of high  quality and high  liquidity  of blue chip  investments  should make the
market for such stocks attractive to many investors.
    

     Examples of blue chip  companies  currently  eligible for investment by the
Fund  include,  but are not  limited  to,  companies  such as  General  Electric
Company, Ford Motor Company,  Exxon Corporation,  Merck & Company, Inc., Digital
Equipment Corporation, Capital Cities ABC, Inc., J.P. Morgan & Co. and Coca Cola
Company.  In general,  the Fund will seek to invest in those  established,  high
quality  companies  whose  industries  are  experiencing  favorable  secular  or
cyclical change.

     The  Fund's  Manager  may invest up to 35% of the  Fund's  total  assets in
equity  securities,  other than common stock,  issued by companies that meet the
investment  criteria for blue chip companies and in equity  securities issued by
companies that do not meet those criteria. The Manager does not intend to invest
regularly in speculative  securities,  which are those issued by new, unseasoned
companies or by companies that have limited  product lines,  markets,  financial
resources or management, but it may from time to time invest not more than 5% of
the Fund's total assets in those kinds of securities.  The Fund may invest up to
20% of its assets in securities of foreign  issuers.  The foreign  securities in
which  the Fund may  invest  need  not be  issued  by  companies  that  meet the
investment  criteria  for blue chip  companies.  For a  description  of  certain
investment risks associated with foreign securities, see "Risk Factors."

 Princor Capital Accumulation Fund
     The primary  objective of Princor  Capital  Accumulation  Fund is long-term
capital appreciation. A secondary objective is growth of investment income.

     The Fund will invest primarily in common stocks, but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the Statement of Additional Information. In pursuit of the
Fund's investment objectives,  investments will be made in securities which as a
group  appear to offer  long-term  prospects  for  capital  and  income  growth.
Securities  chosen for  investment  may  include  those of  companies  which the
Manager  believes  can  reasonably  be  expected  to share in the  growth of the
nation's economy over the long term.

Princor Emerging Growth Fund
     The  objective  of Princor  Emerging  Growth  Fund is to achieve  long-term
capital  appreciation.  The strategy of this Fund is to invest  primarily in the
common stocks and securities  (both debt and preferred  stock)  convertible into
common  stocks of emerging  and other  growth-oriented  companies  that,  in the
judgment of the Manager,  are responsive to changes within the  marketplace  and
have  the  fundamental  characteristics  to  support  growth.  In  pursuing  its
objective of capital appreciation,  the Fund may invest, for any period of time,
in any  industry  and in any kind of  growth-oriented  company,  whether new and
unseasoned or well known and established.  Under normal market  conditions,  the
Fund will invest at least 65% of its assets in securities of companies  having a
total market capitalization of $1 billion or less. The Fund may invest up to 20%
of its assets in securities  of foreign  issuers.  For a description  of certain
investment risks associated with foreign securities, see "Risk Factors."

     There  can be, of  course,  no  assurance  that the Fund  will  attain  its
objective.  Investment  in  emerging  and other  growth-oriented  companies  may
involve  greater risk than  investment  in other  companies.  The  securities of
growth-oriented  companies  may be  subject  to more  abrupt or  erratic  market
movements,  and many of them may have limited product lines, markets,  financial
resources or management. Because of these factors and of the length of time that
may be required  for full  development  of the growth  prospects  of some of the
companies  in which the Fund  invests,  the Fund  believes  that its  shares are
suitable  only for  persons  who are able to  assume  the risk of  investing  in
securities  of emerging and  growth-oriented  companies and prepared to maintain
their investment during periods of adverse market  conditions.  Investors should
not rely on the Fund for their short-term  financial needs.  Since the Fund will
not be seeking  current  income,  investors  should not view a purchase  of Fund
shares as a complete investment program.

Princor Growth Fund
     The objective of Princor  Growth Fund is growth of capital.  Realization of
current income will be incidental to the objective of growth of capital.

     The Fund will invest primarily in common stocks, but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the Statement of Additional Information. In pursuit of the
Fund's investment  objective,  investments will be made in securities which as a
group appear to possess  potential  for  appreciation  in market  value.  Common
stocks chosen for investment may include those of companies  which have a record
of sales and earnings  growth that exceeds the growth rate of corporate  profits
of the S&P 500 or which  offer  new  products  or new  services.  The  policy of
investing in  securities  which have a high  potential for growth of capital can
mean that the assets of the Fund may be subject to greater risk than  securities
which do not have such potential.

Princor World Fund
     The investment  objective of Princor World Fund is to seek long-term growth
of capital through  investment in a portfolio of equity  securities of companies
domiciled in any of the nations of the world. In choosing  investments in equity
securities of foreign and United States corporations, the Manager intends to pay
particular  attention to long-term  earnings  prospects and the  relationship of
then-current  prices to such  prospects.  Short-term  trading  is not  generally
intended,  but  occasional  investments  may be made for the  purpose of seeking
short-term or medium-term gain. The Fund expects its investment  objective to be
met over long periods which may include several market cycles. For a description
of certain  investment  risks  associated  with  foreign  securities,  see "Risk
Factors."

     For  temporary  defensive  purposes,  the World Fund may invest in the same
kinds of  securities  as the  other  Growth-Oriented  Funds  whether  issued  by
domestic  or  foreign  corporations,   governments,  or  governmental  agencies,
instrumentalities  or political  subdivisions and whether  denominated in United
States dollars or some other currency.

     The Fund  intends that its  investments  normally  will be allocated  among
various  countries.  Although there is no limitation on the percentage of assets
that may be invested in any one country or denominated in any one currency,  the
Fund intends under normal  market  conditions to have at least 65% of its assets
invested in securities  issued by corporations of at least three countries,  one
of which may be the  United  States.  Investments  may be made  anywhere  in the
world, but it is expected that primary  consideration will be given to investing
in the securities  issued by corporations  of Western Europe,  North America and
Australasia (Australia,  Japan and Far East Asia) that have developed economies.
Changes in investments may be made as prospects change for particular countries,
industries or companies.

     The Fund may invest in the securities of other investment companies but may
not  invest  more  than 10% of its  assets  in  securities  of other  investment
companies,  invest more than 5% of its total assets in the securities of any one
investment company, or acquire more than 3% of the outstanding voting securities
of any one investment company except in connection with a merger,  consolidation
or plan of  reorganization.  The Fund's Manager will waive its management fee on
the Fund's assets invested in securities of other open-end investment companies.
The Fund will  generally  invest only in those  investment  companies  that have
investment policies requiring investment in securities  comparable in quality to
those in which the Fund invests.

     INCOME-ORIENTED FUNDS

     The Princor Funds  currently  include five Funds which seek a high level of
income through  investments in fixed-income  securities and one fund which seeks
current income and long-term growth of income and capital through investments in
equity and fixed-income  securities of public utilities  companies.  These Funds
are Princor Bond Fund, Princor  Government  Securities Income Fund, Princor High
Yield Fund,  Princor  Short-Term  Bond Fund,  Princor  Tax-Exempt Bond Fund, and
Princor Utilities Fund, collectively referred to as the "Income-Oriented Funds."
Each Fund has rating  limitations  with regard to the quality of securities that
may be held in the  portfolio.  The  rating  limitations  apply  at the  time of
acquisition  of a  security  and any  subsequent  change in a rating by a rating
service will not require  elimination  of a security from the Fund's  portfolio.
The Statement of Additional  Information contains descriptions of the ratings of
Moody's Investors Service,  Inc. ("Moody's") and Standard and Poor's Corporation
("S&P").

Princor Bond Fund
     The investment objective of Princor Bond Fund is to provide as high a level
of income as is consistent with  preservation of capital and prudent  investment
risk.

     In seeking to achieve the investment objective, the Fund will predominantly
invest in marketable fixed-income securities. Investments will be made generally
on a long-term basis, but the Fund may make short-term  investments from time to
time as deemed  prudent by the  Manager.  Longer  maturities  typically  provide
better yields but will subject the Fund to a greater  possibility of substantial
changes in the values of its portfolio securities as interest rates change.

     Under normal circumstances, the Fund will invest at least 65% of its assets
in  bonds  in one or  more  of the  following  categories:  (i)  corporate  debt
securities and taxable municipal obligations, which at the time of purchase have
an investment  grade rating within the four highest grades used by S&P (AAA, AA,
A or  BBB)  or by  Moody's  (Aaa,  Aa,  A or Baa) or  which,  if  nonrated,  are
comparable  in  quality  in the  opinion of the  Fund's  Manager;  (ii)  similar
Canadian corporate, Provincial and Federal Government securities payable in U.S.
funds; and (iii) securities issued or guaranteed by the United States Government
or its agencies or  instrumentalities.  The balance of the Fund's  assets may be
invested  in the  following  securities:  domestic  and foreign  corporate  debt
securities,  preferred  stocks,  common stocks that provide returns that compare
favorably with the yields on fixed income  investments,  common stocks  acquired
upon  conversion  of debt  securities  or preferred  stocks or upon  exercise of
warrants  acquired  with debt  securities  or otherwise  and foreign  government
securities.  The debt securities and preferred  stocks in which the Fund invests
may be  convertible  or  nonconvertible.  Securities  rated below BBB or Baa are
commonly  referred to as junk bonds.  The Fund does not intend to purchase  debt
securities rated lower than Ba3 by Moody's or BB- by S&P (bonds which are judged
to  have   speculative   elements;   their  future   cannot  be   considered  as
well-assured). The rating services' descriptions of BBB or Baa securities are as
follows:  Moody's Investors  Service,  Inc. Bond Ratings -- Baa: Bonds which are
rated Baa are  considered as medium grade  obligations,  i.e.,  they are neither
highly protected nor poorly secured.  Interest  payments and principal  security
appear adequate for the present but certain  protective  elements may be lacking
or may be  characteristically  unreliable  over any great  length of time.  Such
bonds lack outstanding  investment  characteristics and in fact have speculative
characteristics as well. Standard & Poor's Corporation Bond Ratings -- BBB: Debt
rated "BBB" is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters,  adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity to pay interest and repay principal for debt in this category
than for debt in higher-rated categories. See the discussion of the Princor High
Yield Fund for information  concerning  risks  associated with below  investment
grade bonds.

   
     During the fiscal year ended October 31, 1995, the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

           Moody's Rating                             Portfolio Percentage
                 Aa                                            .97%
                  A                                          16.78%
                Baa                                          78.67%
                 Ba                                           1.92%
                  B                                           1.66%

     The  above  percentage  for A rated  securities  include  .39%  of  unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.
    

     Cash  equivalents in which the Fund invests  include  corporate  commercial
paper rated A-1+, A-1 or A-2 by S&P or P-1 or P-2 by Moody's, unrated commercial
paper issued by corporations  with outstanding debt securities rated in the four
highest grades by S&P and Moody's and bank  certificates of deposit and bankers'
acceptances  issued or  guaranteed  by national  or state  banks and  repurchase
agreements  considered  by the Fund to have  investment  quality.  Under unusual
market or economic  conditions,  the Fund for temporary  defensive  purposes may
invest up to 100% of its assets in cash or cash equivalents.

Princor Government Securities Income Fund
     The objective of Princor Government  Securities Income Fund is a high level
of current income, liquidity and safety of principal.

     The Fund will  invest in  obligations  issued or  guaranteed  by the United
States  Government  or by its agencies or  instrumentalities  and in  repurchase
agreements   collateralized  by  such  obligations.   Such  securities   include
Government National Mortgage Association  ("GNMA")  Certificates of the modified
pass-through type, Federal National Mortgage Association  ("FNMA")  Obligations,
Federal Home Loan Mortgage Corporation  ("FHLMC")  Certificates and Student Loan
Marketing   Association   ("SLMA")   Certificates  and  other  U.S.   Government
Securities.  GNMA is a  wholly-owned  corporate  instrumentality  of the  United
States whose  securities  and guarantees are backed by the full faith and credit
of  the  United  States.   FNMA,  a  federally   chartered  and  privately-owned
corporation,  FHLMC,  a federal  corporation,  and SLMA, a government  sponsored
stockholder-owned  organization, are instrumentalities of the United States. The
securities  and guarantees of FNMA,  FHLMC and SLMA are not backed,  directly or
indirectly,  by the full  faith and credit of the United  States.  Although  the
Secretary of the Treasury of the United  States has  discretionary  authority to
lend FNMA up to $2.25 billion outstanding at any time, neither the United States
nor any agency thereof is obligated to finance  FNMA's or FHLMC's  operations or
to assist FNMA or FHLMC in any other  manner.  The Fund may maintain  reasonable
amounts of cash or short-term  debt  securities  not issued or guaranteed by the
U.S. Government or its agencies or  instrumentalities  for daily cash management
purposes or pending selection of long-term investments.

     Depending on market conditions,  a substantial portion of the assets may be
invested  in  GNMA  Certificates  of  the  modified  pass-through  type  and  in
repurchase  agreements  collateralized  by such  obligations.  GNMA is a  United
States  Government  corporation  within  the  Department  of  Housing  and Urban
Development.  GNMA Certificates are mortgage-backed  securities  representing an
interest in a pool of  mortgage  loans.  Such loans are made by lenders  such as
mortgage  bankers,  insurance  companies,  commercial banks and savings and loan
associations.   Then,   they  are  either   insured  by  the   Federal   Housing
Administration (FHA) or they are guaranteed by the Veterans  Administration (VA)
or Farmers Home  Administration  (FmHA).  The lender or other prospective issuer
creates  a  specific  pool of such  mortgages,  which  it  submits  to GNMA  for
approval.  After approval, a GNMA Certificate is typically offered by the issuer
to investors through securities dealers.

     GNMA  Certificates  differ from bonds in that the principal is scheduled to
be paid back by the borrower on a monthly basis over the life of the loan rather
than  returned  in  a  lump  sum  at  maturity.   Modified   pass-through   GNMA
Certificates,  which  are the only  kind in which the Fund  intends  to  invest,
entitle the holder to receive all interest and  principal  payments  owed on the
mortgages  in the pool  (net of the  issuer  and GNMA fee of .5%  prescribed  by
regulation),  regardless  of whether or not the mortgagor has made such payment.
The timely payment of interest and principal is guaranteed by the full faith and
credit of the United States Government.

     Although the payment of interest and principal is guaranteed, the guarantee
does not extend to the value of a GNMA Certificate or the value of the shares of
the Fund.  The market value of a GNMA  Certificate  typically  will fluctuate to
reflect  changes in prevailing  interest rates. It falls when rates increase (as
does the market value of other debt  securities) and it rises when rates decline
(but it may not rise on a comparable basis with other debt securities because of
its  prepayment  feature),  and,  therefore,  may be more or less  than the face
amount of the GNMA Certificate, which reflects the aggregate principal amount of
the  underlying  mortgages.  As a result the net asset value of Fund shares will
fluctuate as interest rates change.

     Mortgagors may pay off their mortgages at any time. Expected prepayments of
the  mortgages can affect the market value of the GNMA  Certificate,  and actual
prepayments  can  affect  the  return  ultimately  received.  Prepayments,  like
scheduled  payments  of  principal,  are  reinvested  by the Fund at  prevailing
interest  rates  which  may be  less  than  the  rate on the  GNMA  Certificate.
Prepayments  are likely to increase as the interest rate for new mortgages moves
lower than the rate on the GNMA Certificate.  Moreover,  if the GNMA Certificate
had been  purchased  at a premium  above  principal  because  its rate  exceeded
prevailing  rates,  the premium is not  guaranteed and a decline in value to par
may result in a loss of the premium especially in the event of prepayment.

     The FNMA and FHLMC securities in which the Fund invests are very similar to
GNMA  certificates  as described  above but are not guaranteed by the full faith
and credit of the United States but rather by the agency itself.  FNMA and FHLMC
securities are rated Aaa by Moody's and AAA by Standard & Poor's.  These ratings
reflect  the  status  of FNMA  and  FHLMC  as  federal  agencies  as well as the
important role each plays in financing purchases of homes in the U.S.

     Student   Loan   Marking    Association    is   a   government    sponsored
stockholder-owned  organization  whose goal is to provide liquidity to financial
and  educational  institutions.  SLMA provides  liquidity by purchasing  student
loans,  which are  principally  government  guaranteed  loans  issued  under the
Federal Guaranteed Student Loan Program and the Health Education Assistance Loan
Program.  SLMA  securities  are not  guaranteed by the U.S.  Government  but are
obligations  solely of the  agency.  SLMA  senior  debt issues in which the Fund
invests are rated AAA by Standard & Poor's and Aaa by Moody's.

     There are other  obligations  issued or  guaranteed  by the  United  States
Government   (such  as  U.S.   Treasury   securities)  or  by  its  agencies  or
instrumentalities  that are either supported by the full faith and credit of the
U.S. Treasury or the credit of a particular agency or instrumentality.  Included
in the  latter  category  are  Federal  Home  Loan Bank and Farm  Credit  Banks.
Obligations  not  guaranteed  by the United States  Government  are highly rated
because they are issued by indirect branches of government. Such paper is issued
as needs arise by an agency and is traded regularly in denominations  similar to
those in which government obligations are traded.

     The Fund will not engage in the  trading of  securities  for the purpose of
realizing  short-term  profits,  but it will adjust its  portfolio as considered
advisable in view of prevailing or anticipated  market conditions and the Fund's
investment  objective.  Accordingly,  the Fund may sell portfolio  securities in
anticipation  of a rise in interest rates and purchase  securities for inclusion
in its portfolio in anticipation of a decline in interest rates.

     As a hedge  against  changes  in  interest  rates,  the Fund may enter into
contracts with dealers in GNMA Certificates  whereby the Fund agrees to purchase
or sell an  agreed-upon  principal  amount of GNMA  Certificates  at a specified
price on a certain  date.  The Fund may enter into similar  purchase  agreements
with issuers of GNMA  Certificates  other than  Principal  Mutual Life Insurance
Company.  The Fund may also purchase optional delivery standby commitments which
give the Fund the right to sell  particular  GNMA  Certificates  at a  specified
price on a  specified  date.  Failure of the other  party to such a contract  or
commitment  to abide by the terms thereof could result in a loss to the Fund. To
the extent the Fund engages in delayed  delivery  transactions it will do so for
the purpose of acquiring  portfolio  securities  consistent  with its investment
objective  and  policies  and not for the purpose of  investment  leverage or to
speculate on interest rate changes. Liability accrues to the Fund at the time it
becomes  obligated to purchase such  securities,  although  delivery and payment
occur at a later  date.  From the time the Fund  becomes  obligated  to purchase
securities on a delayed  delivery  basis,  the Fund has all the rights and risks
attendant to the ownership of a security except that no interest  accrues to the
purchaser until delivery.  At the time the Fund enters into a binding obligation
to purchase such securities,  Fund assets of a dollar amount  sufficient to make
payment for the securities to be purchased will be segregated.  The availability
of liquid  assets for this  purpose and the effect of asset  segregation  on the
Fund's ability to meet its current obligations, to honor requests for redemption
and to have its investment  portfolio  managed properly will limit the extent to
which the Fund may engage in  forward  commitment  agreements.  Except as may be
imposed by these  factors,  there is no limit on the percent of the Fund's total
assets that may be committed to transactions in such agreements.

Princor High Yield Fund
     Princor  High Yield  Fund's  primary  investment  objective is high current
income.  Capital  growth  is a  secondary  objective  when  consistent  with the
objective of high current income. This Fund is designed for investors willing to
assume additional risk in return for above average income.

     In seeking to attain the Fund's objective of high current income,  the Fund
invests primarily in high yielding,  lower or nonrated  fixed-income  securities
(commonly known as "junk bonds"), constituting a diversified portfolio which the
Fund  Manager  believes  does not  involve  undue  risk to income or  principal.
Normally, at least 80% of the Fund's assets will be invested in debt securities,
convertible  securities (both debt and preferred stock) or preferred stocks that
are consistent with its primary investment objective of high current income. The
Fund's  remaining  assets may be  invested  in common  stocks  and other  equity
securities  in which the  Growth-Oriented  Funds may invest  when these types of
investments are consistent with the objective of high current income.

     The Fund  seeks to invest its  assets in  securities  rated Ba1 or lower by
Moody's or BB+ or lower by S&P or in unrated securities which the Fund's Manager
believes are of comparable quality.  These securities are regarded,  on balance,
as  predominantly  speculative  with  respect to the  issuer's  capacity  to pay
interest and to repay  principal in accordance with the terms of the obligation.
The Fund will not invest in securities  rated below Caa by Moody's and below CCC
by S&P.

     The rating services'  descriptions of securities rating categories in which
the Fund may normally invest are as follows:

     Moody's Investors Service, Inc. Bond Ratings - Ba: Bonds which are rated Ba
are judged to have  speculative  elements;  their future cannot be considered as
well-assured.  Often the  protection of interest and  principal  payments may be
very  moderate and thereby not well  safeguarded  during both good and bad times
over the future.  Uncertainty of position  characterizes bonds in this class. B:
Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

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

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

     Standard & Poor's  Corporation  Bond  Ratings - BB, B, CCC,  CC: Debt rated
"BB", "B", "CCC" and "CC" is regarded, on balance, as predominantly  speculative
with respect to capacity to pay interest and repay  principal in accordance with
the terms of the obligation. "BB" indicates the lowest degree of speculation and
"CC" the highest  degree of  speculation.  While such debt will likely have some
quality  and   protective   characteristics,   these  are  outweighed  by  large
uncertainties or major risk exposures to adverse conditions.

     Plus (+) or Minus (-): The ratings from "AA" to "BB" may be modified by the
addition  of a plus or minus  sign to show  relative  standing  within the major
rating categories.

     The  higher-yielding,  lower-rated  securities in which the High Yield Fund
invests  present  special  risks to investors.  The market value of  lower-rated
securities  may be more  volatile  than  that  of  higher-rated  securities  and
generally tends to reflect the market's  perception of the  creditworthiness  of
the issuer and  short-term  market  developments  to a greater  extent than more
highly-rated securities,  which reflect primarily fluctuations in general levels
of interest rates. Periods of economic uncertainty and change can be expected to
result in increased  volatility in the market value of  lower-rated  securities.
Further,  such  securities may be subject to greater risks of loss of income and
principal,  particularly in the event of adverse  economic  changes or increased
interest rates, because their issuers generally are not as financially secure or
as  creditworthy  as issuers of higher-rated  securities.  Additionally,  to the
extent  that there is not a national  market  system  for  secondary  trading of
lower-rated securities,  there may be a low volume of trading in such securities
which  may  make it more  difficult  to  value  or sell  those  securities  than
higher-rated securities. Adverse publicity and investor perceptions,  whether or
not based on fundamental analysis, may decrease the values and liquidity of high
yield securities, especially in a thinly traded market.

     Investors should recognize that the market for higher-yielding, lower-rated
securities  is a relatively  recent  development  that has not been tested by an
economic  recession.  An economic  downturn may severely  disrupt the market for
such  securities and cause  financial  stress to the issuers which may adversely
affect the value of the  securities  held by the High Yield Fund and the ability
of the issuers of the  securities  held by it to pay principal  and interest.  A
default by an issuer may result in the Fund  incurring  additional  expenses  to
seek recovery of the amounts due it.

     Some of the securities in which the Fund invests  contain call  provisions.
If the issuer of such a  security  exercises  a call  provision  in a  declining
interest  rate  market,  the Fund  would  have to replace  the  security  with a
lower-yielding security, resulting in a decreased return for investors. Further,
a  higher-yielding  security's  value will  decrease in a rising  interest  rate
market, which will be reflected in the Fund's net asset value per share.

     Investors  should  carefully  consider their ability to assume the risks of
investing in lower-rated securities before making an investment in the Fund, and
should be prepared to maintain their investment during periods of adverse market
conditions. Investors should not rely on the Fund for their short-term financial
needs.

   
     The Fund seeks to minimize the risks of investing in lower-rated securities
through   diversification,   investment   analysis  and   attention  to  current
developments in interest rates and economic conditions. Because the Fund invests
primarily in securities in the lower rating  categories,  the achievement of the
Fund's goals is more  dependent on the Manager's  ability than would be the case
if the Fund were  investing  in  securities  in the  higher  rating  categories.
Although the Fund's Manager  considers  security ratings when making  investment
decisions, it performs its own investment analysis and does not rely principally
on the  ratings  assigned  by the rating  services.  There are risks in applying
credit ratings as a method for evaluating  high yield  securities.  For example,
credit ratings evaluate the safety of principal and interest  payments,  not the
market value risk of high yield securities,  and credit rating agencies may fail
to make  timely  changes in credit  ratings to reflect  subsequent  events.  The
Manager's analysis includes traditional security analysis considerations such as
the issuer's experience and managerial  strength,  changing financial condition,
borrowing  requirements or debt maturity  schedules,  and its  responsiveness to
changes in business  conditions and interest rates.  It also considers  relative
values based on  anticipated  cash flow,  interest or dividend  coverage,  asset
coverage  and earnings  prospects.  In addition,  the Manager  analyzes  general
business  conditions and other factors such as  anticipated  changes in economic
activity and interest rates, the  availability of new investment  opportunities,
and the  economic  outlook for  specific  industries.  The Manager  continuously
monitors  the issuers of portfolio  securities  to determine if the issuers will
have  sufficient  cash flow and profits to meet required  principal and interest
payments and to assure the securities' liquidity so the Fund can meet redemption
requests.  During the fiscal year ended October 31, 1995,  the percentage of the
Fund's  portfolio  securities  invested in the various  ratings  established  by
Moody's,  based  upon the  weighted  average  ratings of the  portfolio,  was as
follows:

           Moody's Rating                             Portfolio Percentage
                Baa                                          2.27%
                 Ba                                         41.53%
                  B                                         55.72%
                  C                                           .48%
    

   
The above percentages for Ba and B rated securities  include unrated  securities
in the amount of .65% and .34%, respectively,  which have been determined by the
Manager to be of comparable quality.
    

     There may be times  when,  in the  Manager's  judgment,  unusual  market or
economic   conditions  make  pursuing  the  Fund's  basic  investment   strategy
inconsistent  with the best  interests  of its  shareholders.  At such times the
Manager  may  employ  alternative   strategies,   primarily  seeking  to  reduce
fluctuations  in  the  value  of  the  Fund's  assets.  In  implementing   these
"defensive"  strategies,   the  Fund  may  temporarily  invest  in  money-market
instruments  of all types,  higher-rated  fixed-income  securities  or any other
fixed-income  securities that the Fund considers  consistent with such strategy.
The yield to  maturity on these  securities  would  generally  be lower than the
yield to maturity on lower-rated  fixed-income  securities.  It is impossible to
predict when, or for how long, such alternative strategies will be utilized.

     The Fund's Manager buys and sells  securities  for the Fund  principally in
response  to its  evaluation  of an  issuer's  continuing  ability  to meet  its
obligations,  the  availability  of  better  investment  opportunities,  and its
assessment of changes in business  conditions and interest  rates.  From time to
time,  consistent with its investment  objectives,  the Fund may sell securities
that have  appreciated  in value because of declines in interest  rates.  It may
also trade securities for the purpose of seeking short-term profits.  Securities
may be sold in  anticipation  of a market decline or bought in anticipation of a
market rise.  They may also be traded for  securities of comparable  quality and
maturity to take advantage of perceived short-term  disparities in market values
or yields.

   
Princor Short-Term Bond Fund
     The  objective of Princor  Short-Term  Bond Fund is to seek a high level of
current income consistent with a relatively high level of principal stability by
investing in a portfolio of securities with a dollar weighted  average  maturity
of five years or less.  The Fund seeks to achieve  its  objective  by  investing
primarily in high grade, short-term debt securities.

     The Fund will invest, under normal circumstances, at least 80% of its total
assets  in  securities  issued  or  guaranteed  by the  United  States  ("U.S.")
Government or its agencies or instrumentalities  (as described in the discussion
of Princor Government  Securities Income Fund) and other debt securities of U.S.
issuers rated within the three highest grades used by Standard & Poor's (AAA, AA
or A) or by Moody's (Aaa,  Aa, or A) or which,  if nonrated,  are  comparable in
quality in the opinion of the Fund's  Manager.  The balance of the Fund's assets
may be  invested in debt  securities  rated in the fourth  highest  grade by the
major rating  services  (i.e.,  at least "Baa" by Moody's  Investors  Service or
"BBB" by Standard & Poor's Corporation,  or their equivalents) or, if not rated,
judged to be of comparable  quality.  Securities rated BBB or Baa are considered
investment grade securities  having adequate  capacity to pay interest and repay
principal.  Such securities may have speculative  characteristics,  however, and
changes in economic and other  conditions  are more likely to lead to a weakened
capacity  of the  issuer  of such  securities  to make  principal  and  interest
payments  than  is  the  case  with  higher  rated   securities.   Under  normal
circumstances,  the Fund will maintain a dollar weighted average maturity of not
more  than five  years.  In  determining  the  average  maturity  of the  Fund's
portfolio,  the Manager may adjust the maturity  dates on callable or prepayable
securities to reflect the Manager's  judgment  regarding the  likelihood of such
securities being called or prepaid.

     The Fund may also invest in other debt securities  including corporate debt
securities  such as bonds,  notes  and  debentures,  mortgage-backed  securities
including collateralized mortgage obligations and other asset-backed securities.
For  a  more  complete  description  of  asset-backed  securities,  see "Princor
Government Securities Income Fund" duscusssion.

     Cash  equivalents in which the Fund invests  include  corporate  commercial
paper rated A-1+, A-1 or A-2 by S&P or P-1 or P-2 by Moody's, unrated commercial
paper issued by corporations  with outstanding debt securities rated in the four
highest grades by S&P and Moody's and bank  certificates of deposit and bankers'
acceptances  issued or  guaranteed  by national  or state  banks and  repurchase
agreements  considered  by the Fund to have  investment  quality.  Under unusual
market or economic  conditions,  the Fund for temporary defensive purposes,  may
invest up to 100% of its assets in cash or cash equivalents.
    

Princor Tax-Exempt Bond Fund
     The objective of Princor Tax-Exempt Bond Fund is to seek as high a level of
current income exempt from federal income tax as is consistent with preservation
of capital.  The Fund seeks to achieve its objective by investing primarily in a
diversified  portfolio  of  securities  issued by or on behalf of state or local
governments  or  other  public   authorities.   Interest  on  these  obligations
("Municipal  Obligations")  is exempt from federal  income tax in the opinion of
bond counsel to the issuer.

     The Fund will invest, during normal market conditions,  at least 80% of its
total assets in Municipal  Obligations which, at the time of purchase,  meet the
following standards: (a) Municipal Bonds rated within the four highest grades by
(i) Moody's,  these ratings are:  Aaa, Aa, A and Baa or (ii) S&P,  these ratings
are: AAA, AA, A and BBB; (b)  Municipal  Notes rated within the highest grade by
Moody's (MIG-1) or S&P (SP-1);  (c) Municipal  Commercial Paper rated within the
highest  grade by Moody's  (Prime-1)  or S&P (A-1);  and (d)  unrated  Municipal
Obligations comparable in quality to those described above in the opinion of the
Fund's Manager.

     The Fund may invest up to 20% of its total assets in Municipal  Obligations
that do not meet the standards  required for the balance of the portfolio as set
forth above.  Securities rated below BBB or Baa are commonly referred to as junk
bonds.  These investments  normally will provide an opportunity for higher yield
but  will be more  speculative  than  Municipal  Obligations  that  meet  higher
standards. They typically will entail greater price volatility and a higher risk
of default, that is, the nonpayment of interest and principal by the issuer. The
Fund does not intend to purchase Municipal  Obligations that would be in default
as to payment of either  interest or  principal  at the time of  purchase.  As a
result,  it will not purchase  Municipal  Bonds rated lower than B by Moody's or
S&P (bonds that are  predominantly  speculative  with respect to capacity to pay
interest and repay  principal in accordance with the terms of the obligation) or
Municipal Notes or Municipal Commercial Paper which is unrated by either Moody's
or S&P and which in the  opinion of the  Fund's  Manager  is not  comparable  in
quality to rated obligations.  See the discussion of the Princor High Yield Fund
for information concerning risks associated with below-investment grade bonds.

     The  Fund  may  also  invest  from  time to time in the  following  taxable
securities which mature one year or less from the time of purchase:  Obligations
issued  or  guaranteed  by the  United  States  Government  or its  agencies  or
instrumentalities ("U.S. Government securities"),  domestic bank certificates of
deposit and bankers'  acceptances,  commercial paper,  short-term corporate debt
securities and repurchase agreements ("Taxable Investments"). The Fund will make
Taxable  Investments   primarily  for  liquidity  purposes  or  as  a  temporary
investment  of cash  pending its  investment  in Municipal  Obligations.  During
normal  market  conditions,  the Fund will not invest more than 20% of its total
assets in Taxable  Investments,  the  Municipal  Obligations  identified  in the
preceding  paragraph and Municipal  Obligations the interest on which is treated
as a tax preference  item for purposes of the federal  alternative  minimum tax.
The Fund, however, may temporarily invest more than 20% of its assets in Taxable
Investments  when in the opinion of the Fund's  Manager it is advisable to do so
for defensive purposes because of market conditions.

     The Fund may not invest more than 5% of its total assets in the  securities
of any one issuer  (except for U.S.  Government  securities),  but it may invest
without limit in debt  obligations  of issuers  located in the same state and in
debt  obligations  which are repayable  out of revenue  sources  generated  from
economically  related  projects  or  facilities.  Sizeable  investments  in such
obligations  could  involve an  increased  risk to the Fund  since an  economic,
business or political  development  or change  affecting one security could also
affect others. The Fund may also invest without limit in industrial  development
bonds, which are issued by industrial development  authorities but may be backed
only by the assets and revenues of the  non-governmental  entities  that use the
facilities financed by the bonds.

     During the fiscal year ended October 31, 1995, the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

   
          Moody's Rating                             Portfolio Percentage
               Aaa                                          2.49%
                AA                                         26.66%
                 A                                         33.29%
               Baa                                         30.98%
                Ba                                          3.52%

     The above  percentages for AA, A and Baa rated  securities  include unrated
securities  in the amount of 1.31%,  3.54% and 6.22%,  respectively,  which have
been determined by the Manager to be of comparable quality.
    

     The Fund will not engage in the  trading of  securities  for the purpose of
realizing  short-term  profits,  but it will adjust its  portfolio as considered
advisable in view of prevailing or anticipated  market conditions and the Fund's
investment  objective.  Accordingly,  the Fund may sell portfolio  securities in
anticipation  of a rise in interest rates and purchase  securities for inclusion
in its portfolio in anticipation of a decline in interest rates.

     From time to time,  proposals have been introduced  before Congress for the
purpose of  restricting  or  eliminating  the federal  income tax  exemption for
interest on Municipal Obligations. It may be expected that similar proposals may
be introduced in the future. If such a proposal were enacted, the ability of the
Fund to pay "exempt interest"  dividends may be adversely  affected and the Fund
would  reevaluate its investment  objective and policies and consider changes in
its structure.

Princor Utilities Fund
     The investment  objective of Princor  Utilities Fund is to provide  current
income and long-term growth of income and capital. The Fund seeks to achieve its
investment   objective  by  investing   primarily  in  equity  and  fixed-income
securities  of  companies  engaged in the public  utilities  industry.  The term
"public  utilities  industry"  consists of companies engaged in the manufacture,
production, generation,  transmission, sale and distribution of gas and electric
energy,  as well as companies  engaged in the  communications  field,  including
telephone,   telegraph,  satellite,  microwave  and  other  companies  providing
communication  facilities  for the public,  but  excluding  public  broadcasting
companies.  For purposes of the Fund, a company will be  considered to be in the
public utilities  industry if, during the most recent  twelve-month  period,  at
least 50% of the company's gross revenues,  on a consolidated  basis, is derived
from the public utilities industry. Under normal market conditions, the Fund, as
an  investment  policy,  will invest at least 65%, and may invest up to 100%, of
its total assets in  securities of companies in the public  utilities  industry,
and as a matter of fundamental  policy will invest no less than 25% of its total
assets in those securities.  As a non-fundamental  policy,  the Fund may not own
more  than 5% of the  outstanding  voting  securities  of more  than one  public
utility company as defined by the Public Utility Holding Company Act of 1935.

     The Fund invests in both equity  securities  (as defined  previously  under
"Growth-Oriented  Funds")  and fixed-  income  securities  (bonds and  preferred
stock) in the public utilities industry. The Fund does not have any set policies
to concentrate within any particular segment of the utilities industry. The Fund
will shift its asset allocation without  restriction  between types of utilities
and  between  equity  and  fixed-income  securities  based  upon  the  Manager's
determination  of how to achieve  the Fund's  investment  objective  in light of
prevailing  market,  economic  and  financial  conditions.  For  example,  at  a
particular  time the  Manager  may choose to  allocate  up to 100% of the Fund's
assets in a particular type of security (for example, equity securities) or in a
specific utility industry segment (for example, electric utilities).

     Fixed-income  securities  in which the Fund may invest are debt  securities
and preferred  stocks,  which are rated at the time of purchase Baa or better by
Moody's  or BBB or better by S&P,  or which,  if  unrated,  are  deemed to be of
comparable  quality by the Fund's  Manager.  A  description  of  corporate  bond
ratings is contained in the Appendix to the Statement of Additional Information.
The rating  services'  descriptions  of Baa or BBB  securities  are as  follows:
Moody's Investors  Service,  Inc. Bond ratings -- Baa: Bonds which are rated Baa
are  considered  as medium  grade  obligations,  i.e.,  they are neither  highly
protected nor poorly secured.  Interest  payments and principal  security appear
adequate for the present but certain  protective  elements may be lacking or may
be characteristically  unreliable over any great length of time. Such bonds lack
outstanding   investment   characteristics   and  in   fact   have   speculative
characteristics  as well.  Standard and Poor's  Corporation Bond Ratings -- BBB:
Debt rated "BBB" is regarded as having an adequate  capacity to pay interest and
repay principal.  Whereas it normally exhibits adequate  protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a  weakened  capacity  to pay  interest  and  repay  principal  for debt in this
category than for debt in higher-rated categories.

     If a  fixed-income  security  held by the Fund is  rated  BBB or Baa and is
subsequently down graded by a rating agency,  the Fund will retain such security
in its portfolio until the Manager determines that it is practicable to sell the
security without undue market or tax consequences to the Fund.

     While the Fund will invest  primarily in the  securities of public  utility
companies,  it may invest up to 35% of its total assets in those securities that
are permissible  investments for the Balanced Fund. See "Princor  Balanced Fund"
and "Certain  Investment  Policies and Restrictions."  However the Fund will not
invest in fixed-income securities rated below Baa by Moody's or BBB by S&P.

     When in the opinion of the Manager  current  market or economic  conditions
warrant, the Fund may for temporary defensive purposes place all or a portion of
its assets in cash,  on which the Fund would earn no income,  cash  equivalents,
bank  certificates  of  deposit,  bankers  acceptances,  repurchase  agreements,
commercial  paper,  commercial  paper master notes or United  States  Government
securities.  When  investing  for temporary  defensive  purposes the Fund is not
investing so as to achieve its investment objective.  The Fund may also maintain
reasonable  amounts  of  cash or  short-term  debt  securities  for  daily  cash
management purposes or pending selection of particular long-term investments.

     The public utilities  industry as a whole has certain  characteristics  and
risks particular to that industry.  Unlike industrial companies, the rates which
utility companies may charge their customers generally are subject to review and
limitation by governmental  regulatory  commissions.  Although rate changes of a
utility usually  fluctuate in approximate  correlation with financing costs, due
to political and regulatory factors rate changes ordinarily occur only following
a delay after the changes in financing costs. This factor will tend to favorably
affect a utility company's  earnings and dividends in times of decreasing costs,
but conversely  will tend to adversely  affect earnings and dividends when costs
are rising. In addition,  the value of public utility debt securities (and, to a
lesser extent,  equity securities) tends to have an inverse  relationship to the
movement of interest rates.

     Among the risks affecting the utilities  industry are the following:  risks
of increases in fuel and other  operating  costs;  the high cost of borrowing to
finance  capital  construction  during  inflationary  periods;  restrictions  on
operations  and  increased  costs and delays  associated  with  compliance  with
environmental  and nuclear  safety  regulations;  the  difficulties  involved in
obtaining  natural  gas  for  resale  or  fuel  for  generating  electricity  at
reasonable  prices;  the risks in connection with the construction and operation
of nuclear  power  plants;  the  effects of energy  conservation  and effects of
regulatory  changes,  such as the possible  adverse effects on profits of recent
increased competition among  telecommunications  companies and the uncertainties
resulting   from  such   companies'   diversification   into  new  domestic  and
international  businesses,  as well as agreements by many such companies linking
future rate increases to inflation or other factors not directly  related to the
actual operating profits of the enterprise.

     MONEY MARKET FUNDS

     The Princor  Funds  currently  include two Funds which seek a high level of
income  through  investments in short-term  securities.  These Funds are Princor
Cash Management  Fund and Princor  Tax-Exempt  Cash  Management  Fund,  together
referred to as the "Money  Market  Funds."  Securities in which the Money Market
Funds will invest may not yield as high a level of current  income as securities
of lower quality and longer  maturities  which  generally  have less  liquidity,
greater market risk and more fluctuation.

     Each of the Money  Market  Funds will limit its  portfolio  investments  to
United States dollar  denominated  instruments that the Manager,  subject to the
oversight of the Board of Directors, determines present minimal credit risks and
which at the time of  acquisition  are  "Eligible  Securities"  as that  term is
defined in regulations issued under the Investment Company Act of 1940.
Eligible Securities include:

     (1) A security with a remaining  maturity of 397 days or less that is rated
         (or that has been  issued by an issuer  that is rated in  respect  to a
         class of  short-term  debt  obligations,  or any  security  within that
         class,  that is  comparable in priority and security with the security)
         by a nationally  recognized  statistical rating  organization in one of
         the two highest rating categories for short-term debt obligations; or

     (2) A security that at the time of issuance was a long-term security with a
         remaining  maturity of 397 calendar days or less,  and whose issuer has
         received from a nationally recognized statistical rating organization a
         rating,  with respect to a class of short-term debt obligations (or any
         security  within  that class) that is now  comparable  in priority  and
         security with the security, in one of the two highest rating categories
         for short-term debt obligations; or

     (3) an unrated security that is of comparable quality to a security meeting
         the requirements of (1) or (2) above, as determined by the board of 
         directors.

     Princor  Cash  Management  Fund will not  invest  more than 5% of its total
assets in the following securities:

     (1) Securities  which,  when acquired by the Fund (either initially or upon
         any  subsequent  rollover),  are  rated in the  second  highest  rating
         category for short-term debt obligations;

     (2) Securities which at the time of issuance were long-term  securities but
         when  acquired  by the Fund have a remaining  maturity of 397  calendar
         days or less, if the issuer of such  securities is rated,  with respect
         to a class of comparable  short-term  debt  obligations,  in the second
         highest rating category for short-term obligations; and

     (3) Securities  which are unrated but are determined by the Fund's Board of
         Directors to be of comparable quality to securities rated in the second
         highest rating category for short-term debt obligations.

     Each Fund will maintain a dollar-weighted  average portfolio maturity of 90
days or less. Each Fund intends to hold its investments until maturity,  but may
on occasion  trade  securities  to take  advantage of market  variations.  Also,
revised  valuations of an issuer or redemptions may result in sales of portfolio
investments  prior to maturity or at a time when such sales might  otherwise not
be desirable.  Each Fund's right to borrow to facilitate  redemptions may reduce
the need for such sales.  The sale of  portfolio  securities  would be a taxable
event. See "Tax Treatment of the Funds,  Dividends and Distributions." It is the
policy of the Money Market Funds to be as fully invested as reasonably practical
at all times to maximize current income.

     Since portfolio assets of the Money Market Funds will consist of short-term
instruments, replacement of portfolio securities will occur frequently. However,
since these Funds expect to usually  transact  purchases  and sales of portfolio
securities with issuers or dealers on a net basis,  it is not  anticipated  that
the Funds will pay any significant brokerage commissions.  The Funds are free to
dispose of portfolio  securities at any time, when changes in  circumstances  or
conditions make such a move desirable in light of their investment objectives.

Princor Cash Management Fund
     The objective of Princor Cash Management Fund is to seek as high a level of
current income available from short-term  securities as is considered consistent
with  preservation  of principal and  maintenance  of liquidity by investing its
assets  in  a  portfolio  of  money  market  instruments.   These  money  market
instruments are U.S. Government  Securities,  U.S. Government Agency Securities,
Bank  Obligations,  Commercial Paper,  Short-term  Corporate Debt and Repurchase
Agreements,  which  are  described  briefly  below  and in  more  detail  in the
Statement of Additional Information.

     U.S. Government  Securities are securities issued or guaranteed by the U.S.
Government, including treasury bills, notes and bonds.

     U.S.  Government Agency Securities are obligations  issued or guaranteed by
agencies or  instrumentalities  of the U.S.  Government whether supported by the
full faith and credit of the U.S. Treasury or only by the credit of a particular
agency or instrumentality.

     Bank  Obligations  consist of  certificates  of deposit which are generally
negotiable  certificates issued against funds deposited in a commercial bank for
a definite period of time and earning a specified return and bankers acceptances
which are time  drafts  drawn on a  commercial  bank by a  borrower,  usually in
connection with international commercial transactions.

     Commercial  Paper is  short-term  promissory  notes issued by  corporations
primarily to finance short-term credit needs.

     Short-term  Corporate Debt consists of notes,  bonds or debentures which at
the time of purchase have one year or less remaining to maturity.

     Repurchase Agreements are transactions under which securities are purchased
from a bank or  securities  dealer with an agreement by the seller to repurchase
the securities at the same price plus interest at a specified  rate.  Generally,
Repurchase  Agreements  are of short  duration,  usually less than a week but on
occasion for longer periods.

Princor Tax-Exempt Cash Management Fund
     The objective of Princor  Tax-Exempt  Cash Management Fund is to provide as
high a level of current  interest  income  exempt from federal  income tax as is
consistent,  in the view of the Fund's  management,  with stability of principal
and the  maintenance  of  liquidity.  The Fund  seeks to achieve  its  objective
through  investment  in a  professionally  managed  portfolio  of high  quality,
short-term  obligations  that have been issued by or on behalf of state or local
governments  or other public  authorities  and that pay interest which is exempt
from federal income tax in the opinion of bond counsel to the issuer ("Municipal
Obligations").

     The Fund may  invest in  Municipal  Obligations  with  fixed,  variable  or
floating  interest rates and may invest in  participation  interests in pools of
Municipal  Obligations held by banks or other financial  institutions.  The Fund
may treat a variable or floating interest rate obligation as maturing before its
ultimate  maturity date if the Fund has acquired a right to sell the  obligation
that meets requirements established by the Securities and Exchange Commission.

     The Fund  expects to invest  primarily  in variable  rate or floating  rate
instruments.  Typically such  instruments  carry demand features  permitting the
Fund to redeem at par upon specified notice.  The Fund's right to obtain payment
at par on a demand  instrument upon demand could be affected by events occurring
between  the  date  the  Fund  elects  to  redeem  the  instrument  and the date
redemption  proceeds  are due which  affect the ability of the issuer to pay the
instrument  at par value.  The  Manager  will  monitor  on an ongoing  basis the
pricing,  quality and liquidity of such  instruments and will similarly  monitor
the ability of an issuer of a demand  instrument,  including  those supported by
bank letters of credit or  guarantees,  to pay principal and interest on demand.
Although the ultimate  maturity of such variable rate obligations may exceed one
year,  the Fund will treat the maturity of each variable rate demand  obligation
as the longer of (i) the notice period  required  before the Fund is entitled to
payment of the principal  amount through  demand,  or (ii) the period  remaining
until the next interest rate  adjustment.  Floating rate instruments with demand
features are deemed to have a maturity equal to the period  remaining  until the
principal amount can be recovered through demand.

     The Fund may also  invest  in bond  anticipation  notes,  tax  anticipation
notes, revenue anticipation notes, construction loan notes and bank notes issued
by governmental authorities to commercial banks as evidence of borrowings. Since
these  short-term  securities  frequently  serve as  interim  financing  pending
receipt  of  anticipated  funds  from  the  issuance  of  long-term  bonds,  tax
collections  or other  anticipated  future  revenues,  a weakness in an issuer's
ability to obtain such funds as anticipated  could adversely affect the issuer's
ability to meet its obligations on these short-term securities.

     The Fund may also  invest  from  time to time on a  temporary  basis in the
following  taxable  securities  which  mature  397 days or less from the time of
purchase:  Obligations  issued or guaranteed by the United States  Government or
its agencies or instrumentalities ("U.S. Government securities"),  domestic bank
certificates of deposit and bankers' acceptances,  commercial paper,  short-term
corporate debt securities and repurchase agreements  ("Temporary  Investments").
The Fund will make Temporary  Investments primarily for liquidity purposes or as
a temporary investment of cash pending its investment in Municipal  Obligations.
During normal market  conditions,  the Fund will not invest more than 20% of its
total assets in Temporary Investments. The Fund, however, may temporarily invest
more than 20% of its assets in Temporary  Investments when in the opinion of the
Fund's Manager it is advisable to maintain a temporary "defensive" posture.

     The  Fund  may  invest  in the  securities  of  other  open-end  investment
companies  but may not invest more than 10% of its assets in securities of other
investment companies,  invest more than 5% of its total assets in the securities
of any one investment company, or acquire more than 3% of the outstanding voting
securities of any one  investment  company  except in connection  with a merger,
consolidation  or plan of  reorganization.  The  Fund's  Manager  will waive its
management  fee on the Fund's assets  invested in  securities of other  open-end
investment  companies.  The Fund  will  generally  invest  in  other  investment
companies  only  for  short-term  cash  management  purposes  when  the  advisor
anticipates  the net return from the  investment to be superior to  alternatives
then  available.  The  Fund  will  generally  invest  only in  those  investment
companies  that have  investment  policies  requiring  investment  in securities
comparable in quality to those in which the Fund invests.

     The Fund may not invest more than 5% of its total assets in the  securities
of any one issuer  (except for U.S.  Government  securities),  but it may invest
without limit in debt  obligations  of issuers  located in the same state and in
debt  obligations  which are repayable  out of revenue  sources  generated  from
economically  related  projects  or  facilities.  Sizeable  investments  in such
obligations  could  involve an  increased  risk to the Fund  since an  economic,
business or political  development  or change  affecting one security could also
affect others. The Fund may also invest without limit in industrial  development
bonds, which are issued by industrial development  authorities but may be backed
only by the assets and revenues of the  non-governmental  entities  that use the
facilities financed by the bonds. The Fund,  however,  will not invest more than
20% of its total  assets in any  Municipal  Obligation  the interest on which is
treated as a tax preference item for purposes of the federal alternative minimum
tax, and during normal market conditions,  it will limit its investments in such
securities and in Temporary Investments to 20% of its total assets.

     Municipal   Obligations  are  subject  to  the  provisions  of  bankruptcy,
insolvency and other laws  affecting the rights and remedies of creditors,  such
as the  Federal  Bankruptcy  Act,  and laws,  if any,  which may be  enacted  by
Congress or any state  extending  the time for payment of principal or interest,
or both, or imposing other  constraints  upon enforcement of such obligations or
upon  municipalities to levy taxes. The power or ability of issuers to pay, when
due,  principal of and interest on Municipal  Obligations may also be materially
affected by the results of litigation or other conditions.

     From time to time,  proposals have been introduced  before Congress for the
purpose of  restricting  or  eliminating  the federal  income tax  exemption for
interest on Municipal Obligations. It may be expected that similar proposals may
be introduced in the future. If such a proposal were enacted, the ability of the
Fund to pay "exempt interest" dividends may be adversely affected,  and the Fund
would  reevaluate its investment  objective and policies and consider changes in
its structure.

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

     Following is a discussion of certain  investment  practices  that the Funds
may use in an effort to achieve their respective investment objectives.

Repurchase Agreements/Lending Portfolio Securities

     Each of the Funds may enter into  repurchase  agreements  with, and each of
the Funds, except the Capital Accumulation Fund, Growth Fund and Cash Management
Fund, may lend its portfolio  securities  to,  unaffiliated  broker-dealers  and
other unaffiliated qualified financial institutions.  These transactions must be
fully  collateralized  at all times, but involve some credit risk to the Fund if
the other party should  default on its  obligations,  and the Fund is delayed or
prevented  from  recovering on the  collateral.  See the Statement of Additional
Information for further  information  regarding the credit risks associated with
repurchase  agreements  and the  standards  adopted  by  each  Fund's  Board  of
Directors  to deal with those  risks.  None of the Funds  intends  either (i) to
enter into repurchase agreements that mature in more than seven days if any such
investment,  together with any other illiquid securities held by the Fund, would
amount to more than 15% (10% for the Government  Securities  Income Fund) of its
total assets or (ii) to lend securities in excess of 30% of its total assets.

Forward Commitments

     From time to time, each of the Income-Oriented  Funds and the Balanced Fund
may enter into forward commitment agreements which call for the Fund to purchase
or sell a security  on a future  date and at a price  fixed at the time the Fund
enters into the  agreement.  Each of these Funds may also acquire rights to sell
its investments to other parties, either on demand or at specific intervals.

Warrants

     Each of the Funds, except the Cash Management Fund,  Government  Securities
Income  Fund and  Tax-Exempt  Bond Fund,  may invest in warrants up to 5% of its
assets,  of which  not more than 2% may be  invested  in  warrants  that are not
listed on the New York or American  Stock  Exchange.  For the World Fund, the 2%
limitation also applies to warrants not listed on the Toronto Stock Exchange.

Borrowing

     As a matter of  fundamental  policy,  each Fund may  borrow  money only for
temporary or emergency  purposes.  Each of the Funds,  except the Balanced Fund,
Blue Chip Fund, Bond Fund,  Emerging Growth Fund,  Government  Securities Income
Fund, High Yield Fund,  Short-Term Bond Fund, Utilities Fund and World Fund, may
borrow  only from  banks.  Further,  each Fund may borrow  only in an amount not
exceeding 5% of its assets, except:

     (1) the Capital Accumulation Fund and Growth Fund, each of which may borrow
         only in an amount  not  exceeding  the lesser of (i) 5% of the value of
         its assets less liabilities other than such borrowings,  or (ii) 10% of
         its assets taken at cost at the time the borrowing is made;

     (2) the Cash  Management  Fund  which  may  borrow  only in an  amount  not
         exceeding the lesser of (i) 5% of the value of its assets,  or (ii) 10%
         of the value of its net assets taken at cost at the time the  borrowing
         is made; and

     (3) the Tax-Exempt Cash Management Fund which may borrow in an amount which
         permits  it to  maintain  a 300%  asset  coverage  and  while  any such
         borrowing exceeds 5% of the Fund's total assets no additional purchases
         of investment securities will be made. If due to market fluctuations or
         other  reasons  the  Fund's  asset  coverage  falls  below  300% of its
         borrowings, the Fund will reduce its borrowings within 3 business days.
         To do this, the Fund may have to sell a portion of its investments at a
         time when it may be disadvantageous to do so.

Options

   
     The  Balanced  Fund,  Blue Chip Fund,  Bond  Fund,  Emerging  Growth  Fund,
Government  Securities  Income  Fund,  High Yield  Fund,  Short-Term  Bond Fund,
Utilities Fund and World Fund may purchase  covered spread options,  which would
give the Fund the right to sell a security that it owns at a fixed dollar spread
or yield spread in relationship to another  security that the Fund does not own,
but which is used as a  benchmark.  These same Funds may also  purchase and sell
financial futures contracts,  options on financial futures contracts and options
on securities and securities indices,  but will not invest more than 5% of their
assets  in the  purchase  of  options  on  securities,  securities  indices  and
financial  futures  contracts  or in initial  margin and  premiums on  financial
futures contracts and options thereon. The Funds may write options on securities
and securities  indices to generate  additional revenue and for hedging purposes
and may enter into  transactions in financial  futures  contracts and options on
those contracts for hedging purposes.
    

General

     The  Statement  of  Additional  Information  includes  further  information
concerning   the  Funds'   investment   policies   and   applicable   investment
restrictions. The investment objectives of the Funds are fundamental and certain
investment  restrictions  designated  as  such  in  this  Prospectus  or in  the
Statement of Additional  Information  are  fundamental  policies that may not be
changed without  approval by the holders of the lesser of: (i) 67% of the Fund's
shares present or represented at a shareholders' meeting at which the holders of
more than 50% of such shares are present or represented  by proxy;  or (ii) more
than 50% of the outstanding  shares of the Fund. All other  investment  policies
described in this Prospectus and the Statement of Additional Information are not
fundamental and may be changed by the Board of Directors of the appropriate Fund
without shareholder approval.

RISK FACTORS

      An investment in any of the  Growth-Oriented  Funds involves the financial
and market risks that are inherent in any investment in equity securities. These
risks  include  changes in the  financial  condition  of  issuers,  in  economic
conditions  generally and in the  conditions in  securities  markets.  They also
include  the  extent  to which  the  prices of  securities  will  react to those
changes.

      An investment in any of the  Income-Oriented  Funds involves  market risks
associated  with  movements  in interest  rates.  The market value of the Funds'
investments  will  fluctuate in response to changes in interest  rates and other
factors.  During periods of falling  interest  rates,  the values of outstanding
long-term fixed-income securities generally rise. Conversely,  during periods of
rising interest rates, the values of such securities generally decline.  Changes
by recognized rating agencies in their ratings of any fixed-income  security and
in the ability of an issuer to make  payments of interest and principal may also
affect  the  value of  these  investments.  Changes  in the  value of  portfolio
securities  will  affect the Funds'  net asset  values but will not affect  cash
income derived from the securities  unless a change results from a failure of an
issuer to pay interest or principal when due.

     The yields on an  investment  in either of the Money Market Funds will vary
with changes in short-term interest rates. In addition,  the investments of each
Money  Market Fund are subject to the ability of the issuer to pay  interest and
principal when due.

   
     Each of the following Princor Funds may invest in foreign securities to the
indicated  percentage  of its assets:  World Fund - 100%;  Balanced,  Blue Chip,
Bond, Capital Accumulation,  Emerging Growth, High Yield,  Short-Term Bond Fund,
and Utilities Funds - 20%. Neither the Government Securities Income Fund nor the
Tax-Exempt  Bond Fund may invest in foreign  securities.  Investment  in foreign
securities  presents  certain  risks which may affect a Fund's net asset  value.
These risks include,  but are not limited to, those resulting from  fluctuations
in currency exchange rates, revaluation of currencies, the imposition of foreign
taxes,  the  withholding  of taxes on  dividends  at the source,  political  and
economic  developments  including  war,  expropriations,   nationalization,  the
possible imposition of currency exchange controls and other foreign governmental
laws or  restrictions,  reduced  availability of public  information  concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements  comparable to those applicable to domestic  issuers.
Moreover, securities of many foreign issuers may be less liquid and their prices
more  volatile  than  those  of  comparable   domestic  issuers.   In  addition,
transactions in foreign  securities may be subject to higher costs, and the time
for  settlement of  transactions  in foreign  securities  may be longer than the
settlement  period  for  domestic  issuers.   A  Fund's  investment  in  foreign
securities may also result in higher  custodial  costs and the costs  associated
with currency conversions.
    

HOW THE FUNDS ARE MANAGED

   
     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the Funds is Princor  Management  Corporation  (the  "Manager"),  an  indirectly
wholly-owned  subsidiary of Principal  Mutual Life Insurance  Company,  a mutual
life  insurance  company  organized in 1879 under the laws of the State of Iowa.
The address of the Manager is The Principal  Financial Group,  Des Moines,  Iowa
50392.  The Manager was  organized on January 10, 1969,  and since that time has
managed  various  mutual  funds  sponsored by  Principal  Mutual Life  Insurance
Company. As of October 31, 1995, the Manager served as investment advisor for 26
such funds with assets totaling approximately $2.8 billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment  advisory services for each of the Growth-Oriented
Funds,  the  Government  Securities  Income  Fund,  Short-Term  Bond  Fund,  and
Utilities  Fund.  The Manager will  reimburse  Invista for the cost of providing
these  services.  Invista,  an indirectly  wholly-owned  subsidiary of Principal
Mutual Life  Insurance  Company and an affiliate of the Manager,  was founded in
1985 and manages  investments for institutional  investors,  including Principal
Mutual Life.  Assets under  management at September 30, 1995 were  approximately
$14.6 billion. Invista's address is 1500 Hub Tower, 699 Walnut, Des Moines, Iowa
50309.
    

     The Manager or Invista advises the Funds on investment  policies and on the
composition of the Funds' portfolios. In this connection, the Manager or Invista
furnishes  to the  Board of  Directors  of each  Fund a  recommended  investment
program  consistent  with that Fund's  investment  objective and  policies.  The
Manager or Invista is  authorized,  within the scope of the approved  investment
program,  to determine  which  securities  are to be bought or sold, and in what
amounts.

The  Manager  or  Invista  has   assigned   certain   individuals   the  primary
responsibility  for the  day-to-day  management  of each Fund's  portfolio.  The
persons  primarily  responsible  for the day-to-day  management of each Fund are
identified in the table below:
<TABLE>
<CAPTION>
                              Primarily
         Fund                Responsible Since                            Person Primarily Responsible                             

<S>                          <C>                    <C>                                                           
Balanced                     April, 1993            Judith A. Vogel, CFA (BA degree, Central College). Vice President,
                                                    Invista Capital Management, Inc. since 1987.

Blue Chip                    March, 1991            Mark T. Williams, CFA (MBA degree, Drake University). Investment
(Fund's inception)                                  Officer, Invista Capital Management, Inc., since 1992; Security Analyst 
                                                    1989-1992.Prior thereto, Financial Analyst, Digital Equipment Corporation.

Bond                         December, 1987         Donald D. Brattebo (BBA degree, Upper Iowa University). Second Vice
                             (Fund's inception)     President, Principal Mutual Life Insurance Company since 1990; Prior
                                                    thereto, Director, Investment Securities.

Capital Accumulation         October, 1969          David L. White, CFA (BBA degree, University of Iowa). Executive Vice
                             (Fund's inception)     President, Invista Capital Management, Inc. since 1984.

Emerging Growth and          December, 1987         Michael R. Hamilton, (MBA degree, Bellarmine College). Vice President, 
Growth                       (Fund's inception)     Invista Capital Management, Inc. since 1987.
                             and August, 1987,
                             respectively

Government Securities        May, 1985              Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
Income                       (Fund's inception)     Capital Management Company since 1992. Director - Securities Trading,
                                                    Principal Mutual Life Insurance Company 1992; Prior thereto, Associate 
                                                    Director.

High Yield                   December, 1987         James K. Hovey, CFA (MBA degree University of Iowa). Director - Invest-
                             (Fund's inception)     ment Securities, Principal Mutual Life Insurance Company since 1990; Prior 
                                                    thereto, Assistant Director Investment Securities.

   
Short-Term Bond              February, 1996         Martin J. Schafer (BBA degree, University of Iowa).  Vice President, Invista
                             (Fund's inception)     Capital Management Company since 1992.  Director-Securities Trading,
                                                    Principal Mutual Life Insurance Company 1992; Prior thereto, Associate
                                                    Director.
    

Tax-Exempt Bond              July, 1991             Daniel J. Garrett, CFA (MBA degree, Drake University). Assistant Director -
                                                    Investment Securities, Principal Mutual Life Insurance Company since 1989; 
                                                    Prior thereto, Mortgage Banking Research Analyst.

Utilities                    April, 1993            Catherine A. Green, CFA, (MBA degree, Drake University). Vice President,
                                                    Invista Capital Management, Inc. since 1987.

World                        April, 1994            Scott D. Opsal, CFA, (MBA degree, University of Minnesota). Vice President,
                                                    Invista Capital Management, Inc. since 1987.
</TABLE>

     Until  August 1, 1988 the World Fund's  portfolio  was managed by Principal
Management, Inc. of Edmonton, Canada and Scottsdale,  Arizona, which company has
changed its name to Sea Investment Management,  Inc. The Fund's previous manager
and the current manager are unaffiliated. This change in managers should be kept
in mind when reviewing historical investment results.

   
     For a description  of the  investment  and other  services  provided by the
Manager,  see  "Cost of  Manager's  Services"  in the  Statement  of  Additional
Information.  The management  fee and total Class A share  expenses  incurred by
each Fund for the period  ended  October  31,  1995 were equal to the  following
percentages of each Fund's respective average net assets:

                              Class A Shares               Class B Shares
                                         Total                        Total
                            Manager's  Annualized      Manager's    Annualized  
           Fund                Fee      Expenses         Fee         Expenses
 Balanced                     .60%        1.37%          .60%          1.91%
 Blue Chip                    .50%        1.38%          .50%          1.90%
 Bond                         .50%         .94%*         .50%          1.59%*
 Capital Accumulation         .45%         .75%          .45%          1.50%
 Cash Management              .38%         .72%*         .38%          1.42%*
 Emerging Growth              .64%        1.47%          .64%          2.04%
 Government Securities Income .46%         .87%          .46%          1.53%
 Growth                       .48%        1.16%          .48%          1.80%
 High Yield                   .60%        1.45%          .60%          2.10%
 Tax-Exempt Bond              .48%         .83%          .48%          1.51%
 Tax-Exempt Cash Management   .50%         .69%*         .50%          1.42%*
 Utilities                    .60%        1.04%*         .60%          1.72%*
 World                        .74%        1.63%          .74%          2.19%

*After waiver.
     
     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management, Tax-Exempt Cash Management and Utilities Funds throughout the fiscal
year ended  October 31,  1995.  The Manager  intends to continue  its  voluntary
waiver and, if necessary,  pay expenses normally payable by each of these Funds,
except the  Utilities  Fund,  through  February  28, 1997 in an amount that will
maintain a total level of operating  expenses  which as a percentage  of average
net assets  attributable  to a class on an  annualized  basis during that period
will not exceed, for the Class A shares, .95% for the Bond Fund and .75% for the
Money  Market  Funds,  and for the Class B  shares,  1.70% for the Bond Fund and
1.75% for the Money Market Funds. The Manager continued its voluntary waiver for
the  Utilities  Fund through  February  29, 1996 in an amount that  maintained a
total  level of  operating  expenses  which as a percent of  average  net assets
attributable to a class on an annualized  basis during the period did not exceed
1.10% for the Class A shares  and  1.85% for Class B shares.  The  effect of the
waivers is and will be to reduce  each  Fund's  annual  operating  expenses  and
increase each Fund's yield.

     The Manager's annual fee for the Short-Term Bond Fund is .50% of the Fund's
average net assets.  The Manager  intends to  voluntarily  waive its fee and, if
necessary,  pay expenses  normally  payable by the Short-Term  Bond Fund through
February  28, 1997 in such amount that will  maintain a total level of operating
expenses which as a percent of average net assets  attributable to a class on an
annualized  basis will not exceed  .90% for Class A shares and 1.15% for Class B
shares.
    

     The  compensation  being paid by the World Fund for  investment  management
services,  which  currently is equal, on an annual basis, to .75% of the average
daily value of the Fund's net assets,  is higher than that paid by most funds to
their  advisors,  but it is not  higher  than the fees paid by many  funds  with
similar investment objectives and policies.

     The Manager and Invista may purchase at their own expense  statistical  and
other information or services from outside sources,  including  Principal Mutual
Life Insurance  Company.  An Investment Service Agreement between each Fund, the
Manager,  and Principal  Mutual Life Insurance  Company  provides that Principal
Mutual Life  Insurance  Company will  furnish  certain  personnel,  services and
facilities  required by the Manager in connection  with its  performance  of the
Management Agreements, and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.

     Among the expenses paid by each Fund are brokerage commissions on portfolio
transactions,  the cost of stock issue and transfer and dividend  disbursements,
administration of shareholder accounts,  custodial fees, expenses of registering
and  qualifying  shares for sale after the initial  registration,  auditing  and
legal  expenses,  fees  and  expenses  of  unaffiliated  directors,  the cost of
shareholder meetings and taxes and interest (if any).

   
     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage  commissions to, Principal  Financial
Securities,  Inc.  ("PFS")  and Morgan  Stanley  and Co.,  each a  broker-dealer
affiliated  with  Princor  and/or the  Manager  for each of the Funds.  PFS also
provides  distribution  services  for the  Money  Market  Funds  for which it is
compensated  by the Manager.  These  services  include,  but are not limited to,
providing office space, equipment, telephone facilities and various personnel as
necessary or  beneficial  to establish and maintain  shareholder  accounts.  PFS
receives a fee from the Manager  calculated  as a percentage  of the average net
asset value of shares of each Fund held in PFS client accounts during the period
for which PFS provides the  services.  During the fiscal years ended October 31,
1993, 1994, and 1995, PFS received fees in the amount of $516,939, $539,662, and
$991,520 respectively,  in consideration of the services it rendered to the Cash
Management  Fund.  During the fiscal years ending  October 31, 1993,  1994,  and
1995,  PFS  received  fees in the amount of  $165,995,  $167,309,  and  $191,789
respectively,  in  consideration  of the services it rendered to the  Tax-Exempt
Cash Management Fund.
    

     The Manager serves as investment  advisor,  dividend  disbursing agent and,
directly  and  through an  affiliate,  as  transfer  agent for each of the Funds
sponsored by Principal  Mutual Life Insurance  Company.  The Funds reimburse the
Manager for the costs of providing these services.

HOW TO PURCHASE SHARES

     Purchases are generally made through registered  representatives of Princor
or other  dealers it selects.  If an order and check are  properly  submitted to
Princor, the shares will be issued at the offering price next computed after the
order and check are  received  at  Princor's  main  office.  If Fund  shares are
purchased by  telephone  order or  electronic  means and  thereafter  settled by
delivery of a check or a payment by wire, the shares so purchased will be issued
at the offering price next computed  after the telephone or electronic  order is
received at Princor's main office. If an order and check are submitted through a
selected dealer, the shares will be issued in accordance with the following:  An
order  accepted  by a dealer on any day  before  the close of the New York Stock
Exchange  and  received by Princor  before the close of its business on that day
will be executed at the offering  price computed as of the close of the Exchange
on that day. An order  accepted by such dealer  after the close of the  Exchange
and received by Princor before its closing on the following business day will be
executed at the offering  price computed as of the close of the Exchange on such
following  business day. Dealers have the  responsibility  to transmit orders to
Princor promptly. After an open account has been established,  purchases will be
executed at the price next  computed  after receipt of the  investor's  check at
Princor's main office.
All orders are subject to acceptance by the Fund or Funds and Princor.

   
     Redemptions by shareholders  investing by check will be effected only after
payment  has been  collected  on the  check,  which may take up to eight days or
more.  Investors  considering  redeeming or  exchanging  shares or  transferring
shares to another person shortly after purchase should pay for those shares with
a certified  check,  bank  cashier's  check or money order to avoid any delay in
redemption, exchange or transfer.
    

     Class B shares  of the  Money  Market  Funds  may be  purchased  only by an
exchange from Class B shares of the Princor  Funds.  Shares of each of the other
Princor  Funds may be purchased by mail,  by telephone or by exchange from other
Princor Funds.

     Investments  by Mail.  Shares of the Funds may be purchased by submitting a
completed  application  and check made  payable to Princor.  An  application  is
attached to this Prospectus.  A different  application is necessary to establish
an IRA, TDA, SEP,  SAR-SEP or certain  employee  benefit plans.  See "Retirement
Plans.".

   
     Investments by Telephone. Shares of the Funds may be purchased by placing a
telephone  order with Princor.  Princor's  telephone  number is  1-800-247-4123.
Investors  must  have a  current  Prospectus  for the  funds in order to place a
telephone order. An investor must provide Princor with the payment for the order
within three  business days from the date the order is placed.  The investor may
provide this payment by  submitting a check  payable to Princor  within the time
period.  In  addition,  investors  may  provide the  purchase  payment by wiring
Federal  Funds  directly to Norwest Bank Iowa,  N.A.,  on a day on which the New
York Stock  Exchange and Norwest  Bank Iowa,  N.A.  are open for  business.  The
investor  should  instruct the bank to wire transfer  Federal Funds to:  Norwest
Bank Iowa, N.A., Des Moines,  Iowa , ABA No.  073000228;  for credit to: Princor
Financial  Services  Corporation,  Account No.  073-330;  for further credit to:
investor's  name and account  number.  Payment for both  initial  purchases  and
subsequent purchases may be made by wire.
    

     Investors  may  make  subsequent  purchases  by wire to  existing  accounts
without placing a telephone order.  However, if a telephone order is not placed,
shares will be  purchased at the offering  price next  computed  after the wired
payment is  received by Princor.  Wire  transfers  may take two hours or more to
complete.  Investors may make special  arrangements to transmit orders for Money
Market Fund shares to Princor  prior to 3:00 p.m.  (Central  Time) on a day when
the Fund is open for business  with the  investor's  assurance  that payment for
such shares will be made by wiring  Federal Funds directly to Norwest Bank Iowa,
N.A. prior to 10:00 a.m. the following regular business day. Such orders will be
effected at the Fund's  offering price in effect on the date such purchase order
is received by Princor.  Wire  purchases  through a selected  dealer may involve
other procedures established by that dealer.

     Minimum  Purchase  Amount.  An investor may open an account with any of the
Growth-Oriented  Funds with a minimum initial  investment of $300 or with any of
the  Income-Oriented  or Money Market Funds with a minimum initial investment of
$1,000.  IRAs may be established with a minimum initial  investment of $250. See
"Retirement Plans." Additional  investments of $50 or more for a Growth-Oriented
or  Income-Oriented  Fund or $100 or more for a Money Market Fund may be made at
any  time  without  completing  a  new  application.  The  minimum  initial  and
subsequent  investment  amounts  are not  applicable  to  accounts  used to fund
certain employee benefit plans, to accounts  designated as receiving accounts in
a  Dividend  Relay  Election  or to Money  Market  Fund  accounts  used as sweep
accounts.  Each Fund's Board of Directors  reserves the right to change or waive
minimum  investment  requirements at any time,  which would be applicable to all
investors alike.

     Systematic   Accumulation  Plan.  An  investor  may  make  regular  monthly
investments  through automatic  deductions from the account of a bank or similar
financial institution.  The minimum monthly purchase is $25 for all Funds except
the Money Market Funds,  which have a $100 monthly  minimum  requirement.  A $25
minimum  monthly  purchase may be established  for the Money Market Funds if the
account value is at least $1,000 at the time the plan is established. Plan forms
and preauthorized check agreements are available from Princor on request.  There
is no  obligation  to continue the plan and it may be terminated by the investor
at any time.

     Each Fund offers  investors two classes of shares  through this  Prospectus
which bear sales charges in different forms and amounts:

   
     Class A Shares.  An investor  who  invests  less than $1 million in Class A
shares  (except Class A shares of the Money Market Funds) pays a sales charge at
the time of  purchase.  As a result,  shares  purchased  are not  subject to any
charges when they are redeemed.  Certain purchases of Class A shares qualify for
reduced sales  charges.  Class A shares  purchases of $1 million or more are not
subject  to a  sales  charge  at the  time of  purchase  but  are  subject  to a
contingent deferred sales charge if redeemed within 18 months of purchase. Class
A shares of each of the Funds,  except the Money Market Funds,  currently bear a
12b-1 fee at the annual rate of up to 0.25% (.15% for the Short-Term  Bond Fund)
of  the  Fund's  average  net  assets   attributable  to  Class  A  shares.  See
"Distribution and Shareholder Servicing Plans and Fees."

     Class B Shares.  Class B shares are  purchased  without  an  initial  sales
charge, but are subject to a declining contingent deferred sales charge ("CDSC")
of up to 4% (1.25% for Short-Term Bond Fund) if redeemed  within six years.  See
"Offering Price of Funds Shares."

Class B shares  bear a higher  12b-1 fee than Class A shares,  currently  at the
annual  rate of up to 1.00%  (.50% for the  Short-Term  Bond Fund) of the Fund's
average  net  assets  attributable  to Class B  shares.  See  "Distribution  and
Shareholder  Servicing  Plans and Fees." Class B shares  provide an investor the
benefit  of  putting  all of the  investor's  dollars  to work from the time the
investment is made, but (until  conversion to Class A shares) will have a higher
expense  ratio and pay lower  dividends  than  Class A shares  due to the higher
12b-1 fee. Class B shares will automatically convert to Class A shares, based on
relative net asset value (without a sales charge),  on the first business day of
the 85th month after the purchase date. Class B shares acquired by exchange from
Class B shares of another Princor fund will convert into Class A shares based on
the time of the initial  purchase.  (See "How to Exchange  Shares".) At the same
time,  a pro rata  portion  of all  shares  purchased  through  reinvestment  of
dividends and distributions would convert into Class A shares, with that portion
determined by the ratio that the  shareholder's  Class B shares  converting into
Class A shares  bears to the  shareholder's  total  Class B shares that were not
acquired through dividends and  distributions.  The conversion of Class B shares
to Class A shares is subject to the continuing availability of a ruling from the
Internal Revenue Service or an opinion of counsel that such conversions will not
constitute  taxable  events for Federal tax purposes.  There can be no assurance
that such ruling or opinion will be  available,  and the  conversion  of Class B
shares  to  Class A shares  will not  occur if such  ruling  or  opinion  is not
available.  In such event, Class B shares would continue to be subject to higher
expenses than Class A shares for an indefinite period.
    

     Which  arrangement  is better for you?  The  decision  as to which class of
shares provides a more suitable  investment for an investor  depends on a number
of  factors,  including  the  amount  and  intended  length  of the  investment.
Investors  making  investments  that  qualify for reduced  sales  charges  might
consider Class A shares. Investors who prefer not to pay an initial sales charge
and who plan to hold their  investment  for more than seven years might consider
Class B shares.  Orders from individuals for Class B shares for $250,000 or more
will be  treated as orders for Class A shares  unless the  shareholder  provides
written  acknowledgment that the order should be treated as an order for Class B
shares.  Sales personnel may receive different  compensation  depending on which
class of shares are purchased.

OFFERING PRICE OF  FUNDS' SHARES

     The Funds offer their respective shares continuously through Princor, which
is the principal  underwriter  for the Funds and sells shares as agent on behalf
of the Funds. Princor may select other dealers through which shares of the Funds
may be sold. Certain dealers may not sell all classes of shares.

   
     Class A shares.  Class A shares of the Money  Market  Funds are sold to the
public at net asset  value;  no sales  charge  applies to purchases of the Money
Market Funds. Class A shares of the Growth-Oriented  and  Income-Oriented  Funds
are sold to the public at the net asset value plus a sales  charge  which ranges
from a high  4.75%  (1.50% for the  Short-Term  Bond Fund) to a low of 0% of the
offering price (equivalent to a range of 4.99% to 0% of the net amount invested)
according to the schedule  below.  Selected  dealers are allowed a concession as
shown.  At  Princor's  discretion,  the  entire  sales  charge  may at  times be
reallowed to dealers. In some situations,  depending on the services provided by
the dealer,  the concession  may be less. Any dealer  allowance on purchases not
involving a sales charge will be determined by Princor.
<TABLE>
<CAPTION>

                                  Sales Charge for All Funds           Sales Charge for
                                 Except Short-Term Bond Fund          Short-Term Bond Fund
                                         Sales Charge                    Sales Charge
                                            as % of:                        as % of:             Dealers Allowances as
                                 ---------------------------------------------------------                   
                                                     Net                          Net              % of Offering Price        
                                                                                             ---------------------------------
                                   Offering        Amount          Offering     Amount       All Funds Except     Short-Term
                                     Price        Invested           Price     Invested       Short-Term Bond        Bond    
                                   ---------      --------         ---------   --------       ---------------   --------------
<S>       <C>                        <C>            <C>              <C>         <C>               <C>               <C>  
Less than $50,000                    4.75%          4.99%            1.50%       1.52%             4.00%             1.25%
$50,000 but less than $100,000       4.25%          4.44%            1.25%       1.27%             3.75%             1.00%
$100,000 but less than $250,000      3.75%          3.90%            1.00%       1.101%            3.25%             0.75%
$250,000 but less than $500,000      2.50%          2.56%            0.75%       0.76%             2.00%             0.50%
$500,000 but less than $1,000,000    1.50%          1.52%            0.50%       0.50%             1.25%             0.25%
$1,000,000 or more                      0              0                0           0               .75%              .25%
</TABLE>

     CDSC on Class A Shares.  Purchases of Class A shares of  $1,000,000 or more
may be  subject to CDSC upon  redemption.  A CDSC is payable to Princor on these
investments in the event of a share  redemption  within 18 months  following the
share  purchase,  at the rate of .75% (.25% for the Short-Term Bond Fund) of the
lesser of the value of the shares redeemed (exclusive of reinvested dividend and
capital gain distributions) or the total cost of such shares.  Shares subject to
the CDSC which are exchanged  into another  Princor mutual fund will continue to
be subject to the CDSC until the original 18 month period expires.  However,  no
CDSC is payable  with  respect to  redemptions  of Class A shares used to fund a
Princor 401 (a) or Princor 401 (k) retirement plan, except redemptions resulting
from the termination of the plan or transfer of plan assets.
    

     Investors may be eligible to buy Class A shares at reduced  sales  charges.
Consult your registered  representative  for details about  Princor's  Rights of
Accumulation  and  Statement of  Intention  as well as the reduced  sales charge
available  for the  investment of certain life  insurance  and annuity  contract
death benefits and various Employee Benefit Plans and other plans.  Descriptions
are also included in the Statement of Additional Information.

   
     Investors  may be able to purchase  Class A shares at net asset value.  The
following persons may purchase Class A shares of the  Growth-Oriented  Funds and
Income-Oriented  Funds at the net asset  value  (without  a sales  charge):  (1)
Principal  Mutual Life Insurance  Company and its directly and indirectly  owned
subsidiaries; (2) Active and retired directors, officers and employees of any of
the Funds,  Principal Mutual Life Insurance Company, and directly and indirectly
owned  subsidiaries  of  Principal  Mutual  Life  Insurance  Company  (including
full-time  insurance  agents of, and persons  who have  entered  into  insurance
brokerage  contracts  with,  Principal  Mutual  Life  Insurance  Company and its
directly and indirectly owned  subsidiaries);  (3) The Principal Financial Group
Employees'  Credit Union; (4) Non-ERISA  investment  advisory clients of Invista
Capital  Management,  Inc., an indirectly  wholly-owned  subsidiary of Principal
Mutual Life Insurance Company; (5) Sales  representatives and employees of sales
representatives  of Princor or other  dealers  through which shares of the Funds
are distributed;  (6) Spouses,  surviving spouses and dependent  children of the
foregoing  persons;  (7)  Trusts  primarily  for the  benefit  of the  foregoing
individuals;  (8) certain "wrap  accounts" for the benefit of clients of Princor
and other  broker-dealers  or financial  planners  selected by Princor;  and (9)
clients of a registered representative of Princor or other dealers through which
shares of the Funds are distributed  and who has become  affiliated with Princor
or other dealer within 180 days of the date of the purchase of Class A shares of
the Funds, if the investment represents the proceeds of a redemption within that
180 day period of shares of another  investment  company  the  purchase of which
included a front-end  sales charge or the  redemption  of which was subject to a
contingent deferred sales charge.
    

   
     Each  of the  Funds,  except  Princor  Tax-Exempt  Bond  Fund  and  Princor
Tax-Exempt  Cash  Management  Fund,  have filed an application  for an exemptive
order with the Securities and Exchange Commission ("SEC") to permit each Fund to
offer its shares at net asset value to participants of certain annuity contracts
issued by Principal Mutual Life Insurance  Company.  The Funds intend to make an
exchange offer to such participants if the SEC grants the order.
    

     The Funds  reserve the right to  discontinue  offering  shares at net asset
value and/or at a reduced  sales charge at any time for new accounts and upon 60
days notice to shareholders of existing accounts.

     Class B  shares.  Class B shares  (including  Class B shares  of the  Money
Market Funds) are sold without an initial sales charge,  although a CDSC will be
imposed if you redeem shares within six years of purchase.  The following  types
of shares may be redeemed  without  charge at any time:  (i) shares  acquired by
reinvestment of distributions and (ii) shares otherwise exempt from the CDSC, as
described below. Subject to the foregoing  exclusions,  the amount of the charge
is determined  as a percentage of the lesser of the current  market value or the
cost of the shares being  redeemed.  Therefore,  when a share is  redeemed,  any
increase  in its value above the  initial  purchase  price is not subject to any
CDSC.  The  amount of the CDSC  will  depend  on the  number of years  since you
invested and the dollar amount being redeemed, according to the following table:

   
                                          Contingent Deferred Sales Charge
                                                  as a Percentage of
                                           Dollar Amount Subject to Charge
      Years Since Purchase          For all Funds Except         For Short-Term
          Payments Made             Short-Term Bond Fund            Bond Fund  
      --------------------            --------------------      ---------------
2 years or less                               4.0%                    1.00%
more than 2 years, up to  4 years             3.0%                    0.75%
more than 4 years, up to  5 years             2.0%                    0.50%
more than 5 years, up to 6 years              1.0%                    0.25%
more than 6 years                             None                     None
    

     In  determining  how much, if any, a CDSC is payable on a  redemption,  the
Fund will first  redeem  shares not subject to any charge,  and then shares held
longest  during the six year period.  For  information  on how sales charges are
calculated  if shares  are  exchanged,  see "How to  Exchange  Shares."  Princor
receives the entire amount of any CDSC paid.

     The CDSC will be waived on  redemptions  of shares  arising out of death or
disability or in connection  with certain  withdrawals  from certain  retirement
plans.  See the Statement of Additional  Information.  Up to 10% of the value of
Class B shares subject to a Periodic  Withdrawal  Plan may also be redeemed each
year without a CDSC. See "Periodic Withdrawal Plan."

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS AND FEES

   
     Class A  Distribution  Plan.  Each of the Funds,  except  the Money  Market
Funds,  has adopted a  distribution  plan for the Class A shares.  The Fund will
make payments from its assets to Princor  pursuant to this Plan after the end of
each month at an annual rate not to exceed 0.25% (.15% for the  Short-Term  Bond
Fund) of the average daily net asset value of the Fund. Princor will retain such
amounts as are  appropriate  to  compensate  for  actual  expenses  incurred  in
distributing  and  promoting  the sale of the  Fund  shares  but may  remit on a
continuous  basis up to .25% (.15% for the  Short-Term  Bond Fund) to Registered
Representatives and other selected Dealers (including, for this purpose, certain
financial  institutions)  as a trail fee in  recognition  of their  services and
assistance.

     Class B  Distribution  Plan.  Each of the Funds has adopted a  distribution
plan for the Class B shares. Each Class B Plan provides for payments by the Fund
to Princor at the annual rate of up to 1.00% (.50% for the Short-Term Bond Fund)
of the Fund's average net assets  attributable  to Class B shares.  Princor also
receives the proceeds of any CDSC imposed on redemptions of such shares.

     Although  Class B shares are sold without an initial sales charge,  Princor
pays a sales  commission  equal to 4.00% (1.25% for the Short-Term Bond Fund) of
the amount invested to dealers who sell such shares.  These  commissions are not
paid on exchanges from other Princor Funds. In addition,  Princor may remit on a
continuous  basis up to .25% (.15% for the  Short-Term  Bond Fund) to Registered
Representatives and other selected Dealers (including, for this purpose, certain
financial  institutions) as a trail fee in recognition of their ongoing services
and assistance.
    

     General.  The  purpose  of the  Plans is to permit  the Fund to  compensate
Princor for expenses  incurred by it in promoting and  distributing  Fund shares
and providing services to Fund shareholders.  If the aggregate payments received
by Princor  under any of the Plans in any fiscal  year  exceed the  expenditures
made by  Princor  in that year  pursuant  to that Plan,  Princor  will  promptly
reimburse the Fund for the amount of the excess. If expenses under a Plan exceed
the amount for which Princor may be compensated in any one fiscal year, the Fund
will not carry over such  expenses  to the next fiscal  year.  The Funds have no
legal  obligation  to pay any  amount  pursuant  to the Plans that  exceeds  the
compensation  limit. The Funds will not pay,  directly or indirectly,  interest,
carrying  charges,  or other financing  costs in connection with the Plans.  The
Plans are further described in the Statement of Additional Information.

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

     Each Fund  calculates  net asset value of a share of each class by dividing
the total value of the assets  attributable  to the class,  less all liabilities
attributable  to the class,  by the number of shares  outstanding  of the class.
Shares  are  valued as of the close of  regular  trading  on the New York  Stock
Exchange each day the Exchange is open.

Growth-Oriented and Income-Oriented Funds
     The following  valuation  information  applies to the  Growth-Oriented  and
Income-Oriented  Funds.  Securities  for which  market  quotations  are  readily
available  are  valued  using  those   quotations.   Securities  with  remaining
maturities of 60 days or less are valued at amortized cost when it is determined
by the Board of Directors that amortized cost reflects fair value.  Other assets
are  valued  at fair  value  as  determined  in good  faith  through  procedures
established by the Board.

     As previously described, some of the Funds may purchase foreign securities,
whose trading is substantially  completed each day at various times prior to the
close of the New York  Stock  Exchange.  The values of such  securities  used in
computing  net asset  value per share are usually  determined  as of such times.
Occasionally,  events  which  affect the values of such  securities  and foreign
currency  exchange rates may occur between the times at which they are generally
determined and the close of the New York Stock Exchange and would  therefore not
be  reflected  in the  computation  of the  Fund's  net asset  value.  If events
materially affecting the value of such securities occur during such period, then
these  securities will be valued at their fair value as determined in good faith
by the Manager under procedures  established and regularly reviewed by the Board
of  Directors.  To the extent the Fund invests in foreign  securities  listed on
foreign  exchanges  which trade on days on which the Fund does not determine its
net asset  value,  for  example  Saturdays  and other  customary  national  U.S.
holidays,  the Fund's net asset  value could be  significantly  affected on days
when shareholders have no access to the Fund.

Money Market Funds
     Portfolio  securities  of the Money  Market  Funds are valued at  amortized
cost.  For a  description  of this  calculation  procedure  see the Statement of
Additional Information. The Money Market Funds reserve the right to calculate or
estimate their net asset values more  frequently than once a day if they deem it
desirable.

DISTRIBUTION OF INCOME DIVIDENDS AND REALIZED CAPITAL GAINS

   
Growth-Oriented and Income-Oriented Funds
     Any dividends payable on Class B shares of a Fund on a per share basis will
be lower then  dividends  payable on Class A shares of the Fund.  Any  dividends
from the net income of the Growth-Oriented Funds, except the Balanced, Blue Chip
and World Funds,  normally will be distributed  to the  respective  shareholders
semiannually.  Any  dividends  from the net income of the Balanced and Blue Chip
Funds will be  distributed  on a quarterly  basis and any dividends from the net
income of the World Fund will be  distributed  annually.  Any dividends from the
net  income of the  Income-Oriented  Funds,  except  the  Utilities  Fund,  will
normally  be  distributed  monthly.  Any  dividends  from the net  income of the
Utilities Fund will be distributed quarterly.  Distributions from the Funds that
make  monthly  distributions  will  normally  be  declared  payable on the first
business day of each month to shareholders of record at the close of business on
the last business day of the preceding month.  Distributions  for the Funds that
make  quarterly  distributions  will  normally be  declared  payable on the last
business day of December and the first  business day of April,  July and October
to  shareholders  of record at the close of business on the  preceding  business
day.  Distributions  from the Funds  that  make  semiannual  distributions  will
normally  be  declared  payable on the first  business  day in July and the last
business day in December to  shareholders  of record at the close of business on
the last business day prior to distribution. Annual distributions from the World
Fund will  normally be declared  payable on the last business day in December to
shareholders  of record at the close of business on the last  business day prior
to distribution.  Net realized capital gains for each of the Funds, if any, will
be distributed  annually,  generally the first business day of December.  In the
open-account  application,  the  shareholder  authorizes  income  dividends  and
capital gains  distributions  to be invested in additional  Fund shares at their
net asset value  (without a sales  charge) as of the payment  date,  invested in
shares of other  Princor  Funds or paid in cash. A  shareholder  may change this
authorization  without  charge at any time by giving ten days written  notice to
the Fund.
    

     Any dividends or  distributions  paid shortly after a purchase of shares by
an investor  will have the effect of  reducing  the per share net asset value by
the amount of the dividends or  distributions.  These dividends or distributions
are subject to taxation like other dividends and distributions, even though they
are in effect a return of capital. A shareholder of the Tax-Exempt Bond Fund who
redeems  shares when  tax-exempt  income has been  accrued but not declared as a
dividend  by that Fund may have the  portion of the  redemption  proceeds  which
represents such income taxed at capital gains rates.

   
Money Market Funds
     The Money Market Funds declare  dividends of all their daily net investment
income on each day the net asset value per share is  determined.  Dividends  for
each  Fund  are  payable  daily  and are  automatically  reinvested  in full and
fractional shares of the Fund at the then current net asset value.  Shareholders
may  request  to have  their  dividends  paid  out  monthly  in  cash.  For such
shareholders,  the shares  reinvested  and credited to their account  during the
month  will be  redeemed  as of the  close of  business  on the 20th day (or the
preceding  business day if the 20th is not a business day) of each month and the
proceeds will be paid to them in cash.
    

     Net  investment  income of the Money Market Funds,  for dividend  purposes,
consists  of (1)  accrued  interest  income  plus or minus  accrued  discount or
amortized  premium;  plus or minus  (2) all net  short-term  realized  gains and
losses;  minus (3) all accrued  expenses  of the Fund.  Expenses of the Fund are
accrued  each  day.  Net  income  will be  calculated  immediately  prior to the
determination  of net asset value per share of each Fund.  Dividends  payable on
Class B shares of each of the Money  Market  Funds on a per share  basis will be
lower than dividends payable on Class A shares of the Funds.

     Since  it  is  the  policy  of  each  Money  Market   Fund,   under  normal
circumstances,  to hold portfolio  securities to maturity and to value portfolio
securities at amortized cost,  neither Fund expects any capital gains or losses.
If either Fund does experience gains, however, it could result in an increase in
dividends.  Capital losses could result in a decrease in dividends. If, for some
extraordinary  reason, either Fund realizes net long-term capital gains, it will
distribute them once every 12 months.

     Since the net income of each Fund  (including  realized gains and losses on
the portfolio  securities) is normally  declared as a dividend each time the net
income of the Fund is  determined,  the net  asset  value per share of each Fund
normally  remains at $1.00  immediately  after each  determination  and dividend
declaration.  Any increase in the value of a shareholder's  investment in either
Fund, representing  reinvestment of dividend income, is reflected by an increase
in the number of shares of that Fund in the account.

     Normally  each  Fund will have a  positive  net  income at the time of each
determination  thereof.  Net income may be negative if an  unexpected  liability
must be accrued or a loss is realized.  If the net  investment  income of either
Fund determined at any time is a negative amount,  the net asset value per share
will be reduced below $1.00.  If this happens,  the Fund may endeavor to restore
the net asset  value per share to $1.00 by  reducing  the number of  outstanding
shares by redeeming proportionately from shareholders without the payment of any
monetary  consideration,  such  number  of  full  and  fractional  shares  as is
necessary  to  maintain a net asset value per share of $1.00.  Each  shareholder
will be deemed to have agreed to such a  redemption  in these  circumstances  by
investment  in the Fund.  The Fund may seek to  achieve  the same  objective  of
restoring the net asset value per share to $1.00 by not declaring dividends from
net income on subsequent  days until  restoration,  with the result that the net
asset value per share would  increase to the extent of positive net income which
is not  declared as a  dividend,  or any other  method  approved by the Board of
Directors for the Fund.

     The Board of Directors of each Fund may revise the above  dividend  policy,
or postpone the payment of dividends,  if the Fund should have or anticipate any
large presently  unexpected expense,  loss or fluctuation in net assets which in
the  opinion  of the  Board  might  have a  significant  adverse  effect  on the
shareholders.

Dividend Relay Election

   
     Shareholders  may elect to have  dividends and capital gains  distributions
from one of the Princor funds invested in shares of the same class of one of the
other Princor funds. This Dividend Relay Election can be made on the application
or at any time on 10 days written notice or, if telephone  transaction  services
apply to the account from which the dividends and distributions originate, on 10
days notice by telephone to the Fund. A signature  guarantee  may be required to
make  the  Dividend  Relay  Election.  See  "General  Information  About  a Fund
Account." There is no  administrative  charge for this service.  No sales charge
will apply to the purchase of shares of the  Growth-Oriented  or Income-Oriented
Funds made pursuant to the election; dividends and distributions are credited to
the receiving Fund the day they are paid at the receiving Fund's net asset value
for that day. If the Dividend  Relay  Election is made to direct  dividends  and
distributions  from a Fund used to fund the  shareholder's  retirement plan (for
example,  an IRA) to a receiving Fund that is not used to fund the shareholder's
retirement plan, a taxable distribution from the retirement plan will result.
Shareholders should consult their tax advisor prior to making such an election.

     Dividends and  distributions  derived from shares of the Funds used to fund
certain employee benefit plans are not eligible for the Dividend Relay Election.
    

     If the Dividend Relay Election  privilege is discontinued with respect to a
particular  receiving  Fund, the value of the account in that Fund must equal or
exceed the Fund's minimum initial investment  requirement or the Fund shall have
the right, if the shareholder fails to increase the value of the account to such
minimum  within 90 days after being  notified of the  deficiency,  to redeem the
account and send the proceeds to the shareholder.

   
     Shareholders  may discontinue the Dividend Relay Election at any time on 10
days written notice or, if telephone  transaction  services apply to the account
from which the dividends originate,  on 10 days notice by telephone to the Fund.
The Funds reserve the right to  discontinue  or modify this service upon 60 days
written notice to shareholders.
    

 TAX-TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

   
     It is the policy of each of the Funds to distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  applicable to regulated  investment companies under the provisions of
the  Internal  Revenue  Code.  This  means  that in each year in which a Fund so
qualifies,  it will be  exempt  from  federal  income  tax upon the  amounts  so
distributed  to  investors.  The Tax Reform Act of 1986 imposed an excise tax on
mutual funds which fail to distribute net investment income and capital gains by
the end of the calendar year in accordance  with the  provisions of the Act. The
Funds  intend to comply  with the Act's  requirements  and to avoid this  excise
tax.The Funds record dividend income on the  ex-dividend  date,  except dividend
income from foreign  securities where the ex-dividend  date may have passed,  in
which case such  dividends  are  recorded as soon as the Fund is informed of the
ex-dividend date.
    

     The Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund also intend to
qualify   to  pay   exempt-interest   dividends   to  their   shareholders.   An
exempt-interest  dividend  is that part of  dividend  distributions  made by the
Funds which consists of interest  received by the Funds on tax-exempt  Municipal
Obligations.  Shareholders  incur no  federal  income  taxes on  exempt-interest
dividends.  However, these exempt-interest  dividends may be taxable under state
or  local  law.   Fund   shareholders   that  are   corporations   must  include
exempt-interest  dividends when  calculating the corporate  alternative  minimum
tax. Persons  investing on behalf of a Subchapter S corporation  should seek the
advice of a tax advisor prior to purchasing  shares of the Tax-Exempt  Bond Fund
or Tax-Exempt Cash Management Fund.  Exempt-interest  dividends that derive from
certain  private  activity bonds must be included by individuals as a preference
item to determine whether they are subject to the alternative minimum tax. These
Funds may also pay ordinary income  dividends and distribute  capital gains from
time to time.  Ordinary income dividends and  distributions of capital gains, if
any, are taxable for federal purposes.

     If the World Fund should  invest the greater part of its assets  abroad (as
to which no assurance can be given), then in each fiscal year when, at the close
of such year, more than 50% of the value of the Fund's total assets are invested
in securities of foreign  corporations,  the Fund may elect  pursuant to Section
853 of the Internal Revenue Code to permit its shareholders to take a credit (or
a  deduction)  for  foreign  income  taxes  paid  by the  Fund.  In  that  case,
shareholders should include in gross income for federal income tax purposes both
cash  dividends  received from the Fund and the amount which the Fund advises is
their pro rata portion of foreign income taxes paid with respect to, or withheld
from, dividends and interest paid to the Fund from its foreign investments.  The
shareholders  would then be entitled to subtract from their federal income taxes
the  amount of such  taxes  withheld,  or else  treat  such  foreign  taxes as a
deduction from gross income, if that should be more advantageous. As in the case
of   individuals   receiving   income   directly  from  foreign   sources,   the
above-described tax credit for tax deduction is subject to certain limitations.

     Under the federal income tax law, dividends paid from investment income and
from  realized  short-term  capital  gains,  if any,  are  generally  taxable at
ordinary  income rates whether  received in cash or additional  shares.  The net
income of the Cash  Management  Fund for purposes of its  financial  reports and
determination  of the amount of distributions to shareholders may exceed its net
income as determined for tax purposes  because  certain market  discount  income
will be currently included as income for book purposes but not for tax purposes.
Although all net income for book purposes will be distributed  to  shareholders,
such  distributions  are taxable to  shareholders of the Fund as ordinary income
only to the extent that they do not exceed the  shareholder's  ratable  share of
the Fund's investment  income and any short-term  capital gain as determined for
tax purposes.  The balance,  if any, will be applied against and will reduce the
shareholder's cost or other tax basis for the shares.

     Dividends from net investment  income of each of the Funds will be eligible
for a 70% dividends  received deduction  generally  available to corporations to
the  extent of the  amount of  qualifying  dividends  received  by the Fund from
domestic  corporations for the taxable year.  Dividends from the Income-Oriented
Funds, except the Utilities Fund, and the Money Market Funds are not expected to
qualify for the 70% dividend received deduction. Dividends and capital gains are
taxable in the year in which distributed, whether received in cash or reinvested
in additional shares. Dividends declared with a record date in December and paid
in January will be deemed to have been  distributed to shareholders in December.
The Funds will  inform  shareholders  of the  amount and nature of their  income
dividends  and  capital  gains  distributions.  Dividends  from net  income  and
distributions of capital gains may also be subject to state and local taxation.

     The  Funds  are  required  by law to  withhold  31% of  dividends  paid  to
investors  who do not furnish  the Fund their  correct  taxpayer  identification
number,  which in the case of most  individuals is their social security number.
If at the time the account is established  the investor does not have a taxpayer
identification  number  but  certifies  that  one has  been  applied  for,  such
withholding  will be delayed  but will  commence  60 days after the date of such
certification  if within such time the investor has not provided  such number to
the Fund.

     Additional  information  regarding taxation is included in the Statement of
Additional Information. Shareholders should consult their own tax advisors as to
the  federal,  state and local tax  consequences  of  ownership of shares of the
Funds in their particular circumstances.

HOW TO EXCHANGE SHARES

   
     Class A shares for all of the Funds  (except the Money Market Funds and the
Short-Term  Bond Fund),  or Class B shares for all of the Funds may be exchanged
at net asset  value  for  shares of the same  class of any  other  Princor  Fund
described in the Prospectus,  at any time. Class A shares of the Short-Term Bond
Fund may be  exchanged at net asset value for Class A shares of any of the other
Princor  Funds at any time 90 days after the purchase of such  shares.  The CDSC
that might apply if Class B shares, or certain Class A shares, are redeemed will
not apply if these shares are exchanged.  However, for purposes of computing the
CDSC on the  shares  acquired  through  the  exchange,  the  length  of time the
acquired shares have been owned by a shareholder  will be measured from the date
of original  purchase of the exchanged shares and the amount of the CDSC will be
determined based upon the CDSC table to which the exchanged shares were subject.
Thus, when shares acquired through the exchange are redeemed, the redemption may
be subject to the CDSC, depending upon when the exchanged shares were originally
purchased.
    

     Class A shares of Princor Cash Management  Fund or Princor  Tax-Exempt Cash
Management  Fund  acquired by direct  purchase are not included in the net asset
value exchange privilege. However, Class A shares of these two Funds acquired by
exchange of any other  Princor Fund shares,  or by conversion of Class B shares,
and additional shares which have been purchased by reinvesting  dividends earned
on such  shares,  may be  exchanged  for  other  Class A shares  without a sales
charge. In addition, Class A shares of the Money Market Funds acquired by direct
purchase or  reinvestment of dividends on such shares may be exchanged for Class
B shares of any Growth-Oriented or Income-Oriented Fund.

     Shares of a Fund used to fund an  employee  benefit  plan may be  exchanged
only for shares of other  Princor  Funds made  available to such plan. A request
for an exchange of shares used to fund an Employee  Benefit Plan must be made in
accordance  with the  procedures  provided in the Plan and the  written  service
agreement.  All other  shareholders  may exchange shares by simply  submitting a
written request or a completed Exchange Authorization Form to the Fund. Exchange
Authorization  Forms are  available by calling or writing the Fund.  For federal
income tax  purposes,  an exchange is treated as a sale of shares and  generally
results in a capital gain or loss. Income tax rules regarding the calculation of
cost basis may make it undesirable in certain  circumstances  to exchange shares
within 90 days of their purchase.  A telephone  exchange  privilege is currently
available for amounts up to $500,000.  Procedures for telephone transactions are
described  under "How to Sell Shares." The telephone  exchange  privilege is not
available for accounts for which share certificates remain outstanding.

   
     A shareholder may also make an Automatic Exchange  Election.  This election
authorizes an exchange as described above from one Princor Fund to any or all of
the other Princor Funds on a monthly, quarterly, semiannual or annual basis. The
minimum  amount that may be exchanged into any Princor Fund must equal or exceed
$300 on an  annual  basis.  The  exchange  will  occur on the date of the  month
specified  by the  shareholder  in the  election so long as the day is a trading
day. If the  designated day is not a trading day, the exchange will occur on the
next trading day occurring  during that month. If the next trading day occurs in
the  following  month,  the exchange  will occur on the trading day prior to the
designated day. The Automatic  Exchange Election may be made on the open account
application,  on 10 days written  notice or, if telephone  transaction  services
apply to the  account  from which the  exchange  is made,  on 10 days  notice by
telephone  to the Fund from which the  exchange  will be made.  See "How to Sell
Shares"  for  an  explanation  of the  applicability  of  telephone  transaction
services.  Exchanges from a Fund used to fund the shareholder's  retirement plan
to a Princor Fund not used to fund the shareholder's retirement plan will result
in a taxable distribution from the retirement plan.  Shareholders should consult
their tax adviser prior to making such an exchange.  A shareholder may modify or
discontinue the election on 10 days written notice or notice by telephone to the
Fund from which exchanges are made.
    

     General - An exchange,  whether in writing, by telephone or other means, by
any joint  owner  shall be  binding  upon all joint  owners.  If the  exchanging
shareholder  does not have an  account  with the Fund in which  shares are being
acquired, a new account will be established with the same registration, dividend
and capital  gain  options and dealer of record as the account from which shares
are  exchanged.  All  exchanges  are  subject  to  the  minimum  investment  and
eligibility  requirements of the Fund being acquired.  A shareholder may receive
shares in  exchange  only if they may be legally  offered  in the  shareholder's
state of residence.  If a  certificate  has been issued an exchange will be made
only upon  receipt of the  certificate  of shares to be  exchanged.  In order to
establish a systematic  accumulation plan or a periodic  withdrawal plan for the
new account, an exchanging shareholder must file a specific written request.

   
     The exchange privilege is not intended as a vehicle for short-term trading.
Excessive exchange activity may interfere with portfolio  management and have an
adverse  effect  on all  shareholders.  In  order to  limit  excessive  exchange
activity and in other  circumstances  where the Directors or Princor  Management
Corporation  believes  doing so would be in the best  interest of the Fund,  the
Fund reserves the right to revise or terminate the exchange privilege, limit the
amount or number of  exchanges  or reject any  exchange.  Shareholders  would be
notified of any such action to the extent  required  by law. A  shareholder  may
modify  or  discontinue  an  election  on 10 days  written  notice  or notice by
telephone to the Fund from which exchanges are made.
    

HOW TO SELL SHARES

   
     Each Fund will redeem its shares upon  request.  Shares are redeemed at the
net asset value  calculated  after the Fund receives the request in proper form,
less  any  applicable  CDSC.  There is no  additional  charge  for  redemptions.
Redemptions,  whether in writing or by telephone  or other  means,  by any joint
owner shall be binding  upon all joint  owners.  The amount  received for shares
upon redemption may be more or less than the cost of such shares  depending upon
the net  asset  value  at the  time of  redemption.  The  Funds  generally  send
redemption  proceeds  the  business  day after the  request is  received.  Under
unusual  circumstances,  the Funds may suspend redemptions,  or postpone payment
for more than three  business  days, as permitted by federal  securities  law. A
Fund will redeem only those shares for which it has received  payment.  To avoid
the  inconvenience of a delay in obtaining  redemption  proceeds,  shares may be
purchased with a certified check, bank cashiers check or money order.
    

     A request  for the  redemption  of  shares  used to fund  certain  employee
benefit plans must be made in  accordance  with the  procedures  provided in the
Plan and the written  service  agreement.  Princor usually  requires  additional
documentation  for the sale of shares by a  corporation,  partnership,  agent or
fiduciary, or a surviving joint owner. Contact Princor for details. Shareholders
may  redeem  by mail,  by  telephone  or, in the case of Class A shares of Money
Market Fund accounts,  by a checkwriting service. The Fund reserves the right to
modify any of the methods of redemption  or to charge a fee for providing  these
services upon written notice to shareholders.

     By Mail - A  shareholder  simply  sends a letter to  Princor,  at P.O.  Box
10423, Des Moines, Iowa 50306,  requesting  redemption of any part or all of the
shares owned by specifying  the Fund account from which the  redemption is to be
made and either a dollar or share  amount.  The letter must  provide the account
number and be signed by a registered  owner. If  certificates  have been issued,
they must be properly  endorsed and forwarded  with the redemption  request.  If
payment of less than  $100,000 is to be mailed to the  address of record,  which
has not been changed  within the three month  period  preceding  the  redemption
request,   and  is  made  payable  to  the   registered   shareholder  or  joint
shareholders,  or to  Principal  Mutual  Life  Insurance  Company  or any of its
affiliated companies,  the Fund will not require a signature guarantee as a part
of  a  proper  endorsement;   otherwise  the  shareholder's  signature  must  be
guaranteed by either a commercial bank, trust company, credit union, savings and
loan association, national securities exchange member, or by a brokerage firm. A
signature guaranteed by a notary public or savings bank is not acceptable.

     By Telephone - Shareholders may redeem shares valued at up to $100,000 from
any one Fund by telephone,  unless the  shareholder  has notified the Fund of an
address change within the three month period  preceding the date of the request.
Such redemption proceeds will be mailed to the shareholder's  address of record.
Telephone  redemption  proceeds may also be sent by check or wire  transfer to a
commercial bank account in the United States previously authorized in writing by
the  shareholder.  A wire charge of up to $6.00 will be  deducted  from the Fund
account from which the  redemption is made for all wire  transfers.  If proceeds
are to be used to  settle  a  securities  transaction  with a  selected  dealer,
telephone  redemptions may be requested by the  shareholder or upon  appropriate
authorization from an authorized  representative of the dealer, and the proceeds
will be wired to the dealer.  The  telephone  redemption  privilege is available
only if telephone  transaction  services  apply to the account from which shares
are redeemed.  Telephone  transaction  services  apply to all  accounts,  except
accounts used to fund a Princor IRA or TDA or certain  employee  benefit  plans,
unless the  shareholder  has  specifically  declined this service on the account
application or in writing to the Fund. The telephone  redemption  privilege will
not be allowed on shares for which certificates have been issued.

     Shareholders may exercise the telephone redemption privilege by telephoning
1-800-247-4123.  If all telephone lines are busy, shareholders might not be able
to request  telephone  redemptions  and would have to submit written  redemption
requests.  Although the Funds and the transfer agent are not responsible for the
authenticity of redemption requests received by telephone, the right is reserved
to refuse  telephone  redemptions when in the opinion of the Fund from which the
redemption  is requested or the  transfer  agent it seems  prudent to do so. The
shareholder bears the risk of loss caused by a fraudulent  telephone  redemption
request  the Fund  reasonably  believes  to be  genuine.  Each Fund will  employ
reasonable  procedures to assure telephone  instructions are genuine and if such
procedures  are  not  followed,  the  Fund  may  be  liable  for  losses  due to
unauthorized or fraudulent  transactions.  Such procedures include recording all
telephone instructions,  requesting personal identification  information such as
the caller's name, daytime telephone number, social security number and/or birth
date and  names of all  owners  listed  on the  account  and  sending  a written
confirmation  of the  transaction  to the  shareholder's  address of record.  In
addition,  the Fund  directs  redemption  proceeds  made payable to the owner or
owners of the  account  only to an address of record  that has not been  changed
within the three-month period prior to the date of the telephone request,  or to
a previously authorized bank account.

   
     By  Checkwriting  Service  -  Shareholders  of Class A shares  of the Money
Market Funds may redeem  shares,  other than shares  subject to a CDSC or shares
used to fund a Princor IRA, TDA, SEP, SAR-SEP or certain employee benefit plans,
by writing checks on their  accounts if this service is elected when  completing
the Fund application.  Upon receipt of the properly completed form and signature
card, the Fund will provide  withdrawal  checks drawn on Norwest Bank Iowa, N.A.
These checks may be payable to the order of any person in the amount of not less
than $100.  Shareholders will continue to earn dividends until the check clears.
After a check is presented to Norwest Bank for payment,  a sufficient  number of
full or fractional  shares will be redeemed from the account to cover the amount
of the check.  Shareholders  currently pay no fee for the checkwriting  service,
but this may be changed in the future upon written notice to  shareholders.  The
checkwriting service is not available on shares for which certificates have been
issued.
    

     Shareholders  utilizing withdrawal checks will be subject to Norwest Bank's
rules governing checking accounts.  Shareholders should make sure their accounts
have  sufficient  shares to cover the amount of any check drawn. If insufficient
shares are in the  account,  the check  will be  returned  marked  "Insufficient
Funds" and no shares will be redeemed.  The checkwriting  service may be revoked
on accounts on which "Insufficient Funds" checks are drawn.  Accounts may not be
closed by a withdrawal check because the exact amount of the account will not be
known until after the check is received by Norwest Bank.

     Moreover,  following a purchase by check, redemptions from the Money Market
Funds pursuant to the checkwriting  service or any of the Princor Funds pursuant
to the telephone  withdrawal  procedure will not be permitted  until payment has
been collected on the check.  During the period prior to the time the redemption
is  effective,  dividends on the Money Market  Funds'  shares will accrue and be
paid and the  shareholder  will be  entitled  to  exercise  all other  rights of
beneficial ownership.

     Reinvestment Privilege - Within 60 days after redemption,  shareholders who
redeem all or part of their Class A shares for which a sales  charge was paid or
which were acquired by the  conversion of Class B shares,  or Class B shares for
which a CDSC was paid, have a onetime  privilege to reinvest the amount redeemed
in Class A shares of any of the Funds without a sales charge.

     The  reinvestment  or  exchange  will be made at the net asset  value  next
computed after written notice of exercise of the privilege is received in proper
and correct  form by Princor.  All  reinvestments  or  exchanges  are subject to
acceptance by the Fund or Funds and Princor.  The redemption which precedes such
reinvestment  or exchange is regarded as a sale;  therefore,  if the shareholder
has realized a gain on the  redemption,  such gain may be taxable and exercising
the reinvestment privilege will not alter any tax payable. If a loss is realized
on the redemption of Fund shares,  the  reinvestment may be subject to the "wash
sale" rules,  resulting in a  postponement  of the  recognition of such loss for
federal income tax purposes. Accurate records should be kept for the duration of
the account for tax purposes.

PERIODIC WITHDRAWAL PLAN

     A shareholder  may request that a fixed number of Class A shares or Class B
shares ($25 initial  minimum  amount) or enough Class A shares or Class B shares
to produce a fixed  amount of money ($25 initial  minimum  payment) be withdrawn
from  an  account  monthly,   quarterly,   semiannually  or  annually.  Periodic
withdrawals from Class B shares may be subject to a CDSC.  However,  each year a
shareholder  may  make  periodic  withdrawals  of up to 10% of the  value  of an
account for Class B shares without  incurring a CDSC. The amount of the 10% free
withdrawal privilege for an account is initially determined based upon the value
of the account as of the date of the initial periodic withdrawal.  If a periodic
withdrawal  plan is established  at the time Class B shares are  purchased,  the
amount of the initial 10% free  withdrawal  privilege may be increased by 10% of
the amount of  additional  purchases  in that  account made within 60 days after
Class B shares were first purchased.  After a periodic  withdrawal plan has been
established the amount of the 10% withdrawal  privilege will be re-determined as
of the last business day of December each year. The Fund from which the periodic
withdrawal is made makes no  recommendation as to either the number of shares or
the fixed amount that the investor may withdraw.  Shareholders  considering  the
implementation  of a Plan using shares of the Tax-Exempt Bond Fund are cautioned
that the portion of redemption proceeds which represents tax-exempt income which
has been  accrued  but not  declared  as a dividend  by the Fund may be taxed at
capital gains rates. See  "Distribution of Income Dividends and Realized Capital
Gains."  An  investor  may  initiate a  Periodic  Withdrawal  Plan by signing an
Agreement for Periodic  Withdrawal  Form and depositing  any share  certificates
that have been  issued or, if no  certificates  have been  issued and  telephone
transaction services apply to the account, by telephoning the Fund.

     A  shareholder  of Class A shares of the Money Market Funds may establish a
Pre-Authorized Check (PAC) Withdrawal Service to enable a shareholder's creditor
to receive monthly  installment  payments from the shareholder's  account if the
shareholder's  creditor is capable of providing this service.  The shareholder's
creditor will provide the necessary forms to establish a PAC Withdrawal Service.

     Redemptions  to pay insurance  premiums - Upon  completion of the necessary
authorization,  shareholders of Class A shares of the Money Market Funds who pay
insurance  or annuity  premiums or deposits to Principal  Mutual Life  Insurance
Company or its affiliated  companies may authorize  automatic  redemptions  from
Class A shares of the Fund to pay such amounts.  Details relative to this option
may be obtained from the Funds.

   
     Cash  withdrawals  are made out of the  proceeds of  redemption  on the day
designated  by the  shareholder,  so long as the day is a trading  day, and will
continue  until  cancelled.  If the  designated  day is not a trading  day,  the
redemption  will occur on the next trading day occurring  during that month.  If
the next trading day occurs in the following month, the redemption will occur on
the trading day prior to the designated day. Withdrawal payments will be sent on
or before the third  business day following such  redemption.  The redemption of
shares to make payments under this Plan will reduce and may  eventually  exhaust
the account. An investor will be disadvantaged by making additional purchases of
shares of any  investment  company on which there is a sales  charge at the same
time that a Periodic  Withdrawal  Plan is in effect since a duplication of sales
charges will result.  No purchase payments for shares of any Fund except Princor
Cash  Management  Fund  or  Princor  Tax-Exempt  Cash  Management  Fund  will be
knowingly  accepted by Princor  Financial  Services  Corporation  while periodic
withdrawals  under this plan are being made,  unless the  purchase  represents a
substantial addition to the shareholder's account.
    

     Each  redemption  of  shares  may  result  in a gain or loss,  which may be
reportable for income tax purposes.  An investor  should keep an accurate record
of any gain or loss on each  withdrawal.  Shareholders  should consult their tax
advisors  prior to  establishing a periodic  withdrawal  plan from an Individual
Retirement  Account.  Any income  dividends or capital  gains  distributions  on
shares held under a Periodic Withdrawal Plan are reinvested in additional shares
at net asset  value.  Withdrawals  may be stopped at any time  without  penalty,
subject to notice in writing which is received by the Fund.

PERFORMANCE CALCULATION

   
     From  time  to  time,  the  Funds  may  publish  advertisements  containing
information   (including  graphs,   charts,   tables  and  examples)  about  the
performance  of one or more of the  Funds and  about a Fund's  largest  industry
holdings and largest five to ten specific  securities holdings in its portfolio.
The funds may also quote rankings, yields or returns as published by independent
statistical services or publishers, and information regarding the performance of
certain  market  indices.  The Funds' yield and total return  figures  described
below will vary depending upon market conditions,  the composition of the Funds'
portfolios and operating expenses. These factors and possible differences in the
methods used in  calculating  yield and total return should be  considered  when
comparing the Funds'  performance  figures to performance  figures published for
other investment vehicles.  Any performance data quoted for the Funds represents
only historical  performance and is not intended to indicate future  performance
of the Funds. For further information on how the Funds calculate yield and total
return figures, see the Statement of Additional Information.
    

Growth-Oriented and Income-Oriented Funds

   
     The Income-Oriented Funds may advertise their respective yields and average
annual total returns.  The Growth-Oriented  Funds may advertise their respective
average annual total returns. Yield is determined by annualizing each Fund's net
investment  income  per share  for a  specific,  historical  30-day  period  and
dividing  the result by the ending  maximum  public  offering  price for Class A
shares  or the net  asset  value  for  Class B  shares  of the Fund for the same
period. Average annual total return for each Fund is computed by calculating the
average  annual  compounded  rate of return  over the stated  period  that would
equate an initial $1,000  investment to the ending redeemable value assuming the
reinvestment  of all  dividends  and capital  gains  distributions  at net asset
value. The same  assumptions are made when computing  cumulative total return by
dividing  the  ending  redeemable  value  by  the  initial   investment.   These
calculations  assume the payment of the maximum  front-end  load (in the case of
Class A shares)  or the  applicable  CDSC (in the case of Class B  shares).  The
Funds may also  calculate  total  return  figures  for a  specified  period that
reflect  reduced  sales  charges  available to certain  classes of investors and
figures  that do not take into  account  the  maximum  initial  sales  charge or
contingent  deferred sales charge to illustrate  changes in the Funds' net asset
values  over  time.  A  tax-equivalent  yield  may  also  be  advertised  by the
Tax-Exempt Bond Fund.
    

Money Market Funds

     From time to time the Money Market  Funds may  advertise  their  respective
yield and effective yield. The yield of each Fund refers to the income generated
by an  investment  in that Fund over a  seven-day  period.  This  income is then
annualized.  That is, the amount of income  generated by the  investment  during
that week is  assumed  to be  generated  each week over a 52-week  period and is
shown as a percentage  of the  investment.  The  effective  yield is  calculated
similarly but, when  annualized,  the income earned by an investment in the Fund
is assumed to be reinvested.  The effective  yield will be slightly  higher than
the yield  because of the  compounding  effect of this assumed  reinvestment.  A
tax-equivalent  yield may also be advertised by the Tax-Exempt  Cash  Management
Fund.

     The yield for the Money  Market  Funds will  fluctuate  daily as the income
earned on the  investments  of the Funds  fluctuates.  Accordingly,  there is no
assurance  that the yield quoted on any given occasion will remain in effect for
any period of time. The Funds are open-end investment  companies and there is no
guarantee  that the net asset  value or any stated  rate of return  will  remain
constant.  A  shareholder's  investment  in the Funds is not insured.  Investors
comparing  results of the Funds with  investment  results  and yields from other
sources such as banks or savings and loan  associations  should understand these
distinctions.  Historical and comparative  yield  information  may, from time to
time, be presented by the Fund.

GENERAL INFORMATION ABOUT A FUND ACCOUNT

   
     Share  certificates  will be issued to  shareholders  only when  requested.
Shareholders  of the Funds will  receive a statement  of account for the Fund in
which they have  invested.  The Funds treat the statement of account as evidence
of ownership of Fund shares.
This is known as an open  account  system.  Each Fund bears the cost of the open
account system.

     A confirmation  statement  indicating the current transaction and the total
number of Fund shares owned will  generally be provided  each time a shareholder
invests in a Fund. However, there are certain exceptions,  described below, when
quarterly or monthly confirmation statements will be provided.

     Quarterly   Statements.   A  quarterly  statement  disclosing   information
regarding  purchases,  redemptions,  and reinvested  dividends or  distributions
occurring during the quarter, as well as the balance of shares owned and account
values  as of the  statement  date  will be  provided  to  shareholders  for the
following types of accounts:

     1.  Accounts for which the only activity  during a calendar  quarter is the
         purchase of shares due to the  reinvestment of dividends and/or capital
         gains  distributions  from the Fund or from  another  Princor Fund as a
         result of a Dividend Relay Election;
     2.  Accounts  from  which  redemptions  are  made  pursuant  to a  Periodic
         Withdrawal  Plan;  
     3.  Accounts  for  which  purchases  are  made  pursuant  to  a  Systematic
         Accumulation Plan; 
      4. Accounts from which  purchases or redemptions are  made  pursuant to an
         automatic exchange election;
     5.  Accounts used to fund certain  individual  retirement or individual  
         pensions plans qualified under the Internal Revenue Code; and
     6.  Accounts established through an arrangement  involving a group of two 
         or more  shareholders  for whom purchases of shares are made through a 
         person (e.g. an employer) designated  by the group.  A statement  
         indicating  receipt of the total amount paid by the group will be sent 
         to the designated person at the time each  purchase is made.  If the  
         payment on behalf of the group is not  received from the  designated  
         person  within 10 days of the date such payments are to be made,  each
         member will be notified  and  thereafter  each member will receive a
         statement at the time of each purchase for the three succeeding  
         payments. If a payment is not received in the current quarter on behalf
         of a member for whom a payment had been received in the previous  
         quarter,  a statement will be sent to such group  member  reflecting  
         that a payment was not  received on the member's behalf.

     Monthly  Statements.  Shareholders  of the  Money  Market  Funds  for  whom
quarterly  statements  are not  available,  will  receive  a  monthly  statement
disclosing  the current  balance of shares  owned and a summary of  transactions
through the last business day of the month.
    

     Signature  Guarantee.  The Funds  have  adopted  the  policy  of  requiring
signature guarantees in certain circumstances to safeguard shareholder accounts.
A signature guarantee is necessary under the following circumstances:

     1.  If a redemption  payment is to be made payable to a payee other than 
         the registered shareholder or joint shareholders, or Principal Mutual 
         Life Insurance Company or any of its affiliated companies;

     2.  To make a  Dividend  Relay  Election  directing  dividends  from a Fund
         account  which has joint  owners to a Fund  account  which has only one
         owner or different joint owners;

     3.  To change the ownership of the account;

     4.  To add telephone  transaction  services to an account established prior
         to March 1, 1992 or to any account after the initial application is
         processed;

     5.  When there is any change to a bank account designated under an 
         established telephone withdrawal plan; and

     6.  If a  redemption  payment is to be mailed to an address  other than the
         address  of record or to an  address  of record  that has been  changed
         within the preceding three months.

     A shareholder's  signature must be guaranteed by a commercial  bank,  trust
company,  credit  union,  savings  and  loan  association,  national  securities
exchange member, or brokerage firm. A signature guaranteed by a notary public is
not acceptable.

     Minimum Account  Balance.  Although there currently is no minimum  balance,
due to the disproportionately high cost of maintaining small accounts, the Funds
reserve  the right to redeem all shares in an account  with a value of less than
$300 and to mail the proceeds to the shareholder.  Involuntary  redemptions will
not be triggered solely by market activity. Shareholders will be notified before
these redemptions are to be made and will have thirty days to make an additional
investment to bring their accounts up to the required minimum. The Funds reserve
the right to increase the required minimum.

RETIREMENT PLANS

     Shares  of the  Funds,  except  the  Tax-Exempt  Bond and  Tax-Exempt  Cash
Management  Fund,  are  offered  to fund  certain  retirement  plans  for  which
Principal  Mutual Life  Insurance  Company acts as custodian.  These  retirement
plans include Individual Retirement Accounts (IRAs), Simplified Employee Pension
and Salary Reduction  Simplified  Employee Pension Plans (SEPs and SAR/SEPs) all
of which are described in Section 408 of the Internal  Revenue Code,  and salary
deferral  TDA plans as described  in Section  403(b)(7) of the Internal  Revenue
Code.  The  necessary  forms to establish one of the Princor  retirement  plans,
including an application,  may be obtained from a registered  representative  of
Princor or by calling  1-800-451-5447.  DO NOT USE THE  APPLICATION  INCLUDED IN
THIS PROSPECTUS TO START A PRINCOR RETIREMENT PLAN. The Systematic  Accumulation
Plan may be used to purchase shares of the Funds for a Princor  retirement plan.
See  "How to  Purchase  Shares."  Telephone  redemptions  are not  available  on
accounts  used to fund a  Princor  retirement  plan.  See "How to Sell  Shares."
Investors should consult their tax counsel for retirement plan tax information.

SHAREHOLDER RIGHTS

   
     The following  information is applicable to each of the Princor Funds. Each
Fund's  shares  (except  Princor   Tax-Exempt  Bond  Fund  and  Tax-Exempt  Cash
Management Fund) are currently divided into three classes. Shares of the Princor
Tax-Exempt  Bond Fund and Princor  Tax-Exempt  Cash  Management Fund are divided
into two classes. Each Fund share is entitled to one vote with fractional shares
voting  proportionately.  All classes of shares for each Fund will vote together
as a single class except where  required by law or as  determined  by the Fund's
Board of Directors. Shares are freely transferable, are entitled to dividends as
declared by the Fund's  Board of  Directors  and,  if the Fund were  liquidated,
would receive the net assets of the Fund.  Shareholders of a Fund may remove any
director  of that Fund with or without  cause by the vote of a  majority  of the
votes entitled to be cast at a meeting of shareholders.
Shareholders will be assisted with shareholder  communication in connection with
such matter.
    

     The Board of Directors of each Fund may increase or decrease the  aggregate
number of shares which the Fund has authority to issue and may issue two or more
classes of shares  having such  preferences  and special or relative  rights and
privileges as the Directors may determine, without shareholder approval.

     The Funds are not required to hold an annual meeting of shareholders in any
year unless  required  to do so under the  Investment  Company Act of 1940.  The
Funds intend to hold shareholder  meetings only when required by law and at such
other  times  as may  be  deemed  appropriate  by  their  respective  Boards  of
Directors. However, each Fund will hold a meeting of shareholders when requested
to do so in writing by the holders of 10% or more of the  outstanding  shares of
that Fund.

     Shareholder  inquiries  should be directed to the  appropriate  Fund at The
Principal Financial Group, Des Moines, Iowa 50392.

   
     As of October 31, 1995,  Principal  Mutual Life  Insurance  Company and its
subsidiaries and affiliates  owned 25% or more of the outstanding  voting shares
of each Fund as indicated:

                                                         Percentage of
                                     Number of        Outstanding Shares
             Fund                  Shares Owned             Owned
     Blue Chip Fund                    654,681              26.63%
     Capital Accumulation Fund       6,477,046              44.88%
     High Yield Fund                 1,090,093              36.56%
    

ADDITIONAL INFORMATION

     Organization:  The Funds were  incorporated in the state of Maryland on the
following  dates:  Balanced Fund - November 26, 1986;  Blue Chip Fund - December
10, 1990; Bond Fund - December 2, 1986; Capital Accumulation Fund - May 26, 1989
(effective November 1, 1989 succeeded to the business of a predecessor Fund that
had been  incorporated in Delaware on February 6, 1969);  Cash Management Fund -
June 10, 1982; Emerging Growth Fund - February 20, 1987;  Government  Securities
Income Fund - September 5, 1984; Growth Fund May 26, 1989 (effective November 1,
1989 succeeded to the business of a predecessor Fund that had been  incorporated
in  Delaware  on  February  6,  1969);  High  Yield Fund -  November  26,  1986;
Short-Term  Bond Fund - August 9, 1995;  Tax-Exempt  Cash Management Fund August
17, 1987;  Tax-Exempt  Bond Fund - June 7, 1985;  Utilities  Fund - September 3,
1992; World Fund - May 12, 1981

   
     Custodian:  Bank of New York, 48 Wall Street,  New York, New York 10286, is
custodian  of the  portfolio  securities  and cash  assets  of each of the Funds
except the World Fund. The custodian for the World Fund is Chase Manhattan Bank,
Global Securities Services,  Chase Metro Tech Center,  Brooklyn, New York 11245.
The custodians perform no managerial or policymaking functions for the Funds.

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000  shares of common stock  (2,000,000,000  for Princor Cash Management
Fund and 1,000,000,000 Princor Tax-Exempt Cash Management Fund), $.01 par value.
    

     Financial Statements:  Copies of the financial statements of each Fund will
be mailed to each  shareholder  semiannually.  At the close of each fiscal year,
each  Fund's  financial  statements  will be  audited  by a firm of  independent
auditors.  The  firm of  Ernst & Young  LLP has  been  appointed  to  audit  the
financial statements of each Fund for their respective present fiscal years.

     Registration Statement: This Prospectus omits some information contained in
the  Statement  of  Additional   Information  (also  known  as  Part  B  of  the
Registration  Statement)  and Part C of the  Registration  Statements  which the
Funds  have  filed  with the  Securities  and  Exchange  Commission.  The Funds'
Statement of Additional  Information  is hereby  incorporated  by reference into
this  Prospectus.  A copy of this  Statement of  Additional  Information  can be
obtained  upon  request,  free of  charge,  by writing  or  telephoning  Princor
Financial  Services  Corporation.  You  may  obtain  a  copy  of  Part  C of the
Registration  Statements  filed with the  Securities  and  Exchange  Commission,
Washington, D.C. from the Commission upon payment of the prescribed fees.

     Principal  Underwriter:  Princor Financial Services  Corporation,  P.O. Box
10423,  Des  Moines,  IA 50306,  is the  principal  underwriter  for each of the
Princor Funds.

     Transfer  Agent  and  Dividend   Disbursing   Agent:   Princor   Management
Corporation,  The Principal  Financial  Group, Des Moines,  Iowa,  50392, is the
transfer agent and dividend disbursing agent for each of the Princor Funds.



     This  Prospectus  describes  a family  of  investment  companies  ("Princor
Funds") which has been organized by Principal Mutual Life Insurance  Company and
which provides the following range of investment objectives:

                              Growth-Oriented Funds

     Princor Balanced Fund, Inc.  (formerly known as Princor Managed Fund, Inc.)
seeks to generate a total  investment  return  consisting of current  income and
capital  appreciation  while  assuming  reasonable  risks in  furtherance of the
investment objective.

     Princor Blue Chip Fund,  Inc. seeks to achieve growth of capital and growth
of  income  by  investing  primarily  in  common  stocks  of  well  capitalized,
established companies.

     Princor  Capital   Accumulation  Fund,  Inc.  seeks  to  achieve  primarily
long-term  capital  appreciation  and  secondarily  growth of investment  income
through the  purchase  primarily  of common  stocks,  but the Fund may invest in
other securities.

     Princor  Emerging  Growth Fund,  Inc.  seeks to achieve  long-term  capital
appreciation  by  investing  primarily  in  securities  of  emerging  and  other
growth-oriented companies.

     Princor  Growth Fund,  Inc.  seeks  growth of capital  through the purchase
primarily of common stocks, but the Fund may invest in other securities.

     Princor World Fund, Inc. seeks long-term  growth of capital by investing in
a portfolio of equity securities of companies domiciled in any of the nations of
the world.

                              Income-Oriented Funds

     Princor  Bond Fund,  Inc.  seeks to provide as high a level of income as is
consistent with preservation of capital and prudent investment risk.

     Princor  Government  Securities  Income  Fund,  Inc.  seeks a high level of
current  income,  liquidity  and safety of principal by  purchasing  obligations
issued or  guaranteed by the United  States  Government  or its  agencies,  with
emphasis  on  Government  National  Mortgage  Association   Certificates  ("GNMA
Certificates").  The guarantee by the United States  Government  extends only to
principal and interest. There are certain risks unique to GNMA Certificates.

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

              The date of this Prospectus is _________________1996

     Princor  High Yield Fund,  Inc.  seeks high  current  income  primarily  by
purchasing high yielding,  lower or non-rated fixed income  securities which are
believed to not involve undue risk to income or principal.  Capital  growth is a
secondary objective when consistent with the objective of high current income.

     Princor High Yield Fund, Inc.  invests  predominantly in lower rated bonds,
commonly  referred to as "junk  bonds" and may invest 100% of its assets in such
bonds.  Bonds of this  type are  considered  to be  speculative  with  regard to
payment of interest and return of principal.  Purchasers should carefully assess
the risks  associated  with an  investment in this fund.  THESE ARE  SPECULATIVE
SECURITIES.  

     Princor  Short-Term  Bond Fund,  Inc.  seeks a high level of current income
consistent with a relatively high level of principal stability by investing in a
portfolio of securities with a dollar weighted average maturity of five years or
less.

     Princor  Utilities Fund, Inc. seeks to provide current income and long-term
growth of income and capital by  investing  primarily in equity and fixed income
securities of companies in the public utilities industry. 

                               Money Market Fund

     Princor  Cash  Management  Fund,  Inc.  seeks  as  high a level  of  income
available  from   short-term   securities  as  is  considered   consistent  with
preservation  of  principal  and  maintenance  of  liquidity  by  investing in a
portfolio of money market instruments.

   
     Each of the Princor Funds described in this Prospectus offers three classes
of shares: Class A shares, Class B shares and Class R shares. Each class is sold
pursuant to different  sales  arrangements  and bears different  expenses.  Only
Class R shares are offered through this Prospectus. Class A shares are described
herein only because  Class R shares  convert to Class A shares after a period of
time. For more information about the different sales  arrangements,  see "How to
Purchase  Shares" and "Offering Price of Fund's Shares ." For information  about
various expenses borne by Class R shares and Class A shares, see "Overview."
    

     Shares of the Funds are not deposits or  obligations  of, or  guaranteed or
endorsed by any  financial  institution,  nor are shares of the Funds  federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency.

   
     An investment in any of the Funds is neither  insured nor guaranteed by the
U.S. Government. There can be no assurance the Princor Cash Management Fund will
be able to maintain a stable net asset value of $1.00 per share.
    

     This Prospectus  concisely states  information about the Princor Funds that
an investor  should know before  investing.  It should be read and  retained for
future reference.

   
     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information  dated ________ _, 1996 which is incorporated  by reference  herein.
The Statement of Additional  Information and a Prospectus describing Class A and
Class B shares can be  obtained  free of charge by writing  or  telephoning  the
Funds' principal underwriter:  Princor Financial Services Corporation,  P.O. Box
10423, Des Moines, IA 50306. Telephone 1-800-247-4123.
    
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

   
Overview...................................................................   4
Financial Highlights........................................................  9
Investment Objectives, Policies and Restrictions............................ 18
     Growth-Oriented Funds.................................................. 18
     Income-Oriented Funds.................................................. 21
     Money Market Fund...................................................... 27
     Certain Investment Policies and Restrictions........................... 29
Risk Factors................................................................ 30
How the Funds are Managed................................................... 30
How to Purchase Shares...................................................... 33
Offering Price of Funds' Shares ............................................ 34
Distribution and Shareholder Servicing Plans and Fees....................... 35
Determination of Net Asset Value of Funds' Shares........................... 35
Distribution of Income Dividends and Realized Capital Gains ................ 36
Tax Treatment of the Funds, Dividends and Distributions .................... 37
How to Exchange Shares...................................................... 38
How to Sell Shares.......................................................... 38
Performance Calculation..................................................... 39
General Information About a Fund Account.................................... 40
Shareholder Rights.......................................................... 40
Additional Information...................................................... 41
    

     This  Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, the securities of any of the Funds in any jurisdiction in which
such sale, offer to sell, or solicitation  may not be lawfully made.  Currently,
shares of the Funds are not available  for sale in New Hampshire or Vermont,  in
any U.S.  possession  or in Canada  or any other  foreign  country.  No  dealer,
salesperson,  or other person has been  authorized to give any information or to
make any  representations,  other than those  contained in this  Prospectus,  in
connection with the offer contained in this  Prospectus,  and, if given or made,
such other information or representations must not be relied upon as having been
authorized  by the Funds or the Funds  Manager.  Because the Princor Funds use a
combined Prospectus there may be a possibility that one Fund might become liable
for any misstatements,  inaccuracy,  or incomplete  disclosure in the Prospectus
concerning another Fund.

OVERVIEW

     The  following  overview  should be read in  conjunction  with the detailed
information appearing elsewhere in the Prospectus.

   
     The  Princor  Funds  are  separately  incorporated,   open-end  diversified
management investment companies.  Each of the Princor Funds offers three classes
of shares. However, only Class R shares are offered through this Prospectus.

Who may Invest

Class R shares are offered only to fund Individual  Retirement Accounts ("IRAs")
exclusively  for recipients of lump sum  distributions  from certain  retirement
plans administered by Principal Mutual Life Insurance Company under the terms of
a  written  service   agreement   ("Administered   Employee   Benefit   Plans").
Shareholders  may  purchase  Class  R  shares  to  fund  additional  IRAs  after
establishing an initial IRA funded with Class R shares.

What it Costs to Invest

     Class R shares are sold  without a front-end  sales  charge or a contingent
deferred sales charge. Class R shares of each Fund are subject to a 12b-1 fee at
annual  rate of .75% of the Fund's  average net assets  attributable  to Class R
shares.  Class R shares  automatically  convert  into  Class A shares,  based on
relative net asset values  (which means without a sales  charge),  approximately
four  years  after  purchase.  The  tables on the next page  depict the fees and
expenses  applicable  to the  purchase  and  ownership  of shares of each of the
Funds.  Table A depicts  Class R shares and is based on amounts  incurred by the
Funds'  Class A shares  during  the fiscal  year ended  October  31,  1995,  and
assumptions  regarding  the  level of  expenses  anticipated  for Class R shares
during the current  fiscal year.  Table B depicts Class A shares and is based on
amounts  incurred by the Funds  during the fiscal year ended  October 31,  1995,
except as otherwise  indicated.  While Table B depicts the maximum  sales charge
applicable  to shares sold to the public,  no sales charge  applies when Class R
shares convert to Class A shares. The table included as an Example indicates the
cumulative  expenses an investor would pay on an initial $1,000  investment that
earns a 5% annual  return,  regardless  of  whether  shares  are  redeemed.  The
examples are based on each Fund's Annual Operating  Expenses described in Tables
A and  B.  Please  remember  that  the  Examples  should  not  be  considered  a
representation  of future  expenses  and that actual  expenses may be greater or
less than those shown.
    

<TABLE>
   
<CAPTION>
                                                                       CLASS R SHARES
    TABLE A                                                                                   Shareholder Transaction Expenses*
                                                                 Contingent Deferred Sales Charge
Maximum Sales Load                                               (as a percentage of the lower of
Imposed on Purchases                                               the original purchase price                           Fund
(as a percentage of offering price)                                   or redemption proceeds)


      All Funds                                                                None                         None

                                                                     Annual Fund Operating Expenses
                                                                (as a percentage of average net assets)
                                              Management       12b-1     Other           Total Operating
                     Fund                        Fee            Fee    Expenses****          Expenses
<S>                                            <C>              <C>      <C>                   <C>  
  Balanced Fund                                .60%             .75%     .52%                  1.87%
  Blue Chip Fund                               .50              .75      .63                   1.88
  Bond Fund                                    .50              .75      .20                   1.45**
  Capital Accumulation Fund                    .45              .75      .19                   1.39
  Cash Management Fund                         .38              .75      .34                   1.47**
  Emerging Growth Fund                         .64              .75      .58                   1.97
  Government Securities Income Fund            .46              .75      .22                   1.43
  Growth Fund                                  .48              .75      .46                   1.69
  High Yield Fund                              .60              .75      .60                   1.95
  Short-Term Bond Fund                         .50              .75      .15                   1.40***
  Utilities Fund                               .60              .75      .44                   1.79**
  World Fund                                   .74              .75      .64                   2.13
<FN>

      *     A wire charge of up to $6.00 will be deducted for all wire transfers.
      **    After waiver.
      ***   Estimated expense after waiver.
      ****  Estimated expenses
</FN>
</TABLE>
    
<TABLE>

<CAPTION>

                                                                       CLASS A SHARES
    TABLE B                                                                                   Shareholder Transaction Expenses*
                                                                    Maximum Sales Load Imposed                     Contingent
on Purchases       Deferred                                                                        Fund
(as a percentage of offering price)                                        Sales Charge
      All Funds Except the Short-Term Bond Fund
          and Cash Management Fund                                             4.75%                            None**
      Short-Term Bond Fund                                                     1.50%                            None**
      Cash Management Fund                                                     None      

                                                                                               Annual Fund Operating Expenses
                                                                                           (as a percentage of average net assets)
                                                    Management         12b-1                 Other                 Total Operating
                   Fund                                Fee              Fee                Expenses                   Expenses
<S>                                                    <C>             <C>                   <C>                        <C>  
      Balanced Fund                                    .60%            .25%                  .52%                       1.37%
      Blue Chip Fund                                   .50             .25                   .63                        1.38
      Bond Fund                                        .50             .24                   .20                         .94***
      Capital Accumulation Fund                        .45             .11                   .19                         .75
      Cash Management Fund                             .38             None                  .34                         .72***
      Emerging Growth Fund                             .64             .25                   .58                        1.47
      Government Securities Income Fund                .46             .19                   .22                         .87
      Growth Fund                                      .48             .22                   .46                        1.16
      High Yield Fund                                  .60             .25                   .60                        1.45
      Short-Term Bond Fund                             .50             .15                   .15                         .80****
      Utilities Fund                                   .60             .25                   .45                        1.30
      World Fund                                       .74             .25                   .64                        1.63

<FN>
      *     A wire charge of up to $6.00 will be deducted for all wire transfers.
      **    Purchases  of $1 million or more are not  subject to an initial  sales  charge  but may be subject to a  
            contingent  deferred  sales  charge of .75% (.25% for Short-Term Bond Fund) on redemptions that occur within 18 
            months of purchase. See "Offering Price of Fund's Shares."
      ***   After waiver.
      ****  Estimated expenses after waiver.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                   EXAMPLE

   
     You would  pay the  following  expenses  on a $1,000  investment,  assuming (1) 5% annual  return and (2) redemption at the end
     of each time period:                            1 Year             3 Years             5 Years (a)         10 Years (a)
                                                           -------------       -------------           ---------            
                                               Class A   Class R    Class A   Class R   Class A    Class R   Class A    Class R
                      Fund                     Shares    Shares     Shares    Shares    Shares     Shares    Shares     Shares


<S>                                              <C>       <C>        <C>       <C>      <C>         <C>       <C>        <C> 
     Balanced Fund                               $61       $19        $89       $59      $119        $95       $204       $183
     Blue Chip Fund                              $61       $19        $89       $59      $119        $96       $205       $184
     Bond Fund                                   $57       $15        $76       $46       $97        $73       $157       $135
     Capital Accumulation Fund                   $55       $14        $70       $44       $87        $69       $136       $119
     Cash Management Fund                         $7       $15        $23       $46       $40        $72        $89       $120
     Emerging Growth Fund                        $62       $20        $92       $62      $124       $101       $215       $194
     Government Securities Income Fund           $56       $15        $74       $45       $93        $72       $150       $129
     Growth Fund                                 $59       $17        $83       $53      $108        $86       $182       $161
     High Yield Fund                             $62       $20        $91       $61      $123       $100       $213       $192
     Short-Term Bond Fund                        $23       $14        $40       $44        --         --         --         --  
     Utilities Fund                              $60       $16        $87       $49      $115        $81       $197       $166
     World Fund                                  $63       $22        $96       $67      $132       $109       $232       $211
<FN>
      (a) The amount in this column reflects the conversion of Class R shares to
     Class A shares four years after the initial purchase.
</FN>
</TABLE>
     The purpose of the preceding  tables is to help  investors  understand  the
various  expenses that they will bear either  directly or  indirectly.  Although
Annual Fund Operating Expenses shown in the Expense Table for Class A shares are
generally based upon each Fund's actual expenses, the 12b-1 Plan adopted by each
of the Funds  (except the Money Market Funds which have no such Plan for Class A
shares)  permits the  Underwriter  to retain an annual fee of up to .25% of each
Fund's  average  net  assets.  A portion  of this  annual fee is  considered  an
asset-based  sales charge.  Thus, it is  theoretically  possible for a long-term
shareholder  of Class A shares,  whether  acquired  directly or by conversion of
Class R  shares,  to pay  more  than  the  economic  equivalent  of the  maximum
front-end  sales  charges  permitted by the National  Association  of Securities
Dealers.  See "Distribution  and Shareholder  Servicing Plans and Fees", "How to
Purchase Shares" and "How the Funds are Managed."

     The  Manager  waived a portion of its fee for the Bond and Cash  Management
Funds throughout the fiscal year ended October 31, 1995.  Without these waivers,
total operating  expenses for Class A shares actually  incurred by the Funds for
the fiscal year ended  October 31, 1995 would have amounted to 1.02% and .78% of
each Fund's average net assets,  respectively.  The Manager  intends to continue
its voluntary waiver and, if necessary, pay expenses normally payable by both of
these Funds  through  February 28, 1997 in an amount that will  maintain a total
level  of  operating   expenses  which  as  a  percent  of  average  net  assets
attributable  to a class on an  annualized  basis  during  the  period  will not
exceed,  for the  Class A  shares,  .95% for the Bond Fund and .75% for the Cash
Management  Fund, and for the Class R shares,  1.45% for the Bond Fund and 1.50%
for the Cash Management  Fund. The Manager  voluntarily  waived a portion of its
fee  for the  Utilities  Fund  through  February  29,  1996  in an  amount  that
maintained a total level of operating expenses which as a percent of average net
assets  attributable to a class on an annualized basis during the period did not
exceed 1.10% for the Class A shares. See "How the Funds are Managed."

     The Manager  intends to  voluntarily  waive its fee and, if necessary,  pay
expenses  normally payable by the Short-Term Bond Fund through February 28, 1997
in such amounts that will maintain a total level of operating  expenses which as
a percent of net assets  attributable to a class on an annualized basis will not
exceed  .90% for Class A shares  and 1.40%  for  Class R  shares.  Without  this
waiver,  estimated  annual total  operating  expenses  incurred by each class of
shares  would  amount to  approximately  1.10% for Class A shares  and 1.60% for
Class R shares.
    

What the Funds Offer Investors

   
     Class R shares are purchased by investors to fund IRAs. Investor retirement
objectives and risk tolerances vary. For example,  some investors seek growth to
help accumulate assets prior to retirement while others seek to generate current
income.  Investors purchase shares of Funds that have investment objectives that
match their own financial  objectives.  The Funds also offer a choice of varying
levels of  investment  risks to enable the  investor to choose one or more Funds
the investor believes is a prudent  investment given the investor's  willingness
to assume various risks. The Funds offer:
    

     Professional  Investment Management:  Princor Management Corporation is the
Manager  for each of the  Funds.  The  Manager  employs  experienced  securities
analysts to provide shareholders with professional  investment  management.  The
Manager  decides how and where to invest Fund assets.  Investment  decisions are
based on research into the  financial  performance  of individual  companies and
specific  securities  issues,  taking into account  general  economic and market
trends. See "How the Funds are Managed."

     Diversification:  Mutual Funds allow shareholders to diversify their assets
across  dozens of  securities  issued by a number of  issuers.  In  addition,  a
shareholder  may  further  diversify  by  investing  in  several  of the  Funds.
Diversification reduces investment risk.

     Economies  of  Scale:   Pooling  individual   shareholders'  money  creates
administrative   efficiencies   and,  in  certain  Funds,   saves  on  brokerage
commissions  through round-lot orders and quantity  discounts.  By pooling money
with other investors, shareholders can invest indirectly in many more securities
than they could on their own.

     Liquidity: Upon request, each Fund will redeem all or part of an investor's
shares and promptly pay the current net asset value of the shares redeemed, less
any applicable contingent deferred sales charge. See "How to Sell Shares."

     Dividends:   Each  Fund  will  normally   declare  a  dividend  payable  to
shareholders from investment income in accordance with its distribution  policy.
Dividends  payable for Class R shares will be lower than  dividends  payable for
Class A shares.  See  "Distribution  of Income  Dividends  and Realized  Capital
Gains."

   
     Convenient Investment and Recordkeeping Services: Shareholders will receive
quarterly  statements of account  disclosing  information  regarding  purchases,
redemptions  and  reinvested  dividends or  distributions  occurring  during the
quarter,  as well as the balance of shares  owned and  account  values as of the
statement date. In addition,  shareholders may complete certain transactions and
access account information by telephoning 1-800-247-4123.
    

Investment Objectives of the Funds

                              Growth-Oriented Funds

      Fund                                    Investment Objectives

Princor Balanced Fund, Inc.        Total   investment   return   consisting  of 
                                   current  income  and  capital appreciation 
                                   while assuming reasonable risks in 
                                   furtherance of this objective.
 

     
Princor Blue Chip Fund, Inc.       Growth  of  capital  and  growth of  income.
                                   In  seeking  to  achieve  its objective,  the
                                   Fund will invest primarily in common stocks 
                                   of well-capitalized, established  companies  
                                   which the Fund's Manager  believes to have 
                                   the potential for growth of capital, 
                                   earnings and dividends.

Princor Capital Accumulation 
  Fund, Inc.                       Long-term  capital  appreciation  with a 
                                   secondary  objective  of growth of
                                   investment  income.  The Fund seeks to 
                                   achieve its objectives  primarily through
                                   the purchase of common stocks, but the Fund 
                                   may invest in other securities.

Princor Emerging Growth Fund, Inc. Long-term capital appreciation. The Fund 
                                   invests primarily in securities of
                                   emerging and other growth-oriented companies.

Princor Growth Fund, Inc.          Growth of  capital.  The Fund seeks to 
                                   achieve  its  objective  through the
                                   purchase  primarily  of  common  stocks,  
                                   but  the  Fund  may  invest  in  other
                                   securities.

Princor World Fund, Inc.           Long-term  growth  of  capital  by  investing
                                   in  a  portfolio  of  equity securities of 
                                   companies domiciled in any of the nations 
                                   of the world.


                              Income-Oriented Funds

        Fund                                          Investment Objectives

Princor Bond Fund, Inc.            As high a level of income as is consistent 
                                   with preservation of capital and
                                   prudent investment risk. This Fund invests
                                   primarily in investment-grade bonds.

Princor Government Securities 
  Income Fund, Inc.                A high level of current income, liquidity and
                                   safety of principal. The Fund seeks to 
                                   achieve its  objective  through the purchase 
                                   of obligations  issued or guaranteed  by the 
                                   United States  Government  or its agencies,  
                                   with emphasis on Government National Mortgage
                                   Association  Certificates  ("GNMA  
                                   Certificates"). Fund shares are not 
                                   guaranteed by the United States Government.

Princor High Yield Fund, Inc.      High  current  income.   Capital  growth  is 
                                   a  secondary  objective  when consistent  
                                   with the  objective  of high  current-income.
                                   The Fund will  invest primarily in high 
                                   yielding, lower or non-rated fixed-income 
                                   securities (commonly known as "junk bonds").

Princor Short-Term Bond Fund, Inc. A high level of current income  consistent  
                                   with a relatively high level of principal  
                                   stability by investing  in a portfolio  of  
                                   securities  with a dollar weighted average 
                                   maturity of five years or less.

Princor Utilities Fund, Inc.       Current income and long-term growth of income
                                   and capital. The Fund invests primarily in 
                                   equity and  fixed-income  securities  of  
                                   companies  engaged in the public utilities 
                                   industry.


   
                                Money Market Fund
    

   Fund                                                 Investment Objectives

Princor Cash Management Fund, Inc. As high a level of current income  available 
                                   from short-term  securities as is considered
                                   consistent  with  preservation  of principal
                                   and  maintenance  of liquidity. The Fund 
                                   invests in money market instruments.
   
    

     There can be no  assurance  that the  investment  objectives  of any of the
Funds will be realized. See "Investment Objectives, Policies and Restrictions."

The Risks of Investing

     Because  the  Funds  have  different  investment  objectives,  each Fund is
subject to varying  degrees of  financial  and market  risks and current  income
volatility.  Financial  risk  refers  to  the  earnings  stability  and  overall
financial  soundness of an issuer of an equity security and to the ability of an
issuer of a debt  security to pay interest and principal  when due.  Market risk
refers to the degree to which the price of a  security  will react to changes in
conditions in securities  markets in general and, with  particular  reference to
debt  securities,  to changes in the overall  level of interest  rates.  Current
income  volatility  refers to the degree and rapidity  with which changes in the
overall level of interest rates become  reflected in the level of current income
of a  Fund.  See  "Risk  Factors",  and  "Investment  Objectives,  Policies  and
Restrictions."

How to Buy Shares

   
     An investor  can buy shares by  completing  a Princor  IRA,  SEP or SAR-SEP
application  provided by Princor Financial Services Corporation  ("Princor"),  a
broker-dealer that is also the principal  underwriter for the Funds, and mailing
it, along with a check if  establishing  an account that is not part of a direct
rollover,  to Princor. The initial investment must be at least $250. The minimum
subsequent investment is $25 ($100 for Cash Management Fund). See "How to 
Purchase Shares."  Class R shares of the Cash Management Funds may only be 
purchased by an exchange from other Class R shares. See "How to Exchange 
Shares."

     Each Fund  described  in the  Prospectus  offers  three  classes  of shares
through Princor and other dealers which it selects.  The three classes are Class
A shares,  Class B shares and Class R shares.  Only  Class R shares are  offered
through this Prospectus.  Each class is sold in different sales arrangements and
bears different expense levels.

     Class R shares for each Fund are sold without an initial  sales charge or a
contingent  deferred  sales charge.  Class R shares bear a higher 12b-1 fee than
Class A shares,  currently at the annual rate of .75% of the Fund's  average net
assets attributable to Class R shares. Class R shares will automatically convert
into Class A shares, based on relative net asset value, approximately four years
after  purchase.  Class R shares  provide  the  benefit  of  putting  all of the
investor's  dollars  to work from the time the  investment  is made,  but (until
conversion)  will have a higher expense ratio and pay lower dividends than Class
A shares due to the higher 12b-1 fee. See "How to Purchase Shares" and "Offering
Price of Funds'  Shares."  Class R shares  were  first  offered to the public on
___________________, 1996.
    

How to Exchange Shares

   
     Shares of Princor  Funds may be  exchanged  for shares of the same Class of
other Princor Funds without a sales charge or  administrative  fee under certain
conditions as described under "How to Exchange  Shares." Shares may be exchanged
by telephone or written request. Also, dividends and capital gains distributions
from   shares   of  a  Class  of  one   Princor   Fund   may  be   automatically
"cross-reinvested"  in shares of the same Class of  another  Princor  Fund.  See
"Distribution of Income Dividends and Realized Capital Gains."
    

How to Sell Shares

   
     Shareholders may sell (redeem) shares only by written request.  The request
form may be obtained  by  telephoning  1-800-247-4123  or by writing to Princor,
P.O. Box 10423, Des Moines,  Iowa 50306.  Redemption  proceeds will generally be
mailed to the shareholder on the next business day after the redemption  request
is received in good order.  Redemptions are at net asset value,  without charge.
See "Offering Price of Funds' Shares" and "How to Sell Shares."
    

FINANCIAL HIGHLIGHTS

   
     The following financial  highlights for each of the ten years in the period
ended  October 31, 1995,  or since the Fund's  inception if a shorter  period of
time,  have been derived from  financial  statements  which have been audited by
Ernst  &  Young  LLP,  independent  auditors,  whose  report  thereon  has  been
incorporated  by reference  herein.  No Class R shares were  outstanding  during
these periods.  The financial  highlights should be read in conjunction with the
financial  statements,  related notes and other  financial  information for each
Fund incorporated by reference herein. The financial  statements,  which contain
additional  information  regarding the performance of the Funds, may be obtained
by shareholders, without charge, by telephoning 1-800-451-5447.
    

<PAGE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS


Selected data for a share of Capital Stock outstanding throughout each period:

                                                  
                                                                Income from Investment Operations          Less Distributions
                                                           Net Realized
                                                               and                 
                                       Net Asset   Net      Unrealized   Total     Dividends                              Net Asset
                                        Value at  Invest-     Gain        from      from Net    Distributions              Value at
                                       Beginning   ment     (Loss) on  Investment  Investment       from        Total        End of
                                       of Period  Income   Investments Operations    Income     Capital Gains Distributions  Period 
 
   Princor Balanced Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>          <C>        <C>           <C>          <C>           <C>   
       1995                             $12.43     $.41      $1.31        $1.72      $(.36)        $(.05)       $(.41)        $13.74
       1994                              13.26      .32       (.20)         .12       (.40)         (.55)        (.95)         12.43
       1993                              12.78      .35       1.14         1.49       (.37)         (.64)       (1.01)         13.26
       1992                              11.81      .41        .98         1.39       (.42)           -          (.42)         12.78
       1991                               9.24      .46       2.61         3.07       (.50)           -          (.50)         11.81
       1990                              11.54      .53      (1.70)       (1.17)      (.59)         (.54)       (1.13)          9.24
       1989                              11.09      .61        .56         1.17       (.56)         (.16)        (.72)         11.54
     Period Ended October 31, 1988 (b)    9.96      .40       1.02         1.42       (.29)           -          (.29)         11.09

   Princor Blue Chip Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              12.45      .24       2.55         2.79       (.21)           -          (.21)         15.03
       1994                              11.94      .20        .57          .77       (.26)           -          (.26)         12.45
       1993                              11.51      .21        .43          .64       (.18)         (.03)        (.21)         11.94
       1992                              10.61      .17        .88         1.05       (.15)           -          (.15)         11.51
     Period Ended October 31, 1991(e)    10.02      .10        .57          .67       (.08)           -          (.08)         10.61
   
   Princor Capital Accumulation
   Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              20.83      .45       3.15         3.60       (.39)         (.35)        (.74)         23.69
       1994                              21.41      .39        .93         1.32       (.41)        (1.49)       (1.90)         20.83
       1993                              21.34      .43       1.67         2.10       (.43)        (1.60)       (2.03)         21.41
       1992                              19.53      .45       1.82         2.27       (.46)           -          (.46)         21.34
       1991                              14.31      .49       5.24         5.73       (.51)           -          (.51)         19.53
       1990                              18.16      .52      (3.64)       (3.12)      (.40)         (.33)        (.73)         14.31
     Four Months Ended 
       October 31, 1989 (f)              19.11      .18       (.06)         .12       (.29)         (.78)       (1.07)         18.16
     Year Ended June 30,
       1989                              18.82      .53       1.10         1.63       (.51)         (.83)       (1.34)         19.11
       1988                              21.66      .44      (1.06)        (.62)      (.41)        (1.81)       (2.22)         18.82
       1987                              20.47      .31       3.33         3.64       (.30)        (2.15)       (2.45)         21.66
       1986                              16.60      .61       4.94         5.55       (.72)         (.96)       (1.68)         20.47
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                                                                        Ratios/Supplemental Data


                                                                                                     Ratio of Net
                                                                                        Ratio of      Investment
                                                                      Net Assets at   Expenses to     Income to     Portfolio
                                                            Total     End of Period     Average        Average       Turnover
                                                           Return(a)  (in thousands)  Net Assets     Net Assets       Rate

   Princor Balanced Fund, Inc.
        Class A
     Year Ended October 31,
<S>    <C>                                                   <C>      <C>                 <C>          <C>               <C>  
       1995                                                  14.18%   $   57,125          1.37%        3.21%             35.8%
       1994                                                    .94%       53,366          1.51%        2.70%             14.4%
       1993                                                  12.24%       39,952          1.35%        2.78%             27.5%
       1992                                                  11.86%       31,339          1.29%        3.39%             30.6%
       1991                                                  34.09%       23,372          1.30%        4.25%             23.6%
       1990                                                 (11.28)%      18,122          1.32%        5.22%             33.7%
       1989                                                  11.03%       20,144          1.25%        5.45%             30.2%
     Period Ended 
       October 31, 1988 (b)                                  12.42%(c)    16,282          1.12%(d)     4.51%(d)          65.2%(d)

   Princor Blue Chip Fund, Inc.

     Class A
     Year Ended October 31,
       1995                                                  22.65%       35,212          1.38%        1.83%             26.1%
       1994                                                   6.58%       27,246          1.46%        1.72%              5.5%
       1993                                                   5.65%       23,759          1.25%        1.87%             11.2%
       1992                                                   9.92%       19,926          1.56%        1.49%             13.5%
     Period Ended October 31, 1991(e)                         6.37%(c)    12,670          1.71%(d)     1.67%(d)           0.4%(d)
   
   Princor Capital Accumulation
   Fund, Inc.

     Class A
     Year Ended October 31,
       1995                                                  17.94%      339,656           .75%        2.08%             46.0%
       1994                                                   6.67%      285,965           .83%        2.02%             31.7%
       1993                                                  10.42%      240,016           .82%        2.16%             24.8%
       1992                                                  11.67%      190,301           .93%        2.17%             38.3%
       1991                                                  40.63%      152,814           .99%        2.72%             19.7%
       1990                                                 (17.82)%     109,507          1.10%        3.10%             27.7%
     Four Months Ended 
       October 31, 1989 (f)                                    .44%(c)   122,685          1.10%(d)     2.87%(d)          19.7%(d)
     Year Ended June 30,
       1989                                                   9.53%      117,473          1.00%        3.04%             28.1%
       1988                                                  (2.30)%      97,147           .96%        2.40%             27.9%
       1987                                                  20.93%       93,545           .98%        1.73%             20.0%
       1986                                                  36.51%       55,763           .93%        3.59%             44.5%
<FN>

Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge.

(b) Period from  December  18, 1987,  date shares first  offered to public,
through October 31, 1988. Net investment income,  aggregating $.08 per share for
the period  from the initial  purchase  of shares on October  30,  1987  through
December 17, 1987,  was  recognized,  none of which was  distributed to its sole
stockholder,  Principal  Mutual  Life  Insurance  Company,  during  the  period.
Additionally,   the  Fund  incurred  net  realized  and  unrealized   losses  on
investments  of  $.12  per  share  during  this  initial  interim  period.  This
represented  activities of the fund prior to the initial public offering of fund
shares.
(c)  Total Return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e) Period from March 1, 1991, date shares first offered to public, through
October 31, 1991.  Net  investment  income,  aggregating  $.01 per share for the
period from the initial purchase of shares on February 11, 1991 through February
28, 1991, was recognized, none of which was distributed to its sole stockholder,
Principal Mutual Life Insurance Company,  during the period.  Additionally,  the
Fund  incurred  unrealized  gains on  investments  of $.01 per share during this
initial interim  period.  This  represented  activities of the fund prior to the
initial public offering of fund shares.

(f) Effective July 1, 1989, the fund changed its fiscal  year-end from June
30 to October 3l. 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GROWTH-ORIENTED FUNDS


Selected data for a share of Capital Stock outstanding throughout each period:

                                               Income from Investment Operations        Less Distributions                          

                                                       Net Realized
                                                            and                                                                     
                                     Net Asset    Net   Unrealized     Total    Dividends                              Net Asset    
                                     Value at   Invest-    Gain        from      from Net  Distributions                Value at    
                                     Beginning   ment    (Loss) on   Investment Investment      from         Total         End      
                                     of Period  Income  Investments  Operations  Income    Capital Gains Distributions  of Period   

   Princor Emerging Growth Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                            <C>       <C>        <C>        <C>        <C>         <C>           <C>           <C>        
       1995                           $25.08    $ .12      $6.45      $6.57      $(.06)      $  (.14)      $(.20)        $31.45     
       1994                            23.56      -         1.61       1.61         -           (.09)       (.09)         25.08     
       1993                            19.79     .06        3.82       3.88       (.11)          -          (.11)         23.56     
       1992                            18.33     .14        1.92       2.06       (.15)         (.45)       (.60)         19.79     
       1991                            11.35     .17        7.06       7.23       (.21)         (.04)       (.25)         18.33     
       1990                            14.10     .31       (2.59)     (2.28)      (.37)         (.10)       (.47)         11.35     
       1989                            12.77     .26        2.02       2.28       (.15)         (.80)       (.95)         14.10     
     Period Ended October 31, 1988 (b) 10.50     .06        2.26       2.32       (.05)          -          (.05)         12.77     

   Princor Growth Fund, Inc.

     Class A
     Year Ended October 31,
       1995                            31.14     .35        6.67       7.02       (.31)         (.63)       (.94)         37.22     
       1994                            30.41     .26        2.56       2.82       (.28)        (1.81)      (2.09)         31.14     
       1993                            28.63     .40        2.36       2.76       (.42)         (.56)       (.98)         30.41     
       1992                            25.92     .39        3.32       3.71       (.40)         (.60)      (1.00)         28.63     
       1991                            16.57     .41        9.32       9.73       (.38)          -          (.38)         25.92     
       1990                            19.35     .35       (1.99)     (1.64)      (.34)         (.80)      (1.14)         16.57     
     Four Months Ended October 31, 1989 (e)18.35 .08        1.17       1.25       (.16)         (.09)       (.25)         19.35     
     Year Ended June 30,
       1989                            19.84     .32         .36        .68       (.29)        (1.88)      (2.17)         18.35     
       1988                            23.27     .26       (2.08)     (1.82)      (.22)        (1.39)      (1.61)         19.84     
       1987                            21.85     .21        3.72       3.93       (.27)        (2.24)      (2.51)         23.27     
       1986                            17.07     .32        6.31       6.63       (.38)        (1.47)      (1.85)         21.85     


   Princor World Fund, Inc.

     Class A
     Year Ended October 31,
       1995                             7.44     .08        (.02)       .06       (.03)         (.19)       (.22)          7.28     
       1994                             6.85     .01         .64        .65       (.02)         (.04)       (.06)          7.44     
       1993                             5.02     .03        1.98       2.01       (.05)         (.13)       (.18)          6.85     
       1992                             5.24     .06        (.14)      (.08)      (.06)         (.08)       (.14)          5.02     
       1991                             4.64     .05         .58        .63       (.03)          -          (.03)          5.24     
       1990                             4.66     .09        (.04)       .05       (.07)          -          (.07)          4.64     
     Ten Months Ended 
       October 31, 1989 (f)             4.58     .07         .07        .14       (.06)          -          (.06)          4.66     
   Year Ended December 31,
       1988 (g)                         3.88     .12         .67        .79       (.09)          -          (.09)          4.58     
       1987 (g)                         8.55     .12        (.96)      (.84)      (.08)        (3.75)      (3.83)          3.88     
       1986 (g)                         7.32     .45        2.17       2.62       (.44)         (.95)      (1.39)          8.55     
       1985 (g)                         6.07     .07        1.49       1.56       (.09)         (.22)       (.31)          7.32     
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                                                                        Ratios/Supplemental Data


                                                                                                     Ratio of Net
                                                                                        Ratio of      Investment
                                                                      Net Assets at   Expenses to     Income to     Portfolio
                                                            Total     End of Period     Average        Average       Turnover
                                                           Return(a)  (in thousands)  Net Assets     Net Assets       Rate

   Princor Emerging Growth Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                                                    <C>       <C>               <C>          <C>             <C>  
       1995                                                   26.41%    $150,611          1.47%        .47%            13.5%
       1994                                                    6.86%      92,965          1.74%        .02%             8.1%
       1993                                                   19.66%      48,668          1.66%        .26%             7.0%
       1992                                                   11.63%      29,055          1.74%        .80%             5.8%
       1991                                                   64.56%      17,174          1.78%       1.14%             8.4%
       1990                                                  (16.80)%      8,959          1.94%       2.43%            15.8%
       1989                                                   19.65%       8,946          1.79%       2.09%            13.5%
     Period Ended October 31, 1988 (b)                        19.72%(c)    6,076          1.52%(d)     .84%(d)         19.5%(d)

   Princor Growth Fund, Inc.

     Class A
     Year Ended October 31,
       1995                                                   23.29%     174,328          1.16%       1.12%             12.2%
       1994                                                    9.82%     116,363          1.30%        .95%             13.6%
       1993                                                    9.83%      80,051          1.26%       1.40%             16.4%
       1992                                                   14.76%      63,405          1.19%       1.46%             15.6%
       1991                                                   59.30%      45,892          1.13%       1.85%             10.6%
       1990                                                   (9.20)%     28,917          1.18%       1.88%              9.7%
     Four Months Ended October 31, 1989(e)                     6.83%(c)   32,828          1.22%(d)    1.25%(d)          50.1%(d)
     Year Ended June 30,
       1989                                                    4.38%      31,770          1.08%       1.78%               9.7%
       1988                                                   (7.19)%     34,316          1.00%       1.29%              24.9%
       1987                                                   20.94%      37,006          1.01%       1.07%               4.0%
       1986                                                   42.69%      26,493           .98%       1.75%              29.0%


   Princor World Fund, Inc.

     Class A
     Year Ended October 31,
       1995                                                    1.03%     126,554          1.63%       1.10%             35.4%
       1994                                                    9.60%     115,812          1.74%        .10%             13.2%
       1993                                                   41.39%      63,718          1.61%        .59%             19.5%
       1992                                                   (1.57)%     35,048          1.69%       1.23%             19.9%
       1991                                                   13.82%      26,478          1.72%       1.36%             27.6%
       1990                                                     .94%      16,044          1.79%       1.89%             37.9%
     Ten Months Ended 
       October 31, 1989 (f)                                     2.98%(c)  13,928          1.55%(d)    1.82%(d)          32.4%(d)
   Year Ended December 31,
       1988 (g)                                                20.25%     13,262          1.55%       1.43%             56.9%
       1987 (g)                                               (10.13)%     3,943          2.09%        .83%            183.0%
       1986 (g)                                                36.40%      9,846          2.17%        .73%            166.0%
       1985 (g)                                                25.88%      2,525          2.25%       1.13%             55.9%


<FN>
Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge.

(b)  Period  from  December  18,  1987,   date  shares  first  offered  to  public,   through   October  31,  1988.   
     Net   investment   income,   aggregating   $.04  per share for the period from the initial  purchase of shares on 
     October 30, 1987 through  December 17,  1987,  was  recognized, none of which was  distributed  to its sole  stockholder,  
     Principal  Mutual  Life  Insurance  Company,  during the  period. Additionally,  the Fund  incurred net realized and  
     unrealized  gains on  investments  of $.46 per share during this initial interim period. This represented activities of the
     fund prior to the initial public offering of fund shares.

(c)  Total Return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to October 3l.

(f)  Effective  January 1, 1989,  the fund  changed  its  fiscal  year-end  from December 31 to October 31.

(g)  The   investment   manager  of  Princor   World  Fund,   Inc.   was  changed  on  August  1,  1988  to  the  current   manager,
     Princor   Management   Corporation. The years 1983 through 1987 are not covered by the current independent auditor's report.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

INCOME-ORIENTED AND MONEY MARKET FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions                     

                                                          Net Realized
                                                               and                                                                 
                                       Net Asset    Net    Unrealized     Total     Dividends                              Net Asset
                                       Value at   Invest-     Gain        from      from Net   Distributions               Value at 
                                       Beginning   ment     (Loss) on   Investment Investment      from          Total        End
                                       of Period  Income   Investments Operations    Income    Capital Gains Distributions of Period

   Princor Bond Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>          <C>        <C>           <C>          <C>        <C>   
       1995                             $10.27     $.78 (b)  $1.16        $1.94      $(.78)        $(.01)       $(.79)     $11.42
       1994                              11.75      .78 (b)  (1.47)        (.69)      (.78)         (.01)        (.79)      10.27
       1993                              10.97      .81 (b)    .79         1.60       (.81)         (.01)        (.82)      11.75
       1992                              10.65      .85 (b)    .32         1.17       (.85)           -          (.85)      10.97
       1991                               9.99      .88 (b)    .65         1.53       (.87)           -          (.87)      10.65
       1990                              10.57      .86       (.55)         .31       (.89)           -          (.89)       9.99
       1989                              10.37      .87        .25         1.12       (.86)         (.06)        (.92)      10.57
     Period Ended October 31, 1988 (c)    9.95      .80 (b)    .38         1.18       (.76)           -          (.76)      10.37

   Princor Cash Management Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               1.000     .052 (b)    -           .052      (.052)          -          (.052)      1.000
       1994                               1.000     .033 (b)    -           .033      (.033)          -          (.033)      1.000
       1993                               1.000     .026 (b)    -           .026      (.026)          -          (.026)      1.000
       1992                               1.000     .036 (b)    -           .036      (.036)          -          (.036)      1.000
       1991                               1.000     .061 (b)    -           .061      (.061)          -          (.061)      1.000
       1990                               1.000     .074 (b)    -           .074      (.074)          -          (.074)      1.000
     Four Months Ended 
       October 31, 1989 (f)               1.000     .027 (b)    -           .027      (.027)          -          (.027)      1.000
     Year Ended June 30,
       1989                               1.000     .080 (b)    -           .080      (.080)          -          (.080)      1.000
       1988                               1.000     .060        -           .060      (.060)          -          (.060)      1.000
       1987                               1.000     .053        -           .053      (.053)          -          (.053)      1.000
       1986                               1.000     .065        -           .065      (.065)          -          (.065)      1.000

   Princor Government Securities
   Income Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              10.28      .71       1.02         1.73       (.70)           -          (.70)      11.31
       1994                              11.79      .69      (1.40)        (.71)      (.68)         (.12)        (.80)      10.28
       1993                              11.44      .74        .55         1.29       (.74)         (.20)        (.94)      11.79
       1992                              11.36      .81        .12          .93       (.81)         (.04)        (.85)      11.44
       1991                              10.54      .85        .84         1.69       (.87)           -          (.87)      11.36
       1990                              10.76      .85       (.22)         .63       (.85)           -          (.85)      10.54
     Four Months Ended 
       October 31, 1989 (f)              10.66      .29        .09          .38       (.28)           -          (.28)      10.76
     Year Ended June 30,
       1989                              10.33      .87        .32         1.19       (.86)           -          (.86)      10.66
       1988                              10.40      .89       (.05)         .84       (.88)         (.03)        (.91)      10.33
       1987                              10.82      .86       (.13)         .73       (.87)         (.28)       (1.15)      10.40
       1986                              10.55     1.24        .49         1.73      (1.26)         (.20)       (1.46)      10.82
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                                                                        Ratios/Supplemental Data


                                                                                                     Ratio of Net
                                                                                        Ratio of      Investment
                                                                      Net Assets at   Expenses to     Income to     Portfolio
                                                            Total     End of Period     Average        Average       Turnover
                                                           Return(a)  (in thousands)  Net Assets     Net Assets       Rate


   Princor Bond Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                                                   <C>        <C>            <C>               <C>          <C> 
       1995                                                  19.73%     $106,962       .94% (b)          7.26%        5.1%
       1994                                                  (6.01)%      88,801       .95% (b)          7.27%        8.9%
       1993                                                  15.22%       85,015       .92% (b)          7.19%        9.3%
       1992                                                  11.45%       62,534       .88% (b)          7.95%        8.4%
       1991                                                  16.04%       37,825       .80% (b)          8.66%         .9%
       1990                                                   3.08%       22,719      1.22%              8.40%        3.6%
       1989                                                  11.54%       13,314      1.24%              8.59%        0.0%
     Period Ended October 31, 1988 (c)                       11.59% (d)   10,560       .70% (e)(b)       8.85% (e)   63.9% (e)

   Princor Cash Management Fund, Inc.

     Class A
     Year Ended October 31,
       1995                                                   5.36%      623,864       .72% (b)          5.24%         N/A
       1994                                                   3.40%      332,346       .70% (b)          3.27%         N/A
       1993                                                   2.67%      284,739       .67% (b)          2.63%         N/A
       1992                                                   3.71%      247,189       .65% (b)          3.66%         N/A
       1991                                                   6.29%      262,543       .61% (b)          5.95%         N/A
       1990                                                   7.65%      151,007       .93% (b)          7.36%         N/A
     Four Months Ended 
       October 31, 1989 (f)                                   2.63% (d)  124,895      1.04% (e)(b)       7.86% (e)     N/A
     Year Ended June 30,
       1989                                                   8.15%      120,149      1.00% (b)          8.21%         N/A
       1988                                                   6.18%       51,320      1.02%              6.06%         N/A
       1987                                                   5.34%       45,015      1.02%              5.33%         N/A
       1986                                                   6.71%       35,437      1.10%              6.76%         N/A

   Princor Government Securities
   Income Fund, Inc.

     Class A
     Year Ended October 31,
       1995                                                  17.46%      261,128       .87%              6.57%       10.1%
       1994                                                  (6.26)%     249,438       .95%              6.35%       24.8%
       1993                                                  11.80%      236,718       .93%              6.38%       52.6%
       1992                                                   8.49%      161,565       .95%              7.04%       54.3%
       1991                                                  16.78%       94,613       .98%              7.80%       14.9%
       1990                                                   6.17%       71,806      1.07%              8.15%       22.4%
     Four Months Ended 
       October 31, 1989 (f)                                   3.63% (d)   55,702      1.07% (e)          8.18% (e)    5.2% (e)
     Year Ended June 30,
       1989                                                  12.37%       56,848       .96%              8.58%        -
       1988                                                   8.60%       59,884       .82%              8.65%        -
       1987                                                   7.00%       65,961       .92%              7.93%       17.6%
       1986                                                  17.37%       43,576       .60%              9.33%      141.2%
<FN>
Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge.

(b) Without the Manager's  voluntary  waiver of a portion of certain of its
expenses for the periods  (year,  except as noted in the  financial  statements)
ended October 31 of the years indicated,  the following funds would have had per
share expenses and the ratios of expenses to average net assets as shown:
                                Per Share Ratio of Expenses
                               Net Invest- to Average Net  Amount
        Fund            Year   ment Income     Assets      Waived

Princor Bond Fund, Inc.
   Class A             1995    $.77           1.02%      $  86,018
                       1994        .77        1.09%        120,999
                       1993        .79        1.07%        111,162
                       1992        .82        1.11%        110,868
                       1991        .84        1.15%        100,396
                        1988 (c)   .76        1.12% (e)     31,187

Princor Cash Management
   Fund, Inc.
   Class A             1995        .052        .78%        296,255
                       1994        .031        .90%        595,343
                       1993        .025        .84%        468,387
                       1992        .035        .80%        385,328
                       1991        .059        .79%        433,196
                       1990        .073       1.01%        106,841
                       1989**      .026       1.06% (e)    101,625
                       1989*       .079       1.11%          9,558
*  Year ended June 30, 1989
**  Four months ended October 31, 1989

(c) Period from  December  18, 1987,  date shares first  offered to public,
through October 31, 1988. Net investment income,  aggregating $.10 per share for
the period  from the initial  purchase  of shares on October  30,  1987  through
December 17, 1987, was recognized of which $.06 per share was distributed to its
sole stockholder,  Principal Mutual Life Insurance  Company,  during the period.
Additionally,   the  Fund  incurred  net  realized  and  unrealized   losses  on
investments  of  $.09  per  share  during  this  initial  interim  period.  This
represented  activities of the fund prior to the initial public offering of fund
shares.

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f) Effective July 1, 1989, the fund changed its fiscal  year-end from June
30 to October 3l.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>






INCOME-ORIENTED AND MONEY MARKET FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions                 

                                                          Net Realized
                                                               and                                                          
                                       Net Asset    Net    Unrealized     Total     Dividends                              Net Asset
                                       Value at   Invest-     Gain        from      from Net   Distributions               Value at
                                       Beginning   ment     (Loss) on   Investment Investment      from          Total        End
                                       of Period  Income   Investments Operations    Income    Capital Gains Distributions of Period

   Princor High Yield Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                             <C>                <C>          <C>         <C>              <C>       <C>         <C>     
       1995                            $  7.83$     .68   $    .20     $    .88    $  (.65)         $ -       $  (.65)    $  8.06 
       1994                               8.36      .63       (.51)         .12       (.65)           -          (.65)       7.83 
       1993                               8.15      .71        .21          .92       (.71)           -          (.71)       8.36 
       1992                               7.86      .79        .29         1.08       (.79)           -          (.79)       8.15 
       1991                               7.12      .88        .80         1.68       (.94)           -          (.94)       7.86 
       1990                               9.47     1.10      (2.35)       (1.25)     (1.09)         (.01)       (1.10)       7.12 
       1989                              10.44     1.10       (.83)         .27      (1.09)         (.15)       (1.24)       9.47 
     Period Ended October 31, 1988 (b)    9.97      .98 (c)    .38         1.36       (.89)           -          (.89)      10.44

   Princor Utilities Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               9.25      .48 (c)   1.70         2.18       (.49)           -          (.49)      10.94 
       1994                              11.45      .46 (c)  (2.19)       (1.73)      (.45)         (.02)        (.47)       9.25 
     Period Ended October 31, 1993 (f)   10.18      .35 (c)   1.27         1.62       (.35)           -          (.35)      11.45 

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                                        Ratios/Supplemental Data


                                                                                                     Ratio of Net
                                                                                        Ratio of      Investment
                                                                      Net Assets at   Expenses to     Income to     Portfolio
                                                            Total     End of Period     Average        Average       Turnover
                                                           Return(a)  (in thousands)  Net Assets     Net Assets       Rate

   Princor High Yield Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                                                    <C>         <C>             <C>           <C>             <C>  
       1995                                                   11.73%      $23,396         1.45%         8.71%           40.3%
       1994                                                    1.45%       19,802         1.46%         7.82%           27.2%
       1993                                                   11.66%       19,154         1.35%         8.57%           23.4%
       1992                                                   14.35%       16,359         1.41%         9.69%           28.2%
       1991                                                   25.63%       13,195         1.50%        12.06%           14.2%
       1990                                                  (14.51)%       9,978         1.45%        12.99%           15.8%
       1989                                                    2.68%       12,562         1.43%        11.22%           19.9%
     Period Ended October 31, 1988 (b)                        14.15%(d)    10,059          .77%(c)(e)  10.55%(e)        73.2%(e)

   Princor Utilities Fund, Inc.

     Class A
     Year Ended October 31,
       1995                                                   24.36%       65,873         1.04%(e)      4.95%           13.0%
       1994                                                  (15.20)%      56,747         1.00%(c)      4.89%           13.8%
     Period Ended October 31, 1993 (f)                        15.92%(d)    50,372         1.00%(c)(e)   4.48%(f)         4.3%(f)
<FN>
Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge.

(b) Period from December 18, 1987, date shares first offered to public,  through
October 31, 1988.  Net  investment  income,  aggregating  $.10 per share for the
period from the initial  purchase of shares on October 30, 1987 through December
17, 1987,  was  recognized of which $.06 per share was  distributed  to its sole
stockholder,  Principal  Mutual  Life  Insurance  Company,  during  the  period.
Additionally,   the  Fund  incurred  net  realized  and  unrealized   losses  on
investments  of  $.09  per  share  during  this  initial  interim  period.  This
represented  activities of the fund prior to the initial public offering of Fund
shares.

(c)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
expenses for the periods  (year  except as noted) ended  October 31 of the years
indicated,  the following funds would have had per share expenses and the ratios
of expenses to average net assets as shown:

                                Per Share Ratio of Expenses
                               Net Invest- to Average Net  Amount
        Fund            Year   ment Income     Assets      Waived

Princor High Yield
   Fund, Inc.           1988(b)   $.95        1.33%(e)   $  32,609
   Class A

Princor Utilities Fund, Inc.
   Class A              1995       .46        1.30%        151,145
                        1994       .41        1.50%        284,836
                        1993(f)    .32        1.54%(e)     139,439

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f) Period from December 16, 1992, date shares first offered to public,  through
October 31, 1993.  Net  investment  income,  aggregating  $.05 per share for the
period from the initial purchase of shares on November 16, 1992 through December
15, 1992, was recognized, none of which was distributed to its sole stockholder,
Principal Mutual Life Insurance Company,  during the period.  Additionally,  the
fund  incurred  unrealized  gains on  investments  of $.13 per share  during the
initial interim  period.  This  represented  activities of the fund prior to the
initial public offering of fund shares. 
</FN>
</TABLE>

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

    The  investment  objectives  and policies of each Fund are described  below.
There can be no assurance that the objectives of the Funds will be realized.

    GROWTH-ORIENTED FUNDS

    The Princor  Growth-Oriented  Funds currently  include four Funds which seek
capital   appreciation   through   investments  in  equity  securities  (Capital
Accumulation  Fund,  Emerging Growth Fund, Growth Fund and World Fund), one Fund
which seeks a total investment  return  including both capital  appreciation and
income through investments in equity and debt securities (Balanced Fund) and one
Fund which  seeks  growth of  capital  and  growth of income  primarily  through
investments in common stocks of well  capitalized,  established  companies (Blue
Chip Fund).

    The  Growth-Oriented  Funds may invest in the following  equity  securities:
common stocks;  preferred  stocks and debt securities that are convertible  into
common  stock,  that carry  rights or warrants to purchase  common stock or that
carry rights to participate  in earnings;  rights or warrants to subscribe to or
purchase any of the foregoing securities; and sponsored and unsponsored American
Depository Receipts (ADRs) based on any of the foregoing securities. Unsponsored
ADRs are not created by the issuer of the underlying security, may be subject to
fees imposed by the issuing bank that, in the case of sponsored  ADRs,  would be
paid by the issuer of a sponsored ADR and may involve  additional  risks such as
reduced availability of information about the issuer of the underlying security.
The Blue Chip,  Capital  Accumulation,  Emerging Growth,  Growth and World Funds
will seek to be fully  invested  under normal  conditions in equity  securities.
When in the  opinion  of the  Manager  current  market  or  economic  conditions
warrant, a Growth-Oriented Fund may, for temporary defensive purposes, place all
or a portion of its  assets in cash (on which the Fund  would  earn no  income),
cash equivalents, bank certificates of deposit, bankers acceptances,  repurchase
agreements,  commercial paper,  commercial paper master notes which are floating
rate  debt  instruments  without  a fixed  maturity,  United  States  Government
securities, and preferred stocks and debt securities, whether or not convertible
into or carrying rights for common stock. When investing for temporary defensive
purposes a Growth-Oriented Fund is not investing so as to achieve its investment
objective.  A Growth-Oriented  Fund may also maintain reasonable amounts in cash
or short-term  debt  securities  for daily cash  management  purposes or pending
selection of particular long-term investments.

Princor Balanced Fund

    The  investment  objective of Princor  Balanced  Fund is to generate a total
investment  return consisting of current income and capital  appreciation  while
assuming reasonable risks in furtherance of the investment  objective.  The term
"reasonable risks" refers to investment decisions that in the Manager's judgment
do not  present  a  greater  than  normal  risk of loss in light of  current  or
anticipated future market and economic conditions, trends in yields and interest
rates, and fiscal and monetary policies.

    In seeking to achieve the investment  objective,  the Fund invests primarily
in growth and income-oriented  common stocks (including  securities  convertible
into common stocks),  corporate bonds and debentures and short-term money market
instruments.  The Fund may also invest in other  equity  securities  and in debt
securities issued or guaranteed by the United States Government and its agencies
or  instrumentalities.  The Fund seeks to generate real (inflation  plus) growth
during  favorable  investment  periods  and may  emphasize  income  and  capital
preservation  strategies during uncertain  investment periods.  The Manager will
seek to minimize declines in the net asset value per share. However, there is no
guarantee that the Manager will be successful in achieving this goal.

    The portions of the Fund's total assets invested in equity securities,  debt
securities  and  short-term  money market  instruments  are not fixed,  although
ordinarily  40% to 70% of the  Fund's  portfolio  will  be  invested  in  equity
securities with the balance of the portfolio  invested in debt  securities.  The
investment  mix will vary from time to time  depending  upon the judgment of the
Manager  as to general  market and  economic  conditions,  trends in  investment
yields and interest rates, and changes in fiscal or monetary policies.  The Fund
may invest up to 20% of its assets in foreign  securities.  For a description of
certain investment risks associated with foreign securities, see "Risk Factors."

    The Fund  may  invest  in all  types  of  common  stocks  and  other  equity
investments, without regard to any objective investment criteria such as size of
the issue or issuer, exchange listing or seasoning.  The Fund may invest in both
exchange-listed and  over-the-counter  securities,  in small or large companies,
and in well-established or unseasoned companies. Also, the Fund's investments in
corporate  bonds and debentures and money market  instruments are not restricted
by credit ratings or other objective investment criteria, except with respect to
bank  certificates  of  deposit  as set forth  below.  Some of the fixed  income
securities in which the Fund may invest may be considered to include speculative
characteristics  and the Fund may purchase such  securities  that are in default
but does not currently intend to invest more than 5% of its assets in securities
rated  below BBB by Standard & Poor's or Baa by  Moody's.  The rating  services'
descriptions of BBB or Baa securities are as follows: Moody's Investors Service,
Inc.  Bond Ratings -- Baa:  Bonds which are rated Baa are  considered  as medium
grade  obligations,  i.e., they are neither highly protected nor poorly secured.
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well. Standard &
Poor's  Corporation  Bond Ratings -- BBB: Debt rated "BBB" is regarded as having
an adequate  capacity to pay interest and repay  principal.  Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay  principal  for  debt in  this  category  than  for  debt in  higher-rated
categories.  See the  discussion of the Princor High Yield Fund for  information
concerning risks associated with below-investment grade bonds. The Fund will not
concentrate its investments in any industry.

    In selecting  common stocks,  the Manager seeks  companies which the Manager
believes have predictable  earnings  increases and which,  based on their future
growth  prospects,  may be currently  undervalued  in the market  place.  During
periods  when the  Manager  determines  that  general  economic  conditions  are
favorable,  it will  generally  purchase  common  stocks with the  objective  of
long-term  capital  appreciation.  From time to time, and in periods of economic
uncertainty,  the Manager may purchase  common  stocks with the  expectation  of
price appreciation over a relatively short period of time.

    To achieve its  investment  objective,  the Fund may at times  emphasize the
generation of interest  income by investing in short,  medium or long-term  debt
securities.  Investment  in debt  securities  may  also  be made  with a view to
realizing capital appreciation when the Manager believes that declining interest
rates may increase  market  values.  The Fund may also purchase  "deep  discount
bonds," i.e., bonds which are selling at a substantial  discount from their face
amount, with a view to realizing capital appreciation.

     The Fund may invest in the following  short-term money market  investments:
U.S.  Treasury  bills,  bank  certificates  of  deposit,  bankers'  acceptances,
repurchase agreements,  commercial paper and commercial paper master notes which
are floating rate debt instruments without a fixed maturity.  The Fund will only
invest in  domestic  bank  certificates  of  deposit  issued by banks  which are
members of the Federal  Reserve System that have total deposits in excess of one
billion dollars.

    The United States Government securities in which the Fund may invest consist
of U.S. Treasury  obligations and obligations of certain  agencies,  such as the
Government National Mortgage Association,  which are supported by the full faith
and credit of the United States, as well as obligations of certain other Federal
agencies  or   instrumentalities,   such  as  the  Federal   National   Mortgage
Association,  Federal  Land Banks and the Federal  Farm  Credit  Administration,
which are backed  only by the right of the issuer to borrow  limited  funds from
the U.S.  Treasury,  by the  discretionary  authority of the U.S.  Government to
purchase  such  obligations  or by the credit of the  agency or  instrumentality
itself.

Princor Blue Chip Fund

    The  objective  of Princor Blue Chip Fund is growth of capital and growth of
income.  Growth of income means increasing the Fund's investment income which is
primarily derived from dividends earned on portfolio  securities.  In seeking to
achieve its objective,  the Fund will invest  primarily in common stocks of well
capitalized, established companies which the Fund's manager believes to have the
potential  for growth of capital,  earnings and  dividends.  Under normal market
conditions, the Fund will invest at least 65%, and may invest up to 100%, of its
total assets in the common stocks of blue chip companies.

    Blue  chip   companies   are   defined  as  those   companies   with  market
capitalizations  of at least $1  billion.  Blue  chip  companies  are  generally
identified by their substantial capitalization,  established history of earnings
and  dividends,  easy access to credit,  good  industry  position  and  superior
management structure.  In addition, the large market of publicly held shares for
such  companies and the generally high trading volume in those shares results in
a relatively high degree of liquidity for such investments.  The characteristics
of high  quality and high  liquidity  of blue chip  investments  should make the
market for such stocks attractive to many investors.

    Examples of blue chip  companies  currently  eligible for  investment by the
Fund  include,  but are not  limited  to,  companies  such as  General  Electric
Company, Ford Motor Company,  Exxon Corporation,  Merck & Company, Inc., Digital
Equipment Corporation, Capital Cities ABC, Inc., J.P. Morgan & Co. and Coca Cola
Company.  In general,  the Fund will seek to invest in those  established,  high
quality  companies  whose  industries  are  experiencing  favorable  secular  or
cyclical change.

    The Fund's Manager may invest up to 35% of the Fund's total assets in equity
securities,  other  than  common  stock,  issued  by  companies  that  meet  the
investment  criteria for blue chip companies and in equity  securities issued by
companies that do not meet those criteria. The Manager does not intend to invest
regularly in speculative  securities,  which are those issued by new, unseasoned
companies or by companies that have limited  product lines,  markets,  financial
resources or management, but it may from time to time invest not more than 5% of
the Fund's total assets in those kinds of securities.  The Fund may invest up to
20% of its assets in securities of foreign  issuers.  The foreign  securities in
which  the Fund may  invest  need  not be  issued  by  companies  that  meet the
investment  criteria  for blue chip  companies.  For a  description  of  certain
investment risks associated with foreign securities, see "Risk Factors."

Princor Capital Accumulation Fund

    The primary  objective  of Princor  Capital  Accumulation  Fund is long-term
capital appreciation. A secondary objective is growth of investment income.

    The Fund will invest primarily in common stocks,  but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the Statement of Additional Information. In pursuit of the
Fund's investment objectives,  investments will be made in securities which as a
group  appear to offer  long-term  prospects  for  capital  and  income  growth.
Securities  chosen for  investment  may  include  those of  companies  which the
Manager  believes  can  reasonably  be  expected  to share in the  growth of the
nation's economy over the long term.

Princor Emerging Growth Fund

    The  objective  of Princor  Emerging  Growth  Fund is to  achieve  long-term
capital  appreciation.  The strategy of this Fund is to invest  primarily in the
common stocks and securities  (both debt and preferred  stock)  convertible into
common  stocks of emerging  and other  growth-oriented  companies  that,  in the
judgment of the Manager,  are responsive to changes within the  marketplace  and
have  the  fundamental  characteristics  to  support  growth.  In  pursuing  its
objective of capital appreciation,  the Fund may invest, for any period of time,
in any  industry  and in any kind of  growth-oriented  company,  whether new and
unseasoned or well known and established.  Under normal market  conditions,  the
Fund will invest at least 65% of its assets in securities of companies  having a
total market capitalization of $1 billion or less. The Fund may invest up to 20%
of its assets in securities  of foreign  issuers.  For a description  of certain
investment risks associated with foreign securities, see "Risk Factors."

    There  can be,  of  course,  no  assurance  that the Fund  will  attain  its
objective.  Investment  in  emerging  and other  growth-oriented  companies  may
involve  greater risk than  investment  in other  companies.  The  securities of
growth-oriented  companies  may be  subject  to more  abrupt or  erratic  market
movements,  and many of them may have limited product lines, markets,  financial
resources or management. Because of these factors and of the length of time that
may be required  for full  development  of the growth  prospects  of some of the
companies  in which the Fund  invests,  the Fund  believes  that its  shares are
suitable  only for  persons  who are able to  assume  the risk of  investing  in
securities  of emerging and  growth-oriented  companies and prepared to maintain
their investment during periods of adverse market  conditions.  Investors should
not rely on the Fund for their short-term  financial needs.  Since the Fund will
not be seeking  current  income,  investors  should not view a purchase  of Fund
shares as a complete investment program.

Princor Growth Fund

    The objective of Princor  Growth Fund is growth of capital.  Realization  of
current income will be incidental to the objective of growth of capital.

    The Fund will invest primarily in common stocks,  but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the Statement of Additional Information. In pursuit of the
Fund's investment  objective,  investments will be made in securities which as a
group appear to possess  potential  for  appreciation  in market  value.  Common
stocks chosen for investment may include those of companies  which have a record
of sales and earnings  growth that exceeds the growth rate of corporate  profits
of the S&P 500 or which  offer  new  products  or new  services.  The  policy of
investing in  securities  which have a high  potential for growth of capital can
mean that the assets of the Fund may be subject to greater risk than  securities
which do not have such potential.

Princor World Fund

    The investment  objective of Princor World Fund is to seek long-term  growth
of capital through  investment in a portfolio of equity  securities of companies
domiciled in any of the nations of the world. In choosing  investments in equity
securities of foreign and United States corporations, the Manager intends to pay
particular  attention to long-term  earnings  prospects and the  relationship of
then-current  prices to such  prospects.  Short-term  trading  is not  generally
intended,  but  occasional  investments  may be made for the  purpose of seeking
short-term or medium-term gain. The Fund expects its investment  objective to be
met over long periods which may include several market cycles. For a description
of certain  investment  risks  associated  with  foreign  securities,  see "Risk
Factors."

    For  temporary  defensive  purposes,  the World  Fund may invest in the same
kinds of  securities  as the  other  Growth-Oriented  Funds  whether  issued  by
domestic  or  foreign  corporations,   governments,  or  governmental  agencies,
instrumentalities  or political  subdivisions and whether  denominated in United
States dollars or some other currency.

    The Fund  intends that its  investments  normally  will be  allocated  among
various  countries.  Although there is no limitation on the percentage of assets
that may be invested in any one country or denominated in any one currency,  the
Fund intends under normal  market  conditions to have at least 65% of its assets
invested in securities  issued by corporations of at least three countries,  one
of which may be the  United  States.  Investments  may be made  anywhere  in the
world, but it is expected that primary  consideration will be given to investing
in the securities  issued by corporations  of Western Europe,  North America and
Australasia (Australia,  Japan and Far East Asia) that have developed economies.
Changes in investments may be made as prospects change for particular countries,
industries or companies.

    The Fund may invest in the securities of other investment  companies but may
not  invest  more  than 10% of its  assets  in  securities  of other  investment
companies,  invest more than 5% of its total assets in the securities of any one
investment company, or acquire more than 3% of the outstanding voting securities
of any one investment company except in connection with a merger,  consolidation
or plan of  reorganization.  The Fund's Manager will waive its management fee on
the Fund's assets invested in securities of other open-end investment companies.
The Fund will  generally  invest only in those  investment  companies  that have
investment policies requiring investment in securities  comparable in quality to
those in which the Fund invests.

    INCOME-ORIENTED FUNDS

   
    The Princor  Funds that offer Class R shares  currently  include  four Funds
which seek a high level of income through investments in fixed-income securities
and one fund  which  seeks  current  income and  long-term  growth of income and
capital  through  investments  in equity and  fixed-income  securities of public
utilities  companies.  These Funds are  Princor  Bond Fund,  Princor  Government
Securities Income Fund,  Princor High Yield Fund,  Princor  Short-Term Bond Fund
and Princor  Utilities Fund,  collectively  referred to as the  "Income-Oriented
Funds."  Each  Fund  has  rating  limitations  with  regard  to the  quality  of
securities that may be held in the portfolio.  The rating  limitations  apply at
the time of acquisition of a security and any subsequent change in a rating by a
rating  service  will not  require  elimination  of a  security  from the Fund's
portfolio.  The Statement of Additional Information contains descriptions of the
ratings of Moody's Investors Service,  Inc.  ("Moody's") and Standard and Poor's
Corporation ("S&P").
    

Princor Bond Fund

    The investment  objective of Princor Bond Fund is to provide as high a level
of income as is consistent with  preservation of capital and prudent  investment
risk.

    In seeking to achieve the investment objective,  the Fund will predominantly
invest in marketable fixed-income securities. Investments will be made generally
on a long-term basis, but the Fund may make short-term  investments from time to
time as deemed  prudent by the  Manager.  Longer  maturities  typically  provide
better yields but will subject the Fund to a greater  possibility of substantial
changes in the values of its portfolio securities as interest rates change.

    Under normal circumstances,  the Fund will invest at least 65% of its assets
in  bonds  in one or  more  of the  following  categories:  (i)  corporate  debt
securities and taxable municipal obligations, which at the time of purchase have
an investment  grade rating within the four highest grades used by S&P (AAA, AA,
A or  BBB)  or by  Moody's  (Aaa,  Aa,  A or Baa) or  which,  if  nonrated,  are
comparable  in  quality  in the  opinion of the  Fund's  Manager;  (ii)  similar
Canadian corporate, Provincial and Federal Government securities payable in U.S.
funds; and (iii) securities issued or guaranteed by the United States Government
or its agencies or  instrumentalities.  The balance of the Fund's  assets may be
invested  in the  following  securities:  domestic  and foreign  corporate  debt
securities,  preferred  stocks,  common stocks that provide returns that compare
favorably with the yields on fixed income  investments,  common stocks  acquired
upon  conversion  of debt  securities  or preferred  stocks or upon  exercise of
warrants  acquired  with debt  securities  or otherwise  and foreign  government
securities.  The debt securities and preferred  stocks in which the Fund invests
may be  convertible  or  nonconvertible.  Securities  rated below BBB or Baa are
commonly  referred to as junk bonds.  The Fund does not intend to purchase  debt
securities rated lower than Ba3 by Moody's or BB- by S&P (bonds which are judged
to  have   speculative   elements;   their  future   cannot  be   considered  as
well-assured). The rating services' descriptions of BBB or Baa securities are as
follows:  Moody's Investors  Service,  Inc. Bond Ratings -- Baa: Bonds which are
rated Baa are  considered as medium grade  obligations,  i.e.,  they are neither
highly protected nor poorly secured.  Interest  payments and principal  security
appear adequate for the present but certain  protective  elements may be lacking
or may be  characteristically  unreliable  over any great  length of time.  Such
bonds lack outstanding  investment  characteristics and in fact have speculative
characteristics as well. Standard & Poor's Corporation Bond Ratings -- BBB: Debt
rated "BBB" is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters,  adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity to pay interest and repay principal for debt in this category
than for debt in higher-rated categories. See the discussion of the Princor High
Yield Fund for information  concerning  risks  associated with below  investment
grade bonds.

    During the fiscal year ended October 31, 1995,  the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

                      Moody's Rating                    Portfolio Percentage
                            Aa                                   .97%
                             A                                 16.78
                            Baa                                78.67
                            Ba                                  1.92
                             B                                  1.66

    The  above  percentage  for A  rated  securities  include  .39%  of  unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.

    Cash  equivalents  in which the Fund invests  include  corporate  commercial
paper rated A-1+, A-1 or A-2 by S&P or P-1 or P-2 by Moody's, unrated commercial
paper issued by corporations  with outstanding debt securities rated in the four
highest grades by S&P and Moody's and bank  certificates of deposit and bankers'
acceptances  issued or  guaranteed  by national  or state  banks and  repurchase
agreements  considered  by the Fund to have  investment  quality.  Under unusual
market or economic  conditions,  the Fund for temporary  defensive  purposes may
invest up to 100% of its assets in cash or cash equivalents.

Princor Government Securities Income Fund

    The objective of Princor  Government  Securities Income Fund is a high level
of current income, liquidity and safety of principal.

    The Fund will  invest in  obligations  issued or  guaranteed  by the  United
States  Government  or by its agencies or  instrumentalities  and in  repurchase
agreements   collateralized  by  such  obligations.   Such  securities   include
Government National Mortgage Association  ("GNMA")  Certificates of the modified
pass-through type, Federal National Mortgage Association  ("FNMA")  Obligations,
Federal Home Loan Mortgage Corporation  ("FHLMC")  Certificates and Student Loan
Marketing   Association   ("SLMA")   Certificates  and  other  U.S.   Government
Securities.  GNMA is a  wholly-owned  corporate  instrumentality  of the  United
States whose  securities  and guarantees are backed by the full faith and credit
of  the  United  States.   FNMA,  a  federally   chartered  and  privately-owned
corporation,  FHLMC,  a federal  corporation,  and SLMA, a government  sponsored
stockholder-owned  organization, are instrumentalities of the United States. The
securities  and guarantees of FNMA,  FHLMC and SLMA are not backed,  directly or
indirectly,  by the full  faith and credit of the United  States.  Although  the
Secretary of the Treasury of the United  States has  discretionary  authority to
lend FNMA up to $2.25 billion outstanding at any time, neither the United States
nor any agency thereof is obligated to finance  FNMA's or FHLMC's  operations or
to assist FNMA or FHLMC in any other  manner.  The Fund may maintain  reasonable
amounts of cash or short-term  debt  securities  not issued or guaranteed by the
U.S. Government or its agencies or  instrumentalities  for daily cash management
purposes or pending selection of long-term investments.

    Depending on market conditions,  a substantial  portion of the assets may be
invested  in  GNMA  Certificates  of  the  modified  pass-through  type  and  in
repurchase  agreements  collateralized  by such  obligations.  GNMA is a  United
States  Government  corporation  within  the  Department  of  Housing  and Urban
Development.  GNMA Certificates are mortgage-backed  securities  representing an
interest in a pool of  mortgage  loans.  Such loans are made by lenders  such as
mortgage  bankers,  insurance  companies,  commercial banks and savings and loan
associations.   Then,   they  are  either   insured  by  the   Federal   Housing
Administration (FHA) or they are guaranteed by the Veterans  Administration (VA)
or Farmers Home  Administration  (FmHA).  The lender or other prospective issuer
creates  a  specific  pool of such  mortgages,  which  it  submits  to GNMA  for
approval.  After approval, a GNMA Certificate is typically offered by the issuer
to investors through securities dealers.

    GNMA Certificates differ from bonds in that the principal is scheduled to be
paid back by the  borrower  on a monthly  basis over the life of the loan rather
than  returned  in  a  lump  sum  at  maturity.   Modified   pass-through   GNMA
Certificates,  which  are the only  kind in which the Fund  intends  to  invest,
entitle the holder to receive all interest and  principal  payments  owed on the
mortgages  in the pool  (net of the  issuer  and GNMA fee of .5%  prescribed  by
regulation),  regardless  of whether or not the mortgagor has made such payment.
The timely payment of interest and principal is guaranteed by the full faith and
credit of the United States Government.

    Although the payment of interest and principal is guaranteed,  the guarantee
does not extend to the value of a GNMA Certificate or the value of the shares of
the Fund.  The market value of a GNMA  Certificate  typically  will fluctuate to
reflect  changes in prevailing  interest rates. It falls when rates increase (as
does the market value of other debt  securities) and it rises when rates decline
(but it may not rise on a comparable basis with other debt securities because of
its  prepayment  feature),  and,  therefore,  may be more or less  than the face
amount of the GNMA Certificate, which reflects the aggregate principal amount of
the  underlying  mortgages.  As a result the net asset value of Fund shares will
fluctuate as interest rates change.

    Mortgagors may pay off their mortgages at any time. Expected  prepayments of
the  mortgages can affect the market value of the GNMA  Certificate,  and actual
prepayments  can  affect  the  return  ultimately  received.  Prepayments,  like
scheduled  payments  of  principal,  are  reinvested  by the Fund at  prevailing
interest  rates  which  may be  less  than  the  rate on the  GNMA  Certificate.
Prepayments  are likely to increase as the interest rate for new mortgages moves
lower than the rate on the GNMA Certificate.  Moreover,  if the GNMA Certificate
had been  purchased  at a premium  above  principal  because  its rate  exceeded
prevailing  rates,  the premium is not  guaranteed and a decline in value to par
may result in a loss of the premium especially in the event of prepayment.

    The FNMA and FHLMC  securities in which the Fund invests are very similar to
GNMA  certificates  as described  above but are not guaranteed by the full faith
and credit of the United States but rather by the agency itself.  FNMA and FHLMC
securities are rated Aaa by Moody's and AAA by Standard & Poor's.  These ratings
reflect  the  status  of FNMA  and  FHLMC  as  federal  agencies  as well as the
important role each plays in financing purchases of homes in the U.S.

    Student Loan Marking Association is a government sponsored stockholder-owned
organization  whose goal is to provide  liquidity to financial  and  educational
institutions.  SLMA provides  liquidity by purchasing  student loans,  which are
principally  government  guaranteed  loans issued  under the Federal  Guaranteed
Student Loan Program and the Health  Education  Assistance  Loan  Program.  SLMA
securities are not guaranteed by the U.S.  Government but are obligations solely
of the agency.  SLMA senior debt issues in which the Fund  invests are rated AAA
by Standard & Poor's and Aaa by Moody's.

    There are  other  obligations  issued or  guaranteed  by the  United  States
Government   (such  as  U.S.   Treasury   securities)  or  by  its  agencies  or
instrumentalities  that are either supported by the full faith and credit of the
U.S. Treasury or the credit of a particular agency or instrumentality.  Included
in the  latter  category  are  Federal  Home  Loan Bank and Farm  Credit  Banks.
Obligations  not  guaranteed  by the United States  Government  are highly rated
because they are issued by indirect branches of government. Such paper is issued
as needs arise by an agency and is traded regularly in denominations  similar to
those in which government obligations are traded.

    The Fund will not engage in the  trading of  securities  for the  purpose of
realizing  short-term  profits,  but it will adjust its  portfolio as considered
advisable in view of prevailing or anticipated  market conditions and the Fund's
investment  objective.  Accordingly,  the Fund may sell portfolio  securities in
anticipation  of a rise in interest rates and purchase  securities for inclusion
in its portfolio in anticipation of a decline in interest rates.

    As a hedge  against  changes  in  interest  rates,  the Fund may enter  into
contracts with dealers in GNMA Certificates  whereby the Fund agrees to purchase
or sell an  agreed-upon  principal  amount of GNMA  Certificates  at a specified
price on a certain  date.  The Fund may enter into similar  purchase  agreements
with issuers of GNMA  Certificates  other than  Principal  Mutual Life Insurance
Company.  The Fund may also purchase optional delivery standby commitments which
give the Fund the right to sell  particular  GNMA  Certificates  at a  specified
price on a  specified  date.  Failure of the other  party to such a contract  or
commitment  to abide by the terms thereof could result in a loss to the Fund. To
the extent the Fund engages in delayed  delivery  transactions it will do so for
the purpose of acquiring  portfolio  securities  consistent  with its investment
objective  and  policies  and not for the purpose of  investment  leverage or to
speculate on interest rate changes. Liability accrues to the Fund at the time it
becomes  obligated to purchase such  securities,  although  delivery and payment
occur at a later  date.  From the time the Fund  becomes  obligated  to purchase
securities on a delayed  delivery  basis,  the Fund has all the rights and risks
attendant to the ownership of a security except that no interest  accrues to the
purchaser until delivery.  At the time the Fund enters into a binding obligation
to purchase such securities,  Fund assets of a dollar amount  sufficient to make
payment for the securities to be purchased will be segregated.  The availability
of liquid  assets for this  purpose and the effect of asset  segregation  on the
Fund's ability to meet its current obligations, to honor requests for redemption
and to have its investment  portfolio  managed properly will limit the extent to
which the Fund may engage in  forward  commitment  agreements.  Except as may be
imposed by these  factors,  there is no limit on the percent of the Fund's total
assets that may be committed to transactions in such agreements.

Princor High Yield Fund

    Princor  High Yield  Fund's  primary  investment  objective  is high current
income.  Capital  growth  is a  secondary  objective  when  consistent  with the
objective of high current income. This Fund is designed for investors willing to
assume additional risk in return for above average income.

    In seeking to attain the Fund's  objective of high current income,  the Fund
invests primarily in high yielding,  lower or nonrated  fixed-income  securities
(commonly known as "junk bonds"), constituting a diversified portfolio which the
Fund  Manager  believes  does not  involve  undue  risk to income or  principal.
Normally, at least 80% of the Fund's assets will be invested in debt securities,
convertible  securities (both debt and preferred stock) or preferred stocks that
are consistent with its primary investment objective of high current income. The
Fund's  remaining  assets may be  invested  in common  stocks  and other  equity
securities  in which the  Growth-Oriented  Funds may invest  when these types of
investments are consistent with the objective of high current income.

    The Fund  seeks to invest  its  assets in  securities  rated Ba1 or lower by
Moody's or BB+ or lower by S&P or in unrated securities which the Fund's Manager
believes are of comparable quality.  These securities are regarded,  on balance,
as  predominantly  speculative  with  respect to the  issuer's  capacity  to pay
interest and to repay  principal in accordance with the terms of the obligation.
The Fund will not invest in securities  rated below Caa by Moody's and below CCC
by S&P.

    The rating services'  descriptions of securities  rating categories in which
the Fund may normally invest are as follows:

    Moody's Investors Service,  Inc. Bond Ratings - Ba: Bonds which are rated Ba
are judged to have  speculative  elements;  their future cannot be considered as
well-assured.  Often the  protection of interest and  principal  payments may be
very  moderate and thereby not well  safeguarded  during both good and bad times
over the future.  Uncertainty of position  characterizes bonds in this class. B:
Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

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

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

    Standard & Poor's  Corporation  Bond  Ratings - BB, B, CCC,  CC:  Debt rated
"BB", "B", "CCC" and "CC" is regarded, on balance, as predominantly  speculative
with respect to capacity to pay interest and repay  principal in accordance with
the terms of the obligation. "BB" indicates the lowest degree of speculation and
"CC" the highest  degree of  speculation.  While such debt will likely have some
quality  and   protective   characteristics,   these  are  outweighed  by  large
uncertainties or major risk exposures to adverse conditions.

    Plus (+) or Minus (-):  The ratings from "AA" to "BB" may be modified by the
addition  of a plus or minus  sign to show  relative  standing  within the major
rating categories.

    The  higher-yielding,  lower-rated  securities  in which the High Yield Fund
invests  present  special  risks to investors.  The market value of  lower-rated
securities  may be more  volatile  than  that  of  higher-rated  securities  and
generally tends to reflect the market's  perception of the  creditworthiness  of
the issuer and  short-term  market  developments  to a greater  extent than more
highly-rated securities,  which reflect primarily fluctuations in general levels
of interest rates. Periods of economic uncertainty and change can be expected to
result in increased  volatility in the market value of  lower-rated  securities.
Further,  such  securities may be subject to greater risks of loss of income and
principal,  particularly in the event of adverse  economic  changes or increased
interest rates, because their issuers generally are not as financially secure or
as  creditworthy  as issuers of higher-rated  securities.  Additionally,  to the
extent  that there is not a national  market  system  for  secondary  trading of
lower-rated securities,  there may be a low volume of trading in such securities
which  may  make it more  difficult  to  value  or sell  those  securities  than
higher-rated securities. Adverse publicity and investor perceptions,  whether or
not based on fundamental analysis, may decrease the values and liquidity of high
yield securities, especially in a thinly traded market.

    Investors should recognize that the market for higher-yielding,  lower-rated
securities  is a relatively  recent  development  that has not been tested by an
economic  recession.  An economic  downturn may severely  disrupt the market for
such  securities and cause  financial  stress to the issuers which may adversely
affect the value of the  securities  held by the High Yield Fund and the ability
of the issuers of the  securities  held by it to pay principal  and interest.  A
default by an issuer may result in the Fund  incurring  additional  expenses  to
seek recovery of the amounts due it.

    Some of the securities in which the Fund invests contain call provisions. If
the issuer of such a security exercises a call provision in a declining interest
rate market,  the Fund would have to replace the security with a  lower-yielding
security,   resulting  in  a  decreased   return  for  investors.   Further,   a
higher-yielding security's value will decrease in a rising interest rate market,
which will be reflected in the Fund's net asset value per share.

    Investors  should  carefully  consider  their ability to assume the risks of
investing in lower-rated securities before making an investment in the Fund, and
should be prepared to maintain their investment during periods of adverse market
conditions. Investors should not rely on the Fund for their short-term financial
needs.

    The Fund seeks to minimize the risks of investing in lower-rated  securities
through   diversification,   investment   analysis  and   attention  to  current
developments in interest rates and economic conditions. Because the Fund invests
primarily in securities in the lower rating  categories,  the achievement of the
Fund's goals is more  dependent on the Manager's  ability than would be the case
if the Fund were  investing  in  securities  in the  higher  rating  categories.
Although the Fund's Manager  considers  security ratings when making  investment
decisions, it performs its own investment analysis and does not rely principally
on the  ratings  assigned  by the rating  services.  There are risks in applying
credit ratings as a method for evaluating  high yield  securities.  For example,
credit ratings evaluate the safety of principal and interest  payments,  not the
market value risk of high yield securities,  and credit rating agencies may fail
to make  timely  changes in credit  ratings to reflect  subsequent  events.  The
Manager's analysis includes traditional security analysis considerations such as
the issuer's experience and managerial  strength,  changing financial condition,
borrowing  requirements or debt maturity  schedules,  and its  responsiveness to
changes in business  conditions and interest rates.  It also considers  relative
values based on  anticipated  cash flow,  interest or dividend  coverage,  asset
coverage  and earnings  prospects.  In addition,  the Manager  analyzes  general
business  conditions and other factors such as  anticipated  changes in economic
activity and interest rates, the  availability of new investment  opportunities,
and the  economic  outlook for  specific  industries.  The Manager  continuously
monitors  the issuers of portfolio  securities  to determine if the issuers will
have  sufficient  cash flow and profits to meet required  principal and interest
payments and to assure the securities' liquidity so the Fund can meet redemption
requests.  During the fiscal year ended October 31, 1995,  the percentage of the
Fund's  portfolio  securities  invested in the various  ratings  established  by
Moody's,  based  upon the  weighted  average  ratings of the  portfolio,  was as
follows:

                      Moody's Rating                    Portfolio Percentage
                            Baa                                 2.27%
                            Ba                                 41.53
                             B                                 55.72
                             C                                   .48

    The  above  percentages  for  Ba  and B  rated  securities  include  unrated
securities  in the  amount  of .65% and  .34%,  respectively,  which  have  been
determined by the Manager to be of comparable quality.

    There  may be times  when,  in the  Manager's  judgment,  unusual  market or
economic   conditions  make  pursuing  the  Fund's  basic  investment   strategy
inconsistent  with the best  interests  of its  shareholders.  At such times the
Manager  may  employ  alternative   strategies,   primarily  seeking  to  reduce
fluctuations  in  the  value  of  the  Fund's  assets.  In  implementing   these
"defensive"  strategies,   the  Fund  may  temporarily  invest  in  money-market
instruments  of all types,  higher-rated  fixed-income  securities  or any other
fixed-income  securities that the Fund considers  consistent with such strategy.
The yield to  maturity on these  securities  would  generally  be lower than the
yield to maturity on lower-rated  fixed-income  securities.  It is impossible to
predict when, or for how long, such alternative strategies will be utilized.

    The Fund's  Manager buys and sells  securities  for the Fund  principally in
response  to its  evaluation  of an  issuer's  continuing  ability  to meet  its
obligations,  the  availability  of  better  investment  opportunities,  and its
assessment of changes in business  conditions and interest  rates.  From time to
time,  consistent with its investment  objectives,  the Fund may sell securities
that have  appreciated  in value because of declines in interest  rates.  It may
also trade securities for the purpose of seeking short-term profits.  Securities
may be sold in  anticipation  of a market decline or bought in anticipation of a
market rise.  They may also be traded for  securities of comparable  quality and
maturity to take advantage of perceived short-term  disparities in market values
or yields.

Princor Short-Term Bond Fund

    The  objective  of Princor  Short-Term  Bond Fund is to seek a high level of
current income consistent with a relatively high level of principal stability by
investing in a portfolio of securities with a dollar weighted  average  maturity
of five years or less.  The Fund seeks to achieve  its  objective  by  investing
primarily in high grade, short-term debt securities.

    The Fund will invest, under normal circumstances,  at least 80% of its total
assets  in  securities  issued  or  guaranteed  by the  United  States  ("U.S.")
Government or its agencies or instrumentalities  (as described in the discussion
of Princor Government  Securities Income Fund) and other debt securities of U.S.
issuers rated within the three highest grades used by Standard & Poor's (AAA, AA
or A) or by Moody's (Aaa,  Aa, or A) or which,  if nonrated,  are  comparable in
quality in the opinion of the Fund's  Manager.  The balance of the Fund's assets
may be  invested in debt  securities  rated in the fourth  highest  grade by the
major rating  services  (i.e.,  at least "Baa" by Moody's  Investors  Service or
"BBB" by Standard & Poor's Corporation,  or their equivalents) or, if not rated,
judged to be of comparable  quality.  Securities rated BBB or Baa are considered
investment grade securities  having adequate  capacity to pay interest and repay
principal.  Such securities may have speculative  characteristics,  however, and
changes in economic and other  conditions  are more likely to lead to a weakened
capacity  of the  issuer  of such  securities  to make  principal  and  interest
payments  than  is  the  case  with  higher  rated   securities.   Under  normal
circumstances,  the Fund will maintain a dollar weighted average maturity of not
more  than five  years.  In  determining  the  average  maturity  of the  Fund's
portfolio,  the Manager may adjust the maturity  dates on callable or prepayable
securities to reflect the Manager's  judgment  regarding the  likelihood of such
securities being called or prepaid.

     The Fund may also invest in other debt securities  including corporate debt
securities  such as bonds,  notes  and  debentures,  mortgage-backed  securities
including collateralized mortgage obligations and other asset-backed securities.
For a  more  complete  description  of  asset-backed  securities,  see  "Princor
Government Securities Income Fund" discussion.

    Cash  equivalents  in which the Fund invests  include  corporate  commercial
paper rated A-1+, A-1 or A-2 by S&P or P-1 or P-2 by Moody's, unrated commercial
paper issued by corporations  with outstanding debt securities rated in the four
highest grades by S&P and Moody's and bank  certificates of deposit and bankers'
acceptances  issued or  guaranteed  by national  or state  banks and  repurchase
agreements  considered  by the Fund to have  investment  quality.  Under unusual
market or economic  conditions,  the Fund for temporary  defensive  purposes may
invest up to 100% of its assets in cash or cash equivalents.

Princor Utilities Fund

    The investment  objective of Princor  Utilities  Fund is to provide  current
income and long-term growth of income and capital. The Fund seeks to achieve its
investment   objective  by  investing   primarily  in  equity  and  fixed-income
securities  of  companies  engaged in the public  utilities  industry.  The term
"public  utilities  industry"  consists of companies engaged in the manufacture,
production, generation,  transmission, sale and distribution of gas and electric
energy,  as well as companies  engaged in the  communications  field,  including
telephone,   telegraph,  satellite,  microwave  and  other  companies  providing
communication  facilities  for the public,  but  excluding  public  broadcasting
companies.  For purposes of the Fund, a company will be  considered to be in the
public utilities  industry if, during the most recent  twelve-month  period,  at
least 50% of the company's gross revenues,  on a consolidated  basis, is derived
from the public utilities industry. Under normal market conditions, the Fund, as
an  investment  policy,  will invest at least 65%, and may invest up to 100%, of
its total assets in  securities of companies in the public  utilities  industry,
and as a matter of fundamental  policy will invest no less than 25% of its total
assets in those securities.  As a non-fundamental  policy,  the Fund may not own
more  than 5% of the  outstanding  voting  securities  of more  than one  public
utility company as defined by the Public Utility Holding Company Act of 1935.

    The Fund  invests in both equity  securities  (as defined  previously  under
"Growth-Oriented  Funds")  and fixed-  income  securities  (bonds and  preferred
stock) in the public utilities industry. The Fund does not have any set policies
to concentrate within any particular segment of the utilities industry. The Fund
will shift its asset allocation without  restriction  between types of utilities
and  between  equity  and  fixed-income  securities  based  upon  the  Manager's
determination  of how to achieve  the Fund's  investment  objective  in light of
prevailing  market,  economic  and  financial  conditions.  For  example,  at  a
particular  time the  Manager  may choose to  allocate  up to 100% of the Fund's
assets in a particular type of security (for example, equity securities) or in a
specific utility industry segment (for example, electric utilities).

    Fixed-income securities in which the Fund may invest are debt securities and
preferred  stocks,  which  are  rated at the time of  purchase  Baa or better by
Moody's  or BBB or better by S&P,  or which,  if  unrated,  are  deemed to be of
comparable  quality by the Fund's  Manager.  A  description  of  corporate  bond
ratings is contained in the Appendix to the Statement of Additional Information.
The rating  services'  descriptions  of Baa or BBB  securities  are as  follows:
Moody's Investors  Service,  Inc. Bond ratings -- Baa: Bonds which are rated Baa
are  considered  as medium  grade  obligations,  i.e.,  they are neither  highly
protected nor poorly secured.  Interest  payments and principal  security appear
adequate for the present but certain  protective  elements may be lacking or may
be characteristically  unreliable over any great length of time. Such bonds lack
outstanding   investment   characteristics   and  in   fact   have   speculative
characteristics  as well.  Standard and Poor's  Corporation Bond Ratings -- BBB:
Debt rated "BBB" is regarded as having an adequate  capacity to pay interest and
repay principal.  Whereas it normally exhibits adequate  protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a  weakened  capacity  to pay  interest  and  repay  principal  for debt in this
category than for debt in higher-rated categories.

    If a  fixed-income  security  held by the  Fund is  rated  BBB or Baa and is
subsequently down graded by a rating agency,  the Fund will retain such security
in its portfolio until the Manager determines that it is practicable to sell the
security without undue market or tax consequences to the Fund.

    While the Fund will invest  primarily in the  securities  of public  utility
companies,  it may invest up to 35% of its total assets in those securities that
are permissible  investments for the Balanced Fund. See "Princor  Balanced Fund"
and "Certain  Investment  Policies and Restrictions."  However the Fund will not
invest in fixed-income securities rated below Baa by Moody's or BBB by S&P.

    When in the opinion of the  Manager  current  market or economic  conditions
warrant, the Fund may for temporary defensive purposes place all or a portion of
its assets in cash,  on which the Fund would earn no income,  cash  equivalents,
bank  certificates  of  deposit,  bankers  acceptances,  repurchase  agreements,
commercial  paper,  commercial  paper master notes or United  States  Government
securities.  When  investing  for temporary  defensive  purposes the Fund is not
investing so as to achieve its investment objective.  The Fund may also maintain
reasonable  amounts  of  cash or  short-term  debt  securities  for  daily  cash
management purposes or pending selection of particular long-term investments.

    The public  utilities  industry as a whole has certain  characteristics  and
risks particular to that industry.  Unlike industrial companies, the rates which
utility companies may charge their customers generally are subject to review and
limitation by governmental  regulatory  commissions.  Although rate changes of a
utility usually  fluctuate in approximate  correlation with financing costs, due
to political and regulatory factors rate changes ordinarily occur only following
a delay after the changes in financing costs. This factor will tend to favorably
affect a utility company's  earnings and dividends in times of decreasing costs,
but conversely  will tend to adversely  affect earnings and dividends when costs
are rising. In addition,  the value of public utility debt securities (and, to a
lesser extent,  equity securities) tends to have an inverse  relationship to the
movement of interest rates.

    Among the risks affecting the utilities industry are the following: risks of
increases  in fuel and other  operating  costs;  the high cost of  borrowing  to
finance  capital  construction  during  inflationary  periods;  restrictions  on
operations  and  increased  costs and delays  associated  with  compliance  with
environmental  and nuclear  safety  regulations;  the  difficulties  involved in
obtaining  natural  gas  for  resale  or  fuel  for  generating  electricity  at
reasonable  prices;  the risks in connection with the construction and operation
of nuclear  power  plants;  the  effects of energy  conservation  and effects of
regulatory  changes,  such as the possible  adverse effects on profits of recent
increased competition among  telecommunications  companies and the uncertainties
resulting   from  such   companies'   diversification   into  new  domestic  and
international  businesses,  as well as agreements by many such companies linking
future rate increases to inflation or other factors not directly  related to the
actual operating profits of the enterprise.

    MONEY MARKET FUND

   
    The  Princor  Funds  currently  include one Fund which seeks a high level of
income through investments in short-term  securities.  This Fund is Princor Cash
Management Fund referred to as the "Money Market Fund."  Securities in which the
Princor  Cash  Management  Fund  will  invest  may not  yield as high a level of
current  income as  securities  of lower  quality  and longer  maturities  which
generally have less liquidity, greater market risk and more fluctuation.

    The Fund will  limit its  portfolio  investments  to  United  States  dollar
denominated instruments that the Manager,  subject to the oversight of the Board
of Directors,  determines  present minimal credit risks and which at the time of
acquisition  are "Eligible  Securities"  as that term is defined in  regulations
issued under the Investment Company Act of 1940. Eligible Securities include:
    

    (1) A security  with a remaining  maturity of 397 days or less that is rated
        (or that has been  issued by an  issuer  that is rated in  respect  to a
        class of short-term debt obligations, or any security within that class,
        that is  comparable  in priority  and security  with the  security) by a
        nationally recognized  statistical rating organization in one of the two
        highest rating categories for short-term debt obligations; or

    (2) A security that at the time of issuance was a long-term  security with a
        remaining  maturity of 397 calendar  days or less,  and whose issuer has
        received from a nationally recognized  statistical rating organization a
        rating,  with respect to a class of short-term debt  obligations (or any
        security  within  that  class) that is now  comparable  in priority  and
        security with the security,  in one of the two highest rating categories
        for short-term debt obligations; or

     (3)  an  unrated  security  that is of  comparable  quality  to a  security
          meeting the  requirements  of (1) or (2) above,  as  determined by the
          board of directors. 

     Princor Cash  Management Fund will not  invest more  than 5% of its  total
assets in the following securities:

    (1) Securities  which,  when acquired by the Fund (either  initially or upon
        any  subsequent  rollover),  are  rated  in the  second  highest  rating
        category for short-term debt obligations;

    (2) Securities  which at the time of issuance were long-term  securities but
        when acquired by the Fund have a remaining maturity of 397 calendar days
        or less, if the issuer of such  securities  is rated,  with respect to a
        class of comparable  short-term debt obligations,  in the second highest
        rating category for short-term obligations; and

    (3) Securities  which are unrated but are  determined by the Fund's Board of
        Directors to be of comparable  quality to securities rated in the second
        highest rating category for short-term debt obligations.

   
    The Fund will maintain a dollar-weighted  average  portfolio  maturity of 90
days or less. The Fund intends to hold its investments  until maturity,  but may
on occasion  trade  securities  to take  advantage of market  variations.  Also,
revised  valuations of an issuer or redemptions may result in sales of portfolio
investments  prior to maturity or at a time when such sales might  otherwise not
be desirable.  The Fund's right to borrow to facilitate  redemptions  may reduce
the need for such sales.  The sale of  portfolio  securities  would be a taxable
event. See "Tax Treatment of the Funds,  Dividends and Distributions." It is the
policy of the Fund to be as fully invested as reasonably  practical at all times
to maximize current income.

    Since portfolio  assets of the Fund will consist of short-term  instruments,
replacement of portfolio securities will occur frequently.  However,  since this
Fund expects to usually  transact  purchases  and sales of portfolio  securities
with issuers or dealers on a net basis, it is not anticipated that the Fund will
pay any  significant  brokerage  commissions.  The  Fund is free to  dispose  of
portfolio  securities at any time, when changes in  circumstances  or conditions
make such a move desirable in light of its investment objective.
    

    The objective of Princor Cash  Management Fund is to seek as high a level of
current income available from short-term  securities as is considered consistent
with  preservation  of principal and  maintenance  of liquidity by investing its
assets  in  a  portfolio  of  money  market  instruments.   These  money  market
instruments are U.S. Government  Securities,  U.S. Government Agency Securities,
Bank  Obligations,  Commercial Paper,  Short-term  Corporate Debt and Repurchase
Agreements,  which  are  described  briefly  below  and in  more  detail  in the
Statement of Additional Information.

     U.S. Government  Securities are securities issued or guaranteed by the U.S.
Government, including treasury bills, notes and bonds.

     U.S.  Government Agency Securities are obligations  issued or guaranteed by
agencies or  instrumentalities  of the U.S.  Government whether supported by the
full faith and credit of the U.S. Treasury or only by the credit of a particular
agency or instrumentality.

    Bank  Obligations  consist of  certificates  of deposit  which are generally
negotiable  certificates issued against funds deposited in a commercial bank for
a definite period of time and earning a specified return and bankers acceptances
which are time  drafts  drawn on a  commercial  bank by a  borrower,  usually in
connection with international commercial transactions.

    Commercial  Paper is  short-term  promissory  notes  issued by  corporations
primarily to finance short-term credit needs.

    Short-term  Corporate Debt consists of notes,  bonds or debentures  which at
the time of purchase have one year or less remaining to maturity.

    Repurchase  Agreements are transactions under which securities are purchased
from a bank or  securities  dealer with an agreement by the seller to repurchase
the securities at the same price plus interest at a specified  rate.  Generally,
Repurchase  Agreements  are of short  duration,  usually less than a week but on
occasion for longer periods.
   
    

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

    Following is a discussion of certain investment practices that the Funds may
use in an effort to achieve their respective investment objectives.

Repurchase Agreements/Lending Portfolio Securities

    Each of the Funds may enter into repurchase agreements with, and each of the
Funds,  except the Capital  Accumulation  Fund,  Growth Fund and Cash Management
Fund, may lend its portfolio  securities  to,  unaffiliated  broker-dealers  and
other unaffiliated qualified financial institutions.  These transactions must be
fully  collateralized  at all times, but involve some credit risk to the Fund if
the other party should  default on its  obligations,  and the Fund is delayed or
prevented  from  recovering on the  collateral.  See the Statement of Additional
Information for further  information  regarding the credit risks associated with
repurchase  agreements  and the  standards  adopted  by  each  Fund's  Board  of
Directors  to deal with those  risks.  None of the Funds  intends  either (i) to
enter into repurchase agreements that mature in more than seven days if any such
investment,  together with any other illiquid securities held by the Fund, would
amount to more than 15% (10% for the Government  Securities  Income Fund) of its
total assets or (ii) to lend securities in excess of 30% of its total assets.

Forward Commitments

    From time to time, each of the  Income-Oriented  Funds and the Balanced Fund
may enter into forward commitment agreements which call for the Fund to purchase
or sell a security  on a future  date and at a price  fixed at the time the Fund
enters into the  agreement.  Each of these Funds may also acquire rights to sell
its investments to other parties, either on demand or at specific intervals.

Warrants

   
    Each of the Funds, except the Cash Management Fund and Government Securities
Income  Fund,  may invest in warrants up to 5% of its assets,  of which not more
than 2% may be  invested  in  warrants  that are not  listed  on the New York or
American Stock  Exchange.  For the World Fund, the 2% limitation also applies to
warrants not listed on the Toronto Stock Exchange.
    

Borrowing

    As a matter of  fundamental  policy,  each Fund may  borrow  money  only for
temporary or emergency  purposes.  Each of the Funds,  except the Balanced Fund,
Blue Chip Fund, Bond Fund,  Emerging Growth Fund,  Government  Securities Income
Fund, High Yield Fund,  Short-Term Bond Fund, Utilities Fund and World Fund, may
borrow  only from  banks.  Further,  each Fund may borrow  only in an amount not
exceeding 5% of its assets, except:

   
    (1) the Capital  Accumulation Fund and Growth Fund, each of which may borrow
        only in an amount not exceeding the lesser of (i) 5% of the value of its
        assets less liabilities  other than such borrowings,  or (ii) 10% of its
        assets taken at cost at the time the borrowing is made; and
    

    (2) the  Cash  Management  Fund  which  may  borrow  only in an  amount  not
        exceeding  the lesser of (i) 5% of the value of its assets,  or (ii) 10%
        of the value of its net assets  taken at cost at the time the  borrowing
        is made.
   
    

Options

    The  Balanced  Fund,  Blue Chip  Fund,  Bond  Fund,  Emerging  Growth  Fund,
Government  Securities  Income  Fund,  High Yield  Fund,  Short-Term  Bond Fund,
Utilities Fund and World Fund may purchase  covered spread options,  which would
give the Fund the right to sell a security that it owns at a fixed dollar spread
or yield spread in relationship to another  security that the Fund does not own,
but which is used as a  benchmark.  These same Funds may also  purchase and sell
financial futures contracts,  options on financial futures contracts and options
on securities and securities indices,  but will not invest more than 5% of their
assets  in the  purchase  of  options  on  securities,  securities  indices  and
financial  futures  contracts  or in initial  margin and  premiums on  financial
futures contracts and options thereon. The Funds may write options on securities
and securities  indices to generate  additional revenue and for hedging purposes
and may enter into  transactions in financial  futures  contracts and options on
those contracts for hedging purposes.

General

    The  Statement  of  Additional   Information  includes  further  information
concerning   the  Funds'   investment   policies   and   applicable   investment
restrictions. The investment objectives of the Funds are fundamental and certain
investment  restrictions  designated  as  such  in  this  Prospectus  or in  the
Statement of Additional  Information  are  fundamental  policies that may not be
changed without  approval by the holders of the lesser of: (i) 67% of the Fund's
shares present or represented at a shareholders' meeting at which the holders of
more than 50% of such shares are present or represented  by proxy;  or (ii) more
than 50% of the outstanding  shares of the Fund. All other  investment  policies
described in this Prospectus and the Statement of Additional Information are not
fundamental and may be changed by the Board of Directors of the appropriate Fund
without shareholder approval.

RISK FACTORS

     An investment in any of the  Growth-Oriented  Funds  involves the financial
and market risks that are inherent in any investment in equity securities. These
risks  include  changes in the  financial  condition  of  issuers,  in  economic
conditions  generally and in the  conditions in  securities  markets.  They also
include  the  extent  to which  the  prices of  securities  will  react to those
changes.

     An investment in any of the  Income-Oriented  Funds  involves  market risks
associated  with  movements  in interest  rates.  The market value of the Funds'
investments  will  fluctuate in response to changes in interest  rates and other
factors.  During periods of falling  interest  rates,  the values of outstanding
long-term fixed-income securities generally rise. Conversely,  during periods of
rising interest rates, the values of such securities generally decline.  Changes
by recognized rating agencies in their ratings of any fixed-income  security and
in the ability of an issuer to make  payments of interest and principal may also
affect  the  value of  these  investments.  Changes  in the  value of  portfolio
securities  will  affect the Funds'  net asset  values but will not affect  cash
income derived from the securities  unless a change results from a failure of an
issuer to pay interest or principal when due.

   
    The  yields  on an  investment  in the Cash  Management  Fund will vary with
changes in short-term  interest rates. In addition,  the investments of the Cash
Management  Fund are  subject to the ability of the issuer to pay  interest  and
principal when due.
    

    Each of the following Princor Funds may invest in foreign  securities to the
indicated  percentage  of its assets:  World Fund - 100%;  Balanced,  Blue Chip,
Bond, Capital Accumulation,  Emerging Growth, High Yield,  Short-Term Bond Fund,
and Utilities Funds - 20%. The Government  Securities Income Fund may not invest
in foreign  securities.  Investment in foreign securities presents certain risks
which may affect a Fund's net asset  value.  These  risks  include,  but are not
limited to,  those  resulting  from  fluctuations  in currency  exchange  rates,
revaluation of currencies,  the imposition of foreign taxes,  the withholding of
taxes on dividends at the source,  political and economic developments including
war,  expropriations,  nationalization,  the  possible  imposition  of  currency
exchange controls and other foreign  governmental laws or restrictions,  reduced
availability of public information concerning issuers, and the fact that foreign
issuers are not generally subject to uniform accounting,  auditing and financial
reporting standards or to other regulatory practices and requirements comparable
to those applicable to domestic  issuers.  Moreover,  securities of many foreign
issuers  may be less  liquid  and  their  prices  more  volatile  than  those of
comparable domestic issuers. In addition, transactions in foreign securities may
be subject to higher  costs,  and the time for  settlement  of  transactions  in
foreign  securities  may be  longer  than the  settlement  period  for  domestic
issuers.  A Fund's  investment in foreign  securities  may also result in higher
custodial costs and the costs associated with currency conversions.

HOW THE FUNDS ARE MANAGED

    Under  Maryland  law,  the  business  and  affairs  of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the Funds is Princor  Management  Corporation  (the  "Manager"),  an  indirectly
wholly-owned  subsidiary of Principal  Mutual Life Insurance  Company,  a mutual
life  insurance  company  organized in 1879 under the laws of the State of Iowa.
The address of the Manager is The Principal  Financial Group,  Des Moines,  Iowa
50392.  The Manager was  organized on January 10, 1969,  and since that time has
managed  various  mutual  funds  sponsored by  Principal  Mutual Life  Insurance
Company. As of October 31, 1995, the Manager served as investment advisor for 26
such funds with assets totaling approximately $2.8 billion.

    The Manager has executed an agreement with Invista Capital Management,  Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment  advisory services for each of the Growth-Oriented
Funds,  the  Government  Securities  Income  Fund,  Short-Term  Bond  Fund,  and
Utilities  Fund.  The Manager will  reimburse  Invista for the cost of providing
these  services.  Invista,  an indirectly  wholly-owned  subsidiary of Principal
Mutual Life  Insurance  Company and an affiliate of the Manager,  was founded in
1985 and manages  investments for institutional  investors,  including Principal
Mutual Life.  Assets under  management at September 30, 1995 were  approximately
$14.6 billion. Invista's address is 1500 Hub Tower, 699 Walnut, Des Moines, Iowa
50309.

    The Manager or Invista  advises the Funds on investment  policies and on the
composition of the Funds' portfolios. In this connection, the Manager or Invista
furnishes  to the  Board of  Directors  of each  Fund a  recommended  investment
program  consistent  with that Fund's  investment  objective and  policies.  The
Manager or Invista is  authorized,  within the scope of the approved  investment
program,  to determine  which  securities  are to be bought or sold, and in what
amounts.

The  Manager  or  Invista  has   assigned   certain   individuals   the  primary
responsibility  for the  day-to-day  management  of each Fund's  portfolio.  The
persons  primarily  responsible  for the day-to-day  management of each Fund are
identified in the table below:

<TABLE>
<CAPTION>
                     Primarily
       Fund      Responsible Since        Person Primarily Responsible  agement of each


<S>            <C>                   <C>                                                           
Balanced           April, 1993       Judith A. Vogel, CFA (BA degree, Central College). Vice President,
                                     Invista Capital Management, Inc. since 1987.

Blue Chip          March, 1991       Mark T. Williams, CFA (MBA degree, Drake University). Investment
               (Fund's inception)    Officer, Invista Capital Management, Inc., since 1992; Security Analyst
                                     1989-1992. Prior thereto, Financial Analyst, Digital Equipment Corporation.

Bond             December, 1987      Donald D. Brattebo (BBA degree, Upper Iowa University). Second Vice
               (Fund's inception)    President, Principal Mutual Life Insurance Company since 1990; Prior
                                     thereto, Director, Investment Securities.

Capital          October, 1969       David L. White,  CFA (BBA  degree,  University  of Iowa).  Executive
Accumulation   (Fund's inception)    Vice President,  Invista Capital  Management,  Inc. since 1984.

Emerging Growth  December, 1987      Michael  R.  Hamilton,   (MBA  degree,   Bellarmine  College).  Vice
 and Growth    (Fund's inception)    President, Invista Capital Management, Inc. since 1987.
                and August, 1987,
                 respectively

Government         May, 1985         Martin J. Schafer (BBA degree,  University of Iowa). Vice President,
 Securities    (Fund's inception)    Invista Capital  Management  Company since 1992.  Director - Securities Trading,  
 Income                              Principal  Mutual  Life  Insurance  Company  1992;  Prior  thereto, Associate Director.
                               

High Yield      December, 1987       James K. Hovey,  CFA (MBA  degree  University  of Iowa).  Director -
              (Fund's inception)     Investment  Securities,  Principal  Mutual Life  Insurance
                                     Company since 1990; Prior thereto, Assistant Director Investment Securities.

Short-Term Bond  February, 1996      Martin  J. Schafer  (BBA  degree,   University   of  Iowa).   Vice
               (Fund's inception)    President, Invista Capital   Management   Company   since   1992.   Director-Securities
                                     Trading, Principal  Mutual  Life  Insurance   Company  1992;  Prior  thereto,
                                     Associate Director.

Utilities          April, 1993       Catherine  A. Green,  CFA,  (MBA  degree,  Drake  University).  Vice
                                     President, Invista Capital Management, Inc. since 1987.

World              April, 1994       Scott D. Opsal,  CFA, (MBA degree,  University of  Minnesota).  Vice
                                     President, Invista Capital Management, Inc. since 1987.
</TABLE>

    Until  August 1, 1988 the World  Fund's  portfolio  was managed by Principal
Management, Inc. of Edmonton, Canada and Scottsdale,  Arizona, which company has
changed its name to Sea Investment Management,  Inc. The Fund's previous manager
and the current manager are unaffiliated. This change in managers should be kept
in mind when reviewing historical investment results.

    For a  description  of the  investment  and other  services  provided by the
Manager,  see  "Cost of  Manager's  Services"  in the  Statement  of  Additional
Information.  The management  fee and total Class A share  expenses  incurred by
each Fund for the period  ended  October  31,  1995 were equal to the  following
percentages of each Fund's respective average net assets:

<TABLE>
<CAPTION>
                                               Total                                                 Total
                                           Class A Share                                         Class A Share
                               Manager's    Annualized                                Manager's   Annualized
           Fund                   Fee        Expenses                 Fund               Fee       Expenses
<S>                               <C>         <C>          <C>                          <C>          <C>

   
    Balanced                      .60%        1.37%        Government Securities Income .46%          .87%
    Blue Chip                     .50%        1.38%        Growth                       .48%         1.16%
    Bond                          .50%         .94%*       High Yield                   .60%         1.45%
    Capital Accumulation          .45%         .75%        Utilities                    .60%         1.04%*
    Cash Management               .38%         .72%*       World                        .74%         1.63%
    Emerging Growth               .64%        1.47%

    *After waiver.
</TABLE>
    
    
   
    The  Manager  voluntarily  waived a portion  of its fee for the  Bond,  Cash
Management  and  Utilities  Funds  throughout  the fiscal year ended October 31,
1995.  The Manager  intends to continue its voluntary  waiver and, if necessary,
pay expenses  normally payable by each of these Funds except the Utilities Fund,
through  February  28,  1997 in an amount  that will  maintain a total  level of
operating expenses which as a percentage of average net assets attributable to a
class on an annualized basis during that period will not exceed, for the Class A
shares,  .95% for the Bond Fund and .75% for the Cash  Management  Fund, and for
the  Class R shares,  1.70% for the Bond Fund and 1.75% for the Cash  Management
Fund. The Manager  continued its voluntary waiver for the Utilities Fund through
February  29,  1996 in an amount  that  maintained  a total  level of  operating
expenses which as a percent of average net assets  attributable to a class on an
annualized  basis during the period did not exceed 1.10% for the Class A shares.
The effect of the waivers is and will be to reduce each Fund's annual  operating
expenses and increase each Fund's yield.
    

     The Manager's annual fee for the Short-Term Bond Fund is .50% of the Fund's
average net assets.  The Manager  intends to  voluntarily  waive its fee and, if
necessary,  pay expenses  normally  payable by the Short-Term  Bond Fund through
February 28, 1997 in such amounts that will  maintain a total level of operating
expenses which as a percent of average net assets  attributable to a class on an
annualized  basis will not exceed  .90% for Class A shares and 1.40% for Class R
shares.

     The  compensation  being  paid by the World Fund for investment  management
services,  which  currently is equal, on an annual basis, to .75% of the average
daily value of the Fund's net assets,  is higher than that paid by most funds to
their  advisors,  but it is not  higher  than the fees paid by many  funds  with
similar investment objectives and policies.

    The Manager and Invista may  purchase at their own expense  statistical  and
other information or services from outside sources,  including  Principal Mutual
Life Insurance  Company.  An Investment Service Agreement between each Fund, the
Manager,  and Principal  Mutual Life Insurance  Company  provides that Principal
Mutual Life  Insurance  Company will  furnish  certain  personnel,  services and
facilities  required by the Manager in connection  with its  performance  of the
Management Agreements, and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.

    Among the expenses paid by each Fund are brokerage  commissions on portfolio
transactions,  the cost of stock issue and transfer and dividend  disbursements,
administration of shareholder accounts,  custodial fees, expenses of registering
and  qualifying  shares for sale after the initial  registration,  auditing  and
legal  expenses,  fees  and  expenses  of  unaffiliated  directors,  the cost of
shareholder meetings and taxes and interest (if any).

     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage  commissions to, Principal  Financial
Securities,  Inc.  ("PFS")  and Morgan  Stanley  and Co.,  each a  broker-dealer
affiliated  with  Princor  and/or the  Manager  for each of the Funds.  PFS also
provides  distribution services for Princor Cash Management Fund for which it is
compensated  by the Manager.  These  services  include,  but are not limited to,
providing office space, equipment, telephone facilities and various personnel as
necessary or  beneficial  to establish and maintain  shareholder  accounts.  PFS
receives a fee from the Manager  calculated  as a percentage  of the average net
asset value of shares of the Fund held in PFS client  accounts during the period
for which PFS provides the  services.  During the fiscal years ended October 31,
1993, 1994, and 1995, PFS received fees in the amount of $516,939, $539,662, and
$991,520 respectively,  in consideration of the services it rendered to the Cash
Management Fund.

     The Manager serves as investment  advisor,  dividend  disbursing agent and,
directly  and  through an  affiliate,  as  transfer  agent for each of the Funds
sponsored by Principal  Mutual Life Insurance  Company.  The Funds reimburse the
Manager for the costs of providing these services.

HOW TO PURCHASE SHARES

   
    Purchases  are  generally  made by  completing  an Princor  IRA  application
included with this  Prospectus and mailing it to Princor.  Shares will be issued
at the  offering  price next  computed  after the  application  is  received  at
Princor's main office and Princor receives the amount to be invested. Generally,
the initial  amount to be invested will be directly  transferred to Princor from
the retirement plan in which the investor  participates.  However, in some cases
the investor will purchase shares by check.  If investing by check,  shares will
be issued at the offering  price next computed  after the completed  application
and check are received at Princor's  main office.  Subsequent  purchases will be
executed at the price next  computed  after receipt of the  investor's  check at
Princor's main office. All orders are subject to acceptance by the Fund or Funds
and Princor.

    Redemptions by  shareholders  investing by check will be effected only after
payment  has been  collected  on the  check,  which may take up to eight days or
more.  Investors  considering  redeeming or  exchanging  shares or  transferring
shares to another person shortly after purchase should pay for those shares with
a certified  check,  bank  cashier's  check or money order to avoid any delay in
redemption, exchange or transfer.

    Class R shares  of the Cash  Management  Fund  may be  purchased  only by an
exchange from Class R shares of the Princor Funds.

    Minimum  Purchase  Amount.  An investor  may open an account with any of the
Funds with a minimum initial investment of $250.  Additional  investments of $25
or more for a Growth-Oriented  or  Income-Oriented  Fund or $100 or more for the
Cash  Management  Fund  may  be  made  at  any  time  without  completing  a new
application.  The minimum  initial  and  subsequent  investment  amounts are not
applicable  to accounts  designated  as receiving  accounts in a Dividend  Relay
Election.  Each Fund's Board of Directors  reserves the right to change or waive
minimum  investment  requirements at any time,  which would be applicable to all
investors alike.

    Each Fund described in this  Prospectus  offers  investors  three classes of
shares which bear sales charges in different forms and amounts,  Class A shares,
Class B shares and Class R shares.  Only Class R shares are offered through this
Prospectus.  Class A shares are  described  herein only  because  Class R shares
convert to Class A shares as described below.

    Class R Shares. Class R shares are purchased without an initial sales charge
or a contingent  deferred  sales charge  ("CDSC").  Class R shares bear a higher
12b-1 fee than Class A shares, currently at the annual rate of up to .75% of the
Fund's average net assets  attributable to Class R shares. See "Distribution and
Shareholder  Servicing  Plans and Fees." Class R shares  provide an investor the
benefit  of  putting  all of the  investor's  dollars  to work from the time the
investment is made, but (until  conversion to Class A shares) will have a higher
expense  ratio and pay lower  dividends  than  Class A shares  due to the higher
12b-1 fee. Class R shares will automatically convert to Class A shares, based on
relative net asset value (without a sales charge),  on the first business day of
the 49th month after the purchase date. Class R shares acquired by exchange from
Class R shares of another Princor fund will convert into Class A shares based on
the time of the initial  purchase.  (See "How to Exchange  Shares".) At the same
time,  a pro rata  portion  of all  shares  purchased  through  reinvestment  of
dividends and distributions would convert into Class A shares, with that portion
determined by the ratio that the  shareholder's  Class R shares  converting into
Class A shares  bears to the  shareholder's  total  Class R shares that were not
acquired through dividends and  distributions.  The conversion of Class R shares
to Class A shares is subject to the continuing availability of a ruling from the
Internal Revenue Service or an opinion of counsel that such conversions will not
constitute  taxable  events for Federal tax purposes.  There can be no assurance
that such ruling or opinion will be  available,  and the  conversion  of Class R
shares  to  Class A shares  will not  occur if such  ruling  or  opinion  is not
available.  In such event, Class R shares would continue to be subject to higher
expenses than Class A shares for an indefinite period.

    Class A Shares.  An  investor  who  invests  less than $1 million in Class A
shares (except Class A shares of the Cash  Management  Fund) pays a sales charge
at the time of purchase. Certain purchases of Class A shares qualify for reduced
sales charges.  Class A share purchases of $1 million or more are not subject to
a sales charge at the time of purchase, but are subject to a contingent deferred
sales charge if redeemed within 18 months of purchase. Class A shares of each of
the Funds,  except the Cash Management  Fund,  currently bear a 12b-1 fee at the
annual rate of up to 0.25%  (0.15% for the  Short-Term  Bond Fund) of the Fund's
average  net  assets  attributable  to Class A  shares.  See  "Distribution  and
Shareholder Servicing Plans and Fees."
    

OFFERING PRICE OF  FUNDS' SHARES

    The Funds offer their respective shares continuously through Princor,  which
is the principal  underwriter  for the Funds and sells shares as agent on behalf
of the Funds. Princor may select other dealers through which shares of the Funds
may be sold. Certain dealers may not sell all classes of shares.

   
    Class R shares.  Class R shares are sold to eligible purchasers at net asset
value;  no front-end  load or contingent  deferred  sales charge  applies to the
purchase of Class R shares.  Class R shares are offered only through Princor and
other dealers it selects.

    Class A shares.  Class A shares of Princor Cash  Management Fund are sold to
the public at net asset value; no sales charge applies to such purchases.  Class
R shares convert to Class A shares at NAV, without a sales charge, as previously
described.  Class A shares of the Growth-Oriented and Income-Oriented  Funds are
sold to the public at the net asset value plus a sales  charge which ranges from
a high 4.75% (1.50% for the Short-Term Bond Fund) to a low of 0% of the offering
price  (equivalent  to a  range  of  4.99%  to 0% of the  net  amount  invested)
according to the schedule  below.  Selected  dealers are allowed a concession as
shown.  At  Princor's  discretion,  the  entire  sales  charge  may at  times be
reallowed to dealers. In some situations,  depending on the services provided by
the dealer,  the concession  may be less. Any dealer  allowance on purchases not
involving a sales charge will be determined by Princor.
    

<TABLE>
<CAPTION>
                            Sales Charge for All Funds     Sales Charge for
                            Except Short-Term Bond Fund  Short-Term Bond Fund
                                   Sales Charge              Sales Charge        Dealers Allowances as
                                     as % of:                  as % of:           % of Offering Price

                                                                                 All Funds
                                               Net                     Net        Except
                               Offering      Amount      Offering    Amount     Short-Term   Short-Term
                                 Price      Invested       Price    Invested       Bond         Bond

<S>                                 <C>          <C>          <C>         <C>          <C>         <C>  
Less than $50,000                   4.75%        4.99%        1.50%       1.52%        4.00%       1.25%
$50,000 but less than $100,000      4.25%        4.44%        1.25%       1.27%        3.75%       1.00%
$100,000 but less than $250,000     3.75%        3.90%        1.00%       1.10%        3.25%        .75%
$250,000 but less than $500,000     2.50%        2.56%        0.75%       0.76%        2.00%        .50%
$500,000 but less than $1,000,000   1.50%        1.52%        0.50%       0.50%        1.25%        .25%
$1,000,000 or more                   0             0            0          0            .75%        .25%
</TABLE>

    CDSC on Class A Shares.  Purchases of Class A shares of  $1,000,000  or more
may be  subject to CDSC upon  redemption.  A CDSC is payable to Princor on these
investments in the event of a share  redemption  within 18 months  following the
share  purchase,  at the rate of .75% (.25% for the Short-Term Bond Fund) of the
lesser of the value of the shares redeemed (exclusive of reinvested dividend and
capital gain distributions) or the total cost of such shares.  Shares subject to
the CDSC which are exchanged  into another  Princor mutual fund will continue to
be subject to the CDSC until the original 18 month period expires.  However,  no
CDSC is payable  with  respect to  redemptions  of Class A shares used to fund a
Princor 401 (a) or Princor 401 (k) retirement plan, except redemptions resulting
from the termination of the plan or transfer of plan assets.

   
    Investors  may be eligible to buy Class A shares at reduced  sales  charges.
Purchasers of Class A shares may benefit from Princor's  Rights of  Accumulation
and Statement of Intention as well as the reduced sales charge available for the
investment of certain life  insurance and annuity  contract  death  benefits and
various Employee Benefit Plans and other plans. Descriptions are included in the
Statement of Additional Information.
    

     Investors  may be able to purchase  Class A shares at net asset value.  The
following persons may purchase Class A shares of the  Growth-Oriented  Funds and
Income-Oriented  Funds at the net asset  value  (without  a sales  charge):  (1)
Principal  Mutual Life Insurance  Company and its directly and indirectly  owned
subsidiaries; (2) Active and retired directors, officers and employees of any of
the Funds,  Principal Mutual Life Insurance Company, and directly and indirectly
owned  subsidiaries  of  Principal  Mutual  Life  Insurance  Company  (including
full-time  insurance  agents of, and persons  who have  entered  into  insurance
brokerage  contracts  with,  Principal  Mutual  Life  Insurance  Company and its
directly and indirectly owned  subsidiaries);  (3) The Principal Financial Group
Employees'  Credit Union; (4) Non-ERISA  investment  advisory clients of Invista
Capital  Management,  Inc., an indirectly  wholly-owned  subsidiary of Principal
Mutual Life Insurance Company; (5) Sales  representatives and employees of sales
representatives  of Princor or other  dealers  through which shares of the Funds
are distributed;  (6) Spouses,  surviving spouses and dependent  children of the
foregoing  persons;  (7)  Trusts  primarily  for the  benefit  of the  foregoing
individuals;  (8) certain "wrap  accounts" for the benefit of clients of Princor
and other  broker-dealers  or financial  planners  selected by Princor;  and (9)
clients of a registered representative of Princor or other dealers through which
shares of the Funds are distributed  and who has become  affiliated with Princor
or other dealer within 180 days of the date of the purchase of Class A shares of
the Funds, if the investment represents the proceeds of a redemption within that
180 day period of shares of another  investment  company  the  purchase of which
included a front-end  sales charge or the  redemption  of which was subject to a
contingent deferred sales charge.

     Each  of the  Funds,  except  Princor  Tax-Exempt  Bond  Fund  and  Princor
Tax-Exempt  Cash  Management  Fund,  have filed an application  for an exemptive
order with the Securities and Exchange Commission ("SEC") to permit each Fund to
offer its shares at net asset value to participants of certain annuity contracts
issued by Principal Mutual Life Insurance  Company.  The Funds intend to make an
exchange offer to such participants if the SEC grants the order.

    The Funds  reserve  the right to  discontinue  offering  shares at net asset
value and/or at a reduced  sales charge at any time for new accounts and upon 60
days notice to shareholders of existing accounts.

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS AND FEES

   
    Class R Distribution  Plan.  Each of the Funds  described in this Prospectus
has  adopted  a  distribution  plan for the Class R  shares.  Each  Class R Plan
provides for payments by the Fund to Princor at the annual rate of up to .75% of
the Fund's average net assets attributable to Class R shares.

    Although  Class R shares are sold without an initial sales  charge,  Princor
incurs  certain  distribution  expenses.  In  addition,  Princor  may remit on a
continuous  basis up to .50% to Registered  Representatives  and other  selected
Dealers (including, for this purpose, certain financial institutions) as a trail
fee in recognition of their ongoing services and assistance.

    Class A Distribution  Plan.  Each of the Funds,  except the Cash  Management
Fund, has adopted a distribution plan for the Class A shares. The Fund will make
payments from its assets to Princor  pursuant to this Plan after the end of each
month at an annual rate not to exceed 0.25% (0.15% for the Short-Term Bond Fund)
of the  average  daily net asset  value of the Fund.  Princor  will  retain such
amounts as are  appropriate  to  compensate  for  actual  expenses  incurred  in
distributing  and  promoting  the sale of the  Fund  shares  but may  remit on a
continuous  basis up to .25% (0.15% for the Short-Term  Bond Fund) to Registered
Representatives and other selected Dealers (including, for this purpose, certain
financial  institutions)  as a trail fee in  recognition  of their  services and
assistance.
    

    General.  The  purpose  of the  Plans is to  permit  the Fund to  compensate
Princor for expenses  incurred by it in promoting and  distributing  Fund shares
and providing services to Fund shareholders.  If the aggregate payments received
by Princor  under any of the Plans in any fiscal  year  exceed the  expenditures
made by  Princor  in that year  pursuant  to that Plan,  Princor  will  promptly
reimburse the Fund for the amount of the excess. If expenses under a Plan exceed
the amount for which Princor may be compensated in any one fiscal year, the Fund
will not carry over such  expenses  to the next fiscal  year.  The Funds have no
legal  obligation  to pay any  amount  pursuant  to the Plans that  exceeds  the
compensation  limit. The Funds will not pay,  directly or indirectly,  interest,
carrying  charges,  or other financing  costs in connection with the Plans.  The
Plans are further described in the Statement of Additional Information.

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

    Each Fund  calculates  net asset  value of a share of each class by dividing
the total value of the assets  attributable  to the class,  less all liabilities
attributable  to the class,  by the number of shares  outstanding  of the class.
Shares  are  valued as of the close of  regular  trading  on the New York  Stock
Exchange each day the Exchange is open.

Growth-Oriented and Income-Oriented Funds

    The  following  valuation  information  applies to the  Growth-Oriented  and
Income-Oriented  Funds.  Securities  for which  market  quotations  are  readily
available  are  valued  using  those   quotations.   Securities  with  remaining
maturities of 60 days or less are valued at amortized cost when it is determined
by the Board of Directors that amortized cost reflects fair value.  Other assets
are  valued  at fair  value  as  determined  in good  faith  through  procedures
established by the Board.

    As previously described,  some of the Funds may purchase foreign securities,
whose trading is substantially  completed each day at various times prior to the
close of the New York  Stock  Exchange.  The values of such  securities  used in
computing  net asset  value per share are usually  determined  as of such times.
Occasionally,  events  which  affect the values of such  securities  and foreign
currency  exchange rates may occur between the times at which they are generally
determined and the close of the New York Stock Exchange and would  therefore not
be  reflected  in the  computation  of the  Fund's  net asset  value.  If events
materially affecting the value of such securities occur during such period, then
these  securities will be valued at their fair value as determined in good faith
by the Manager under procedures  established and regularly reviewed by the Board
of  Directors.  To the extent the Fund invests in foreign  securities  listed on
foreign  exchanges  which trade on days on which the Fund does not determine its
net asset  value,  for  example  Saturdays  and other  customary  national  U.S.
holidays,  the Fund's net asset  value could be  significantly  affected on days
when shareholders have no access to the Fund.

   
Money Market Fund

    Portfolio  securities  of the Cash  Management  Fund are valued at amortized
cost.  For a  description  of this  calculation  procedure  see the Statement of
Additional Information. The Cash Management Fund reserves the right to calculate
or estimate its net asset value more  frequently  than once a day if it deems it
desirable.
    

DISTRIBUTION OF INCOME DIVIDENDS AND REALIZED CAPITAL GAINS

Growth-Oriented and Income-Oriented Funds

   
    Any dividends  payable on Class R shares of a Fund on a per share basis will
be lower than  dividends  payable on Class A shares of the Fund.  Any  dividends
from the net income of the Growth-Oriented Funds, except the Balanced, Blue Chip
and World Funds,  normally will be distributed  to the  respective  shareholders
semiannually.  Any  dividends  from the net income of the Balanced and Blue Chip
Funds will be  distributed  on a quarterly  basis and any dividends from the net
income of the World Fund will be  distributed  annually.  Any dividends from the
net  income of the  Income-Oriented  Funds,  except  the  Utilities  Fund,  will
normally  be  distributed  monthly.  Any  dividends  from the net  income of the
Utilities Fund will be distributed quarterly.  Distributions from the Funds that
make  monthly  distributions  will  normally  be  declared  payable on the first
business day of each month to shareholders of record at the close of business on
the last business day of the preceding month.  Distributions  for the Funds that
make  quarterly  distributions  will  normally be  declared  payable on the last
business day of December and the first  business day of April,  July and October
to  shareholders  of record at the close of business on the  preceding  business
day.  Distributions  from the Funds  that  make  semiannual  distributions  will
normally  be  declared  payable on the first  business  day in July and the last
business day in December to  shareholders  of record at the close of business on
the last business day prior to distribution. Annual distributions from the World
Fund will  normally be declared  payable on the last business day in December to
shareholders  of record at the close of business on the last  business day prior
to distribution.  Net realized capital gains for each of the Funds, if any, will
be distributed annually, generally the first business day of December. Dividends
and capital gains  distributions  are  reinvested  in additional  Fund shares at
their net asset value (without a sales charge) as of the payment date.

Money Market Fund

    The Cash Management Fund declares  dividends of all its daily net investment
income on each day the net asset value per share is  determined.  Dividends  for
the  Fund  are  payable  daily  and are  automatically  reinvested  in full  and
fractional shares of the Fund at the then current net asset value.

    Net investment  income of the Cash Management  Fund, for dividend  purposes,
consists  of (1)  accrued  interest  income  plus or minus  accrued  discount or
amortized  premium;  plus or minus  (2) all net  short-term  realized  gains and
losses;  minus (3) all accrued  expenses  of the Fund.  Expenses of the Fund are
accrued  each  day.  Net  income  will be  calculated  immediately  prior to the
determination  of net asset value per share of each Fund.  Dividends  payable on
Class R shares of the Cash  Management  Fund on a per share  basis will be lower
than dividends payable on Class A shares of the Fund.

    Since  it  is  the  policy  of  the  Cash  Management   Fund,  under  normal
circumstances,  to hold portfolio  securities to maturity and to value portfolio
securities  at  amortized  cost,  the Fund does not expect any capital  gains or
losses.  If the Fund  does  experience  gains,  however,  it could  result in an
increase in dividends.  Capital  losses could result in a decrease in dividends.
If, for some  extraordinary  reason,  the Fund  realizes net  long-term  capital
gains, it will distribute them once every 12 months.

    Since the net income of the Fund (including realized gains and losses on the
portfolio  securities)  is  normally  declared  as a dividend  each time the net
income  of the Fund is  determined,  the net  asset  value per share of the Fund
normally  remains at $1.00  immediately  after each  determination  and dividend
declaration.  Any  increase in the value of a  shareholder's  investment  in the
Fund, representing  reinvestment of dividend income, is reflected by an increase
in the number of shares of the Fund in the account.

    Normally  the Fund  will  have a  positive  net  income  at the time of each
determination  thereof.  Net income may be negative if an  unexpected  liability
must be accrued or a loss is realized.  If the net investment income of the Fund
determined at any time is a negative amount,  the net asset value per share will
be reduced below $1.00.  If this  happens,  the Fund may endeavor to restore the
net asset value per share to $1.00 by reducing the number of outstanding  shares
by  redeeming  proportionately  from  shareholders  without  the  payment of any
monetary  consideration,  such  number  of  full  and  fractional  shares  as is
necessary  to  maintain a net asset value per share of $1.00.  Each  shareholder
will be deemed to have agreed to such a  redemption  in these  circumstances  by
investment  in the Fund.  The Fund may seek to  achieve  the same  objective  of
restoring the net asset value per share to $1.00 by not declaring dividends from
net income on subsequent  days until  restoration,  with the result that the net
asset value per share would  increase to the extent of positive net income which
is not  declared as a  dividend,  or any other  method  approved by the Board of
Directors for the Fund.

    The Board of Directors of the Fund may revise the above dividend policy,  or
postpone the payment of  dividends,  if the Fund should have or  anticipate  any
large presently  unexpected expense,  loss or fluctuation in net assets which in
the  opinion  of the  Board  might  have a  significant  adverse  effect  on the
shareholders.
    

Dividend Relay Election

    Shareholders  may elect to have  dividends and capital  gains  distributions
from one of the Princor funds invested in shares of the same class of one of the
other Princor funds. This Dividend Relay Election can be made on the application
or at any time on 10 days written notice or, if telephone  transaction  services
apply to the account from which the dividends and distributions originate, on 10
days notice by telephone to the Fund. A signature  guarantee  may be required to
make  the  Dividend  Relay  Election.  See  "General  Information  About  a Fund
Account."  There is no  administrative  charge for this  service.  Dividends and
distributions are credited to the receiving Fund the day such dividends are paid
at the receiving Fund's net asset value for that day.

    If the Dividend Relay Election  privilege is discontinued  with respect to a
particular  receiving  Fund, the value of the account in that Fund must equal or
exceed the Fund's minimum initial investment  requirement or the Fund shall have
the right, if the shareholder fails to increase the value of the account to such
minimum  within 90 days after being  notified of the  deficiency,  to redeem the
account and send the proceeds to the shareholder.

    Shareholders  may  discontinue the Dividend Relay Election at any time on 10
days written notice or, if telephone  transaction  services apply to the account
from which the dividends originate,  on 10 days notice by telephone to the Fund.
The Funds reserve the right to  discontinue  or modify this service upon 60 days
written notice to shareholders.

 TAX-TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

    It is the policy of each of the Funds to  distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  applicable to regulated  investment companies under the provisions of
the  Internal  Revenue  Code.  This  means  that in each year in which a Fund so
qualifies,  it will be  exempt  from  federal  income  tax upon the  amounts  so
distributed  to  investors.  The Tax Reform Act of 1986 imposed an excise tax on
mutual funds which fail to distribute net investment income and capital gains by
the end of the calendar year in accordance  with the  provisions of the Act. The
Funds intend to comply with the Act's requirements and to avoid this excise tax.

   
    Class R shares  and Class A shares  acquired  by the  conversion  of Class R
shares  are used to fund  IRAs.  Distributions  from IRAs are taxed as  ordinary
income to the recipient, although special rules exist for the tax-free return of
non-deductible  contributions.  In addition, taxable distributions received from
an IRA prior to age 59 1/2 are  subject  to a 10%  penalty  tax in  addition  to
regular income tax.  Certain  distributions  are exempted from this penalty tax,
including  distributions  following the participant's  death or disability or if
the  distribution  is paid as part of a series of  substantially  equal periodic
payments made for the life (or life  expectancy) of the participant or the joint
lives (or joint life  expectancies)  of the  participant  and the  participant's
designated beneficiary.

    Generally,  distributions  from IRAs must commence not later than April 1 of
the calendar year following the calendar year in which the  participant  attains
age 70 1/2,  and such  distributions  must be made  over a period  that does not
exceed  the  life   expectancy  of  the  participant  (or  the  participant  and
beneficiary).  A penalty  tax of 50% would be imposed on any amount by which the
minimum  required   distribution  in  any  year  exceeded  the  amount  actually
distributed in that year. In addition,  in the event that the  participant  dies
before  his or her  entire  interest  in  the  IRA  has  been  distributed,  the
participant's  entire  interest must be distributed at least as rapidly as under
the method of distribution  being used as of the date of that person's death. If
the  particpant  dies prior to  beginning  any  distributions  from the IRA, the
entire  interest in the IRA will be distributed  (1) within five years after the
date of the  participant's  death or (2) as periodic  payments  which will begin
within one year of the participant's  death and which will be made over the life
expectancy  of  the  participant's  designated  beneficiary.   However,  if  the
participant's  designated  beneficiary is the surviving  spouse,  the IRA may be
continued with the surviving spouse deemed to be the new IRA participant.

    The Code  permits  the  taxable  portion  of funds  to be  transferred  in a
tax-free rollover from a qualified  employer pension,  profit-sharing,  annuity,
bond purchase or tax-deferred  annuity plan to an IRA if certain  conditions are
met,  and if the  rollover  of assets  is  completed  within  60 days  after the
distribution from the qualified plan is received. A direct rollover of funds may
avoid a 20% federal tax withholding  generally  applicable to qualified plans or
tax -deferred annuity plan distributions.  In addition, not more frequently than
once every twelve  months,  amounts may be rolled over  tax-free from one IRA to
another,   subject  to  the  60-day  limitation  and  other  requirements.   The
once-per-year  limitation  on  rollovers  does not apply to direct  transfers of
funds between IRA custodians or trustees.

    The Funds are  required by law to withhold 10% of IRA  distributions  unless
the shareholder elects not to have withholding apply.

    Shareholders should consult their own tax advisors as to the federal,  state
and  local  tax  consequences  of  ownership  of  shares  of the  Funds in their
particular circumstances.
    

HOW TO EXCHANGE SHARES

   
    Class R shares  and Class A shares  acquired  by the  conversion  of Class R
shares may be  exchanged  at net asset value for shares of the same class of any
other Princor Fund  described in the  Prospectus,  at any time.  For purposes of
computing  the length of time Class R shares  acquired by the  exchange are held
prior to  conversion to Class A shares,  the length of time the acquired  shares
have been owned by a  shareholder  will be  measured  from the date of  original
purchase of the exchanged shares.
    

    A shareholder may also make an Automatic  Exchange  Election.  This election
authorizes an exchange as described above from one Princor Fund to any or all of
the other Princor Funds on a monthly, quarterly, semiannual or annual basis. The
minimum  amount that may be exchanged into any Princor Fund must equal or exceed
$300 on an  annual  basis.  The  exchange  will  occur on the date of the  month
specified  by the  shareholder  in the  election so long as the day is a trading
day. If the  designated day is not a trading day, the exchange will occur on the
next trading day occurring  during that month. If the next trading day occurs in
the  following  month,  the exchange  will occur on the trading day prior to the
designated day. The Automatic  Exchange Election may be made on the open account
application,  on 10 days written  notice or, if telephone  transaction  services
apply to the  account  from which the  exchange  is made,  on 10 days  notice by
telephone to the Fund from which the exchange will be made.

    Shareholders  may exercise the telephone  exchange  privilege by telephoning
1-800-247-4123.  If all telephone lines are busy, shareholders might not be able
to  request  telephone  exchanges  and  would  have to submit  written  exchange
requests.  Although the Funds and the transfer agent are not responsible for the
authenticity of exchange requests  received by telephone,  the right is reserved
to refuse  telephone  exchanges  when in the  opinion of the Fund from which the
exchange  is  requested  or the  transfer  agent it seems  prudent to do so. The
shareholder  bears the risk of loss caused by a  fraudulent  telephone  exchange
request  the Fund  reasonably  believes  to be  genuine.  Each Fund will  employ
reasonable  procedures to assure telephone  instructions are genuine and if such
procedures  are  not  followed,  the  Fund  may  be  liable  for  losses  due to
unauthorized or fraudulent  transactions.  Such procedures include recording all
telephone instructions,  requesting personal identification  information such as
the caller's name,  daytime  telephone  number,  social  security  number and/or
birthdate  and  sending  a  written  confirmation  of  the  transaction  to  the
shareholder's address of record. In addition, the Fund directs exchange proceeds
only to another Princor fund account used to fund the shareholder's IRA.

   
    General - If the  exchanging  shareholder  does not have an account with the
Fund in which shares are being acquired,  a new account will be established with
the same  registration  as the  account  from which  shares are  exchanged.  All
exchanges are subject to the minimum investment and eligibility  requirements of
the Fund being  acquired.  A shareholder  may receive shares in exchange only if
they may be legally offered in the shareholder's state of residence.
    

    The exchange privilege is not intended as a vehicle for short-term  trading.
Excessive exchange activity may interfere with portfolio  management and have an
adverse  effect  on all  shareholders.  In  order to  limit  excessive  exchange
activity and in other  circumstances  where the Directors or Princor  Management
Corporation  believes  doing so would be in the best  interest of the Fund,  the
Fund reserves the right to revise or terminate the exchange privilege, limit the
amount or number of  exchanges  or reject any  exchange.  Shareholders  would be
notified of any such action to the extent  required  by law. A  shareholder  may
modify  or  discontinue  an  election  on 10 days  written  notice  or notice by
telephone to the Fund from which exchanges are made.

HOW TO SELL SHARES

   
    Class R shares  and Class A shares  acquired  by the  conversion  of Class R
shares are used to fund IRAs. A request for a  distribution  from an IRA must be
made in writing.  Shareholders  may obtain a  distribution  form by  telephoning
1-800-247-4123 or writing to Princor, at P.O. Box 10423, Des Moines, Iowa 50306.
Shares are redeemed at the net asset value  calculated  after the Fund  receives
the written  request in proper  form.  There is no charge for  redemptions.  The
amount  received for shares upon redemption may be more or less than the cost of
such shares  depending upon the net asset value at the time of  redemption.  The
Funds generally send  redemption  proceeds the business day after the request is
received.  Under unusual  circumstances,  the Funds may suspend redemptions,  or
postpone  payment for more than three  business  days,  as  permitted by federal
securities  law. A Fund will redeem only those  shares for which it has received
payment. To avoid the inconvenience of a delay in obtaining redemption proceeds,
shares may be purchased  with a certified  check,  bank cashiers  check or money
order.

    Distributions  from an IRA may be taken as a lump sum of the entire interest
in the IRA, a partial  interest in the IRA, or in periodic  payments of either a
fixed amount or amounts  based upon certain life  expectancy  calculations.  Tax
penalties may apply to  distributions  taken before the IRA participant  attains
age 59 1/2. See "Tax Treatment of Fund Dividends and Distributions."

     A  redemption   request  made  payable  to  someone  other  than  the  plan
participant  requires a signature  guarantee as a part of a proper  endorsement.
The signature  must be guaranteed by either a commercial  bank,  trust  company,
credit union, savings and loan association, national securities exchange member,
or by a brokerage  firm. A signature  guaranteed  by a notary  public or savings
bank is not acceptable.

    Reinvestment  Privilege - Within 60 days after redemption,  shareholders who
redeem all or part of their Class R shares or Class A shares which were acquired
by conversion of Class R shares have a onetime  privilege to reinvest the amount
redeemed in shares of the same class of any of the Funds without a sales charge.

    The  reinvestment  will be made at the net asset value next  computed  after
written  notice of exercise of the  privilege  is received in proper and correct
form by Princor.  All  reinvestments  are subject to  acceptance  by the Fund or
Funds and Princor.
    

PERFORMANCE CALCULATION

    From  time  to  time,  the  Funds  may  publish  advertisements   containing
information   (including  graphs,   charts,   tables  and  examples)  about  the
performance  of one or more of the  Funds and  about a Fund's  largest  industry
holdings and largest specific  securities  holdings in its portfolio.  The Funds
may  also  quote  rankings,  yields  or  returns  as  published  by  independent
statistical services or publishers, and information regarding the performance of
certain  market  indices.  The Funds' yield and total return  figures  described
below will vary depending upon market conditions,  the composition of the Funds'
portfolios and operating expenses. These factors and possible differences in the
methods used in  calculating  yield and total return should be  considered  when
comparing the Funds'  performance  figures to performance  figures published for
other investment vehicles.  Any performance data quoted for the Funds represents
only historical  performance and is not intended to indicate future  performance
of the Funds. For further information on how the Funds calculate yield and total
return figures, see the Statement of Additional Information.

Growth-Oriented and Income-Oriented Funds

   
    The Income-Oriented  Funds may advertise their respective yields and average
annual total returns.  The Growth-Oriented  Funds may advertise their respective
average annual total returns. Yield is determined by annualizing each Fund's net
investment  income  per share  for a  specific,  historical  30-day  period  and
dividing  the result by the ending  maximum  public  offering  price for Class A
shares  or the net  asset  value  for  Class R  shares  of the Fund for the same
period. Average annual total return for each Fund is computed by calculating the
average  annual  compounded  rate of return  over the stated  period  that would
equate an initial $1,000  investment to the ending redeemable value assuming the
reinvestment  of all  dividends  and capital  gains  distributions  at net asset
value. The same  assumptions are made when computing  cumulative total return by
dividing  the  ending  redeemable  value  by  the  initial   investment.   These
calculations  assume the  payment of the maximum  front-end  load in the case of
Class A shares, although shareholders who acquire such shares by conversion from
Class R shares do not pay a front-end  load. The Funds may also calculate  total
return figures for a specified  period that do not take into account the maximum
initial sales charge to  illustrate  changes in the Funds' net asset values over
time.

Money Market Fund

    From  time to time the Cash  Management  Fund may  advertise  its  yield and
effective  yield.  The yield of the Fund  refers to the income  generated  by an
investment in the Fund over a seven-day period.  This income is then annualized.
That is, the amount of income  generated by the  investment  during that week is
assumed  to be  generated  each  week over a  52-week  period  and is shown as a
percentage of the investment.  The effective yield is calculated  similarly but,
when annualized, the income earned by an investment in the Fund is assumed to be
reinvested.  The effective  yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

    The yield for the Cash  Management  Fund will fluctuate  daily as the income
earned  on the  investments  of the Fund  fluctuates.  Accordingly,  there is no
assurance  that the yield quoted on any given occasion will remain in effect for
any period of time. The Fund is an open-end  investment  company and there is no
guarantee  that the net asset  value or any stated  rate of return  will  remain
constant.  A  shareholder's  investment  in the Fund is not  insured.  Investors
comparing  results of the Fund with  investment  results  and yields  from other
sources such as banks or savings and loan  associations  should understand these
distinctions.  Historical and comparative  yield  information  may, from time to
time, be presented by the Fund.
    

GENERAL INFORMATION ABOUT A FUND ACCOUNT

    Share  certificates  will be issued  to  shareholders  only when  requested.
Shareholders of the Funds will receive a quarterly  statement of account for the
Fund in which they have invested  disclosing  information  regarding  purchases,
redemptions,  and reinvested  dividends or  distributions  occurring  during the
quarter,  as well as the balance of shares  owned and  account  values as of the
statement  date . The Funds  treat the  statement  of  account  as  evidence  of
ownership of Fund shares.  This is known as an open  account  system.  Each Fund
bears the cost of the open account system.

    Signature  Guarantee.  The  Funds  have  adopted  the  policy  of  requiring
signature guarantees in certain circumstances to safeguard shareholder accounts.
A signature guarantee is necessary under the following circumstances:

    1.  If a redemption  payment is to be made  payable to a payee other than 
        the  registered  shareholder  or Principal Mutual Life Insurance 
        Company or any of its affiliated companies;

    2.  To add telephone transaction services to an account after the initial 
        application is processed;

    3.  When there is any change to a bank account designated to receive 
        distributions; and

    4.  If a  redemption  payment is to be mailed to an  address  other than the
        address  of record or to an  address  of  record  that has been  changed
        within the preceding three months.

    A  shareholder's  signature must be guaranteed by a commercial  bank,  trust
company,  credit  union,  savings  and  loan  association,  national  securities
exchange member, or brokerage firm. A signature guaranteed by a notary public is
not acceptable.

    Minimum Account Balance. Although there currently is no minimum balance, due
to the  disproportionately  high cost of maintaining  small accounts,  the Funds
reserve  the right to redeem all shares in an account  with a value of less than
$250 and to mail the proceeds to the shareholder.  Involuntary  redemptions will
not be triggered solely by market activity. Shareholders will be notified before
these redemptions are to be made and will have thirty days to make an additional
investment to bring their accounts up to the required minimum. The Funds reserve
the right to increase the required minimum.
   
    

SHAREHOLDER RIGHTS

   
    The  following  information  is  applicable  to  each of the  Princor  Funds
described in this  prospectus.  Each Fund's  shares are  currently  divided into
three classes.  Each Fund share is entitled to one vote with  fractional  shares
voting proportionately.  Both classes of shares for each Fund will vote together
as a single class except where  required by law or as  determined  by the Fund's
Board of Directors. Shares are freely transferable, are entitled to dividends as
declared by the Fund's  Board of  Directors  and,  if the Fund were  liquidated,
would receive the net assets of the Fund.  Shareholders of a Fund may remove any
director  of that Fund with or without  cause by the vote of a  majority  of the
votes  entitled to be cast at a meeting of  shareholders.  Shareholders  will be
assisted with shareholder communication in connection with such matter.
    

    The Board of Directors  of each Fund may increase or decrease the  aggregate
number of shares which the Fund has authority to issue and may issue two or more
classes of shares  having such  preferences  and special or relative  rights and
privileges as the Directors may determine, without shareholder approval.

    The Funds are not required to hold an annual meeting of  shareholders in any
year unless  required  to do so under the  Investment  Company Act of 1940.  The
Funds intend to hold shareholder  meetings only when required by law and at such
other  times  as may  be  deemed  appropriate  by  their  respective  Boards  of
Directors. However, each Fund will hold a meeting of shareholders when requested
to do so in writing by the holders of 10% or more of the  outstanding  shares of
that Fund.

    Shareholder  inquiries  should be  directed to the  appropriate  Fund at The
Principal Financial Group, Des Moines, Iowa 50392.

    As of October 31,  1995,  Principal  Mutual Life  Insurance  Company and its
subsidiaries and affiliates  owned 25% or more of the outstanding  voting shares
of each Fund as indicated:

                                                         Percentage of
                                  Number of            Outstanding Shares
             Fund               Shares Owned                Owned
    Blue Chip Fund                 654,681                  26.63%
    Capital Accumulation Fund    6,477,046                  44.88
    High Yield Fund              1,090,093                  36.56

ADDITIONAL INFORMATION

    Organization:  The Funds were  incorporated  in the state of Maryland on the
following  dates:  Balanced Fund - November 26, 1986;  Blue Chip Fund - December
10, 1990; Bond Fund - December 2, 1986; Capital Accumulation Fund - May 26, 1989
(effective November 1, 1989 succeeded to the business of a predecessor Fund that
had been  incorporated in Delaware on February 6, 1969);  Cash Management Fund -
June 10, 1982; Emerging Growth Fund - February 20, 1987;  Government  Securities
Income Fund - September 5, 1984; Growth Fund - May 26, 1989 (effective  November
1,  1989  succeeded  to  the  business  of a  predecessor  Fund  that  had  been
incorporated  in Delaware on February 6, 1969);  High Yield Fund - November  26,
1986; Short-Term Bond Fund - August 9, 1995; Utilities Fund - September 3, 1992;
World Fund - May 12, 1981

    Custodian:  Bank of New York, 48 Wall Street,  New York, New York 10286,  is
custodian  of the  portfolio  securities  and cash  assets  of each of the Funds
except the World Fund. The custodian for the World Fund is Chase Manhattan Bank,
Global Securities Services,  Chase Metro Tech Center,  Brooklyn, New York 11245.
The custodians perform no managerial or policymaking functions for the Funds.

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000  shares of common stock  (2,000,000,000  for Princor Cash Management
Fund), $.01 par value.

    Financial  Statements:  Copies of the financial statements of each Fund will
be mailed to each  shareholder  semiannually.  At the close of each fiscal year,
each  Fund's  financial  statements  will be  audited  by a firm of  independent
auditors.  The  firm of  Ernst & Young  LLP has  been  appointed  to  audit  the
financial statements of each Fund for their respective present fiscal years.

    Registration Statement:  This Prospectus omits some information contained in
the  Statement  of  Additional   Information  (also  known  as  Part  B  of  the
Registration  Statement)  and Part C of the  Registration  Statements  which the
Funds  have  filed  with the  Securities  and  Exchange  Commission.  The Funds'
Statement of Additional  Information  is hereby  incorporated  by reference into
this  Prospectus.  A copy of this  Statement of  Additional  Information  can be
obtained  upon  request,  free of  charge,  by writing  or  telephoning  Princor
Financial  Services  Corporation.  You  may  obtain  a  copy  of  Part  C of the
Registration  Statements  filed with the  Securities  and  Exchange  Commission,
Washington, D.C. from the Commission upon payment of the prescribed fees.

     Principal  Underwriter:  Princor Financial Services  Corporation,  P.O. Box
10423,  Des  Moines,  IA 50306,  is the  principal  underwriter  for each of the
Princor Funds.

    Transfer   Agent  and  Dividend   Disbursing   Agent:   Princor   Management
Corporation,  The Principal  Financial  Group, Des Moines,  Iowa,  50392, is the
transfer agent and dividend disbursing agent for each of the Princor Funds.



                                     PART B

   
                           PRINCOR BALANCED FUND, INC.
                          PRINCOR BLUE CHIP FUND, INC.
                             PRINCOR BOND FUND, INC.
                     PRINCOR CAPITAL ACCUMULATION FUND, INC.
                       PRINCOR CASH MANAGEMENT FUND, INC.
                       PRINCOR EMERGING GROWTH FUND, INC.
                 PRINCOR GOVERNMENT SECURITIES INCOME FUND, INC.
                            PRINCOR GROWTH FUND, INC.
                          PRINCOR HIGH YIELD FUND, INC.
                       PRINCOR SHORT-TERM BOND FUND, INC.
                       PRINCOR TAX-EXEMPT BOND FUND, INC.
                  PRINCOR TAX-EXEMPT CASH MANAGEMENT FUND, INC.
                          PRINCOR UTILITIES FUND, INC.
                            PRINCOR WORLD FUND, INC.
    


                       Statement of Additional Information

   
                        dated ____________________, 1996


                This Statement of Additional  Information  provides  information
        about each of the above  Funds in addition  to the  information  that is
        contained  in the Funds'  Prospectus,  dated  _________________________,
        1996.
    

                This Statement of Additional Information is not a prospectus. It
        should be read in  conjunction  with the  Funds'  Prospectus,  a copy of
        which can be obtained free of charge by writing or telephoning:



                     Princor Financial Services Corporation
                          The Principal Financial Group
                           Des Moines, Iowa 50392-0200
                            Telephone: 1-800-247-4123















MM 625 B-6
<PAGE>



                                TABLE OF CONTENTS

   
Investment Policies and Restrictions of the Funds.....................       2
       Growth-Oriented Funds..........................................       3
       Income-Oriented Funds .........................................       7
       Money Market Funds.............................................      13
Funds' Investments....................................................      16
Directors and Officers of the Funds...................................      29
Manager and Sub-Advisor...............................................      31
Cost of Manager's Services............................................      32
Brokerage on Purchases and Sales of Securities........................      35
How to Purchase Shares................................................      35
Offering Price of Funds' Shares.......................................      39
Distribution Plan.....................................................      44
Determination of Net Asset Value of Funds' Shares ....................      46
Performance Calculation...............................................      48
Tax Treatment of Funds, Dividends and Distributions  .................      52
General Information and History.......................................      55
Financial Statements .................................................      55
Appendix A............................................................      56
    

<PAGE>
INVESTMENT POLICIES AND RESTRICTIONS OF THE FUNDS

       The following information about the Princor Funds, a family of separately
incorporated,  diversified,  open-end management investment companies,  commonly
called mutual funds,  supplements  the  information  provided in the  Prospectus
under the caption "Investment Objectives, Policies and Restrictions."

   
       There are three categories of Princor Funds: Growth-Oriented Funds, which
include four Funds which seek primarily capital appreciation through investments
in equity securities  (Capital  Accumulation Fund,  Emerging Growth Fund, Growth
Fund and World Fund), one Fund which seeks a total  investment  return including
both capital  appreciation  and income  through  investments  in equity and debt
securities (Balanced Fund) and one Fund which seeks growth of capital and growth
of income primarily  through  investments in common stocks of  well-capitalized,
established  companies (Blue Chip Fund);  Income-Oriented  Funds,  which include
five funds which seek  primarily a high level of income  through  investments in
debt securities (Bond Fund,  Government Securities Income Fund, High Yield Fund,
Short-Term  Bond Fund and Tax-Exempt Bond Fund) and one Fund which seeks current
income and  long-term  growth of income and capital by  investing  primarily  in
equity and  fixed-income  securities of public  utilities  companies  (Utilities
Fund);  and Money Market Funds,  which include two funds which seek  primarily a
high level of income through  investments in short-term  debt  securities  (Cash
Management Fund and Tax-Exempt Cash Management Fund).
    

       In seeking to achieve its investment objective,  each Fund has adopted as
matters of fundamental  policy certain  investment  restrictions which cannot be
changed without  approval by the holders of the lesser of: (i) 67% of the Fund's
shares present or represented at a shareholders' meeting at which the holders of
more than 50% of such shares are present or represented  by proxy;  or (ii) more
than 50% of the outstanding shares of the Fund. Similar shareholder  approval is
required to change the investment  objective of each of the Funds. The following
discussion  provides for each Fund a statement of its  investment  objective,  a
description  of its  investment  restrictions  that are  matters of  fundamental
policy and a description of any investment restrictions it may have adopted that
are not matters of  fundamental  policy and may be changed  without  shareholder
approval. For purposes of the investment restrictions, all percentage and rating
limitations  apply at the time of acquisition of a security,  and any subsequent
change in any applicable  percentage  resulting from market fluctuations or in a
rating by a rating service will not require elimination of any security from the
portfolio.  Unless  specifically  identified as a matter of fundamental  policy,
each  investment  policy  discussed  in  the  Prospectus  or  the  Statement  of
Additional  Information is not  fundamental and may be changed by the respective
Fund's Board of Directors.

       The Table on the next page  graphically  illustrates each Fund's emphasis
on producing  current  income and capital growth and the stability of the market
value  of  the  Fund's  portfolio.  These  illustrations  represent  comparative
relationships only with regard to the investment objectives sought by the Funds.
Relative  income,  stability  and growth  may vary among the Funds with  certain
market  conditions.  The  illustrations  are  not  intended  and  should  not be
construed as projected relative performances of the Princor Funds.

<PAGE>

GROWTH-ORIENTED FUNDS

INVESTMENT OBJECTIVES

      Princor Balanced Fund, Inc. ("Balanced Fund") seeks to generate a total 
      investment return consisting of current income and capital appreciation 
      while assuming reasonable risks in furtherance of the investment 
      objective.

   
      Princor Blue Chip Fund, Inc. ("Blue Chip Fund") seeks to achieve growth of
      capital and growth of income by investing primarily in common stocks of 
      well capitalized, established companies.
    

      Princor Capital  Accumulation  Fund, Inc.  ("Capital  Accumulation  Fund")
      seeks to achieve primarily long-term capital  appreciation and secondarily
      growth of  investment  income  through the  purchase  primarily  of common
      stocks, but the Fund may invest in other securities.

      Princor Emerging Growth Fund, Inc. ("Emerging Growth Fund") seeks to 
      achieve capital appreciation by investing primarily in securities of 
      emerging and other growth-oriented companies.

      Princor Growth Fund, Inc. ("Growth Fund") seeks growth of capital through 
      the purchase primarily of common stocks, but the Fund may invest in other 
      securities.

      Princor World Fund, Inc. ("World Fund") seeks long-term growth of capital 
      by investing in a portfolio of equity securities of companies domiciled in
      any of the nations of the world.

  INVESTMENT RESTRICTIONS

      As a condition of its continued registration in the state of South Dakota,
each of the Growth-Oriented  Funds has undertaken not to invest more than 10% of
its total assets in  securities  of issuers  which may not be sold to the public
without  registration  under the Securities Act of 1933 as amended through April
1,  1990,  nor may it have more than 10% of its total  assets  invested  in real
estate investment trusts or investment  companies,  nor may it have more than 5%
of its assets invested in options,  financial  futures,  or stock index futures,
other  than  hedging  positions  or  positions  that  are  covered  by  cash  or
securities,  nor may it have  more  than 5% of its  assets  invested  in  equity
securities of issuers which are not readily marketable and securities of issuers
which have been in operation for less than three years.  Each of these funds has
further  undertaken to notify  shareholders in the state of South Dakota 30 days
prior to changing any of the restrictions described in this paragraph.

      Balanced Fund, Blue Chip Fund, Emerging Growth Fund and World Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder  approval.  The Balanced Fund,
Blue Chip Fund and Emerging Growth Fund each may not:

      (1)  Issue any senior securities as defined in the Investment  Company Act
           of 1940.  Purchasing and selling securities and futures contracts and
           options thereon and borrowing  money in accordance with  restrictions
           described below do not involve the issuance of a senior security.

      (2)  Purchase or retain in its portfolio securities of any issuer if those
           officers or directors of the Fund or its Manager owning  beneficially
           more  than  one-half  of 1% (0.5%) of the  securities  of the  issuer
           together own beneficially more than 5% of such securities.

      (3)  Invest in commodities or commodity contracts, but it may purchase and
           sell financial futures contracts and options on such contracts.

      (4)  Invest in real estate, although it may invest in securities which are
           secured by real estate and securities of issuers which invest or deal
           in real estate.

      (5)  Borrow  money,  except for  temporary  or emergency  purposes,  in an
           amount  not to exceed 5% of the value of the Fund's  total  assets at
           the time of the borrowing.

      (6)  Make  loans,  except  that the Fund may (i)  purchase  and hold  debt
           obligations in accordance with its investment objective and policies,
           (ii) enter into repurchase  agreements,  and (iii) lend its portfolio
           securities without limitation against collateral  (consisting of cash
           or securities  issued or guanteed by the United States  Government or
           its  agencies  or  instrumentalities)  equal at all times to not less
           than 100% of the value of the securities loaned.

      (7)  Invest more than 5% of its total assets in the  securities of any one
           issuer  (other than  obligations  issued or  guaranteed by the United
           States Government or its agencies or instrumentalities);  or purchase
           more than 10% of the outstanding voting securities of any one issuer.

      (8)  Act as an underwriter  of  securities,  except to the extent the Fund
           may be deemed to be an  underwriter  in  connection  with the sale of
           securities held in its portfolio.

      (9)  Concentrate its investments in any particular industry or industries,
           except that the Fund may invest not more than 25% of the value of its
           total assets in a single industry.

      (10) Sell  securities  short (except where the Fund holds or has the right
           to obtain at no added cost a long  position  in the  securities  sold
           that equals or exceeds  the  securities  sold short) or purchase  any
           securities on margin, except it may obtain such short-term credits as
           are  necessary  for the  clearance  of  transactions.  The deposit or
           payment of margin in  connection  with  transactions  in options  and
           financial  futures  contracts  is  not  considered  the  purchase  of
           securities on margin.

      (11) Invest in  interests  in oil,  gas or other  mineral  exploration  or
           development  programs,  although the Fund may invest in securities of
           issuers which invest in or sponsor such programs.

      Each of these Funds has also adopted the following  restrictions which are
not fundamental policies and may be changed without shareholder  approval. It is
contrary to each Fund's present policy to:

       (1) Invest more than 15% of its total  assets in  securities  not readily
           marketable and in repurchase  agreements  maturing in more than seven
           days.  The value of any  options  purchased  in the  Over-the-Counter
           market are included as part of this 15% limitation.

       (2) Purchase  warrants in excess of 5% of its total  assets,  of which 2%
           may be invested  in  warrants  that are not listed on the New York or
           American  Stock  Exchange.  The 2% limitation for the World Fund also
           includes warrants not listed on the Toronto Stock Exchange.

       (3) Purchase  securities  of any issuer  having  less than  three  years'
           continuous  operation  (including  operations of any predecessors) if
           such purchase would cause the value of the Fund's  investments in all
           such issuers to exceed 5% of the value of its total assets.

       (4) Pledge,   mortgage  or  hypothecate  its  assets,  except  to  secure
           permitted borrowings.  The deposit of underlying securities and other
           assets in escrow and other collateral arrangements in connection with
           transactions in put and call options,  futures  contracts and options
           on  futures   contracts  are  not  deemed  to  be  pledges  or  other
           encumbrances.

       (5) Invest in companies for the purpose of exercising control or 
           management.

       (6) Invest  more than 5% of its total  assets in the  purchase of covered
           spread   options  and  the  purchase  of  put  and  call  options  on
           securities,  securities  indices  and  financial  futures  contracts.
           Options on  financial  futures  contracts  and options on  securities
           indices   will  be  used  solely  for  hedging   purposes;   not  for
           speculation.

       (7) Invest more than 5% of its assets in initial  margin and  premiums on
           financial futures contracts and options on such contracts.

       (8) Invest in arbitrage transactions.

       (9) Invest in real estate limited partnership interests.

      (10) Invest in mineral leases.

      The  Balanced  Fund,  Blue Chip Fund and  Emerging  Growth  Fund have also
adopted the following restrictions which are not fundamental policies and may be
changed without shareholder approval. It is contrary to each such Fund's present
policy to:

       (1) Purchase   securities  of  other   investment   companies  except  in
           connection with a merger, consolidation, or plan of reorganization or
           by purchase in the open market of securities of closed-end  companies
           where no underwriter or dealer's  commission or profit,  other than a
           customary  broker's  commission,  is  involved,  and  if  immediately
           thereafter  not more than 10% of the value of the Fund's total assets
           would be invested in such securities.

       (2) Invest  more than 20% of its total  assets in  securities  of foreign
issuers.

      The World Fund has also adopted the following  restriction  which is not a
fundamental  policy  and may be  changed  without  shareholder  approval.  It is
contrary to the World Fund's present policy to:

       (1) Invest more than 10% of its assets in securities of other  investment
           companies,  invest more than 5% of its total assets in the securities
           of any  one  investment  company,  or  acquire  more  than  3% of the
           outstanding voting securities of any one investment company except in
           connection with a merger, consolidation or plan of reorganization.

Capital Accumulation Fund and Growth Fund

      Each of the following  numbered  restrictions  is a matter of  fundamental
policy  and  may  not be  changed  without  shareholder  approval.  The  Capital
Accumulation Fund and Growth Fund each may not:

      (1)  Concentrate its investments in any one industry.  No more than 25% of
           the value of its total assets will be invested in any one industry.

      (2)  Purchase the securities of any issuer if the purchase will cause more
           than 5% of the value of its total assets to be invested in the 
           securities of any one issuer (except U. S. Government securities).

      (3)  Purchase the securities of any issuer if the purchase will cause more
           than 10% of the voting  securities,  or any other class of securities
           of the issuer, to be held by the Fund.

      (4)  Underwrite  securities  of other  issuers,  except  that the Fund may
           acquire portfolio  securities under  circumstances  where if sold the
           Fund might be deemed an  underwriter  for purposes of the  Securities
           Act of 1933.

      (5)  Purchase  securities  of any company with a record of less than three
           years' continuous  operation  (including that of predecessors) if the
           purchase would cause the value of the Fund's aggregate investments in
           all such companies to exceed 5% of the Fund's total assets.

      (6)  Engage in the purchase and sale of illiquid interests in real estate.
           For  this  purpose,  readily  marketable  interests  in  real  estate
           investment trusts are not interests in real estate.

      (7)  Engage in the purchase and sale of commodities or commodity 
           contracts.

      (8)  Purchase   securities  of  other   investment   companies  except  in
           connection with a merger, consolidation, or plan of reorganization.

      (9)  Purchase or retain in its portfolio securities of any issuer if those
           officers and directors of the Fund or its Manager owning beneficially
           more than  one-half of one percent  (0.5%) of the  securities  of the
           issuer together own beneficially more than 5% of such securities.

      (10) Purchase securities on margin, except it may obtain such short-term 
           credits as are necessary for the clearance of transactions.  The Fund
           will not effect a short sale of a security.  The Fund will not issue 
           or acquire put and call options.

      (11) Invest  more than 5% of its assets at the time of  purchase in rights
           and  warrants  (other than those that have been  acquired in units or
           attached to other securities).

      (12) Invest more than 20% of its total assets in securities of foreign 
           issuers.

      In addition:

      (13) The Fund may not make loans except that the Fund may (i) purchase and
           hold debt obligations in accordance with its investment objective and
           policies, and (ii) enter into repurchase agreements.

      (14) The Fund does not propose to borrow  money  except for  temporary  or
           emergency  purposes  from banks in an amount not to exceed the lesser
           of (i) 5% of the value of the Fund's assets,  less liabilities  other
           than such borrowings,  or (ii) 10% of the Fund's assets taken at cost
           at the  time  such  borrowing  is  made.  The  Fund  may not  pledge,
           mortgage,  or hypothecate  its assets (at value) to an extent greater
           than 15% of the gross assets taken at cost.

      Each of these Funds has also adopted the following  restrictions which are
not fundamental policies and may be changed without shareholder  approval. It is
contrary to each Fund's present policy to:

      (1)  Invest in companies for the purpose of exercising control or 
           management.

      (2)  Purchase  warrants in excess of 5% of its total  assets,  of which 2%
           may be invested  in  warrants  that are not listed on the New York or
           American Stock Exchange.

      (3)  Invest more than 15% of its total  assets in  securities  not readily
           marketable and in repurchase  agreements  maturing in more than seven
           days.

      (4)  Invest in real estate limited partnership interests.

      (5)  Invest in  interests in oil,  gas, or other  mineral  exploration  or
           development  programs,  but the Fund may purchase and sell securities
           of companies which invest or deal in such interests.

   
     Although  each of  these  Funds  has  the  right  to  pledge,  mortgage  or
hypothecate  its assets,  in order to comply with Illinois  statutes,  the Funds
will not, as a matter of operating policy, pledge, mortgage or hypothecate their
portfolio  securities  to the extent that at any time the  percentage of pledged
securities  plus the sales  load will  exceed 10% of the  offering  price of the
Funds' shares.
    

INCOME-ORIENTED FUNDS

INVESTMENT OBJECTIVES

      Princor Bond Fund, Inc. ("Bond Fund") seeks to provide as high a level of 
      income as is consistent with preservation of capital and prudent 
      investment risk.

      Princor Government  Securities Income Fund, Inc.  ("Government  Securities
      Income Fund") seeks a high level of current  income,  liquidity and safety
      of principal by purchasing  obligations issued or guaranteed by the United
      States  Government or its agencies,  with emphasis on Government  National
      Mortgage Association Certificates ("GNMA Certificates").  The guarantee by
      the United States Government extends only to principal and interest. There
      are certain risks unique to GNMA Certificates.

      Princor  High Yield Fund,  Inc.  ("High  Yield  Fund")  seeks high current
      income  primarily by purchasing  high yielding,  lower or non-rated  fixed
      income  securities  which are believed to not involve undue risk to income
      or principal. Capital growth is a secondary objective when consistent with
      the objective of high current income.

   
      Princor  Short-Term Bond Fund, Inc.  ("Short-Term Bond Fund") seeks a high
      level  of  current  income  consistent  with a  relatively  high  level of
      principal  stability  by investing  in a portfolio  of  securities  with a
      dollar weighted average maturity of five years or less.
    

      Princor Tax-Exempt Bond Fund, Inc.  ("Tax-Exempt Bond Fund") seeks as high
      a level of current  income exempt from federal income tax as is consistent
      with  preservation  of capital.  The Fund seeks to achieve  its  objective
      primarily  through the purchase of investment  grade  quality,  tax-exempt
      fixed income obligations.

      Princor  Utilities  Fund,  Inc.  ("Utilities  Fund") seeks to provide high
      current income and long-term growth of income and capital.  The Fund seeks
      to achieve its objective by investing primarily in equity and fixed income
      securities of companies in the public utilities industry.

INVESTMENT RESTRICTIONS

      As a condition of its continued registration in the state of South Dakota,
the  Utilities  Fund has  undertaken  not to  invest  more than 10% of its total
assets in  securities  of issuers  which may not be sold to the  public  without
registration  under the Securities Act of 1933 as amended through April 1, 1990,
nor may it have  more  than 10% of its  total  assets  invested  in real  estate
investment trusts or investment  companies.  In addition,  as a condition of its
continued registration in the state of South Dakota, each of the Income-Oriented
Funds has  undertaken  not to  invest  more  than 5% of its  assets in  options,
financial  futures,  or stock index  futures,  other than  hedging  positions or
positions that are covered by cash or  securities,  nor may it have more than 5%
of its assets  invested in equity  securities  of issuers  which are not readily
marketable and securities of issuers which have been in operations for less than
three years. Each of these funds has further  undertaken to notify  shareholders
in the  state  of  South  Dakota  30 days  prior to  changing  any of the  Funds
investment restrictions described in this paragraph.

   
      Bond Fund, High Yield Fund, Short-Term Bond Fund and Utilities Fund
    

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Bond Fund, High
Yield Fund, Short-Term Bond Fund and Utilities Fund each may not:

      (1)  Issue any senior securities as defined in the Investment  Company Act
           of 1940.  Purchasing and selling securities and futures contracts and
           options thereon and borrowing  money in accordance with  restrictions
           described below do not involve the issuance of a senior security.

      (2)  Purchase or retain in its portfolio securities of any issuer if those
           officers or directors of the fund or its Manager owning  beneficially
           more  than  one-half  of 1% (0.5%) of the  securities  of the  issuer
           together own beneficially more than 5% of such securities.

      (3)  Invest in commodities or commodity contracts, but it may purchase and
           sell financial futures contracts and options on such contracts.

      (4)  Invest in real estate, although it may invest in securities which are
           secured by real estate and securities of issuers which invest or deal
           in real estate.

      (5)  Borrow  money,  except for  temporary  or emergency  purposes,  in an
           amount  not to exceed 5% of the value of the Fund's  total  assets at
           the time of the borrowing.

      (6)  Make  loans,  except  that the Fund may (i)  purchase  and hold  debt
           obligations in accordance with its investment objective and policies,
           (ii) enter into repurchase  agreements,  and (iii) lend its portfolio
           securities without limitation against collateral  (consisting of cash
           or securities issued or guaranteed by the United States Government or
           its  agencies  or  instrumentalities)  equal at all times to not less
           than 100% of the value of the securities loaned.

      (7)  Invest more than 5% of its total assets in the  securities of any one
           issuer  (other than  obligations  issued or  guaranteed by the United
           States Government or its agencies or instrumentalities);  or purchase
           more than 10% of the outstanding voting securities of any one issuer.

      (8)  Act as an underwriter  of  securities,  except to the extent the Fund
           may be deemed to be an  underwriter  in  connection  with the sale of
           securities held in its portfolio.

      (9)  Concentrate its investments in any particular industry or industries,
           except that:
           
           (a)  the Utilities Fund may not invest less than 25% of its total 
                assets in securities of companies in the public utilities 
                industry, and
   
           (b)  the Bond Fund,  High Yield Fund and  Short-Term  Bond Fund each
                may invest  not more than 25% of the value of its total  assets
                in a single industry.
    

      (10) Sell  securities  short (except where the Fund holds or has the right
           to obtain at no added cost a long  position  in the  securities  sold
           that equals or exceeds  the  securities  sold short) or purchase  any
           securities on margin, except it may obtain such short-term credits as
           are  necessary  for the  clearance  of  transactions.  The deposit or
           payment of margin in  connection  with  transactions  in options  and
           financial  futures  contracts  is  not  considered  the  purchase  of
           securities on margin.

      (11) Invest in  interests  in oil,  gas or other  mineral  exploration  or
           development  programs,  although the Fund may invest in securities of
           issuers which invest in or sponsor such programs.

      Each of these Funds has also adopted the following  restrictions which are
not fundamental policies and may be changed without shareholder  approval. It is
contrary to each Fund's present policy to:

      (1)  Invest more than 15% of its total  assets in  securities  not readily
           marketable and in repurchase  agreements  maturing in more than seven
           days.  The value of any  options  purchased  in the  Over-the-Counter
           market are included as part of this 15% limitation.

      (2)  Purchase  warrants in excess of 5% of its total  assets,  of which 2%
           may be invested  in  warrants  that are not listed on the New York or
           American Stock Exchange.

      (3)  Purchase  securities  of any issuer  having  less than  three  years'
           continuous  operation  (including  operations of any predecessors) if
           such purchase would cause the value of the Fund's  investments in all
           such issuers to exceed 5% of the value of its total assets.

      (4)  Purchase   securities  of  other   investment   companies  except  in
           connection with a merger, consolidation, or plan of reorganization or
           by purchase in the open market of securities of closed-end  companies
           where no underwriter or dealer's  commission or profit,  other than a
           customary  broker's  commission,  is  involved,  and  if  immediately
           thereafter  not more than 10% of the value of the Fund's total assets
           would be invested in such securities.

      (5)  Pledge,   mortgage  or  hypothecate  its  assets,  except  to  secure
           permitted borrowings.  The deposit of underlying securities and other
           assets in escrow and other collateral arrangements in connection with
           transactions in put and call options,  futures  contracts and options
           on  futures   contracts  are  not  deemed  to  be  pledges  or  other
           encumbrances.

      (6)  Invest in companies for the purpose of exercising control or 
           management.

      (7)  Invest more than 20% of its total assets in securities of foreign 
           issuers.

      (8)  Invest more than 5% of its total assets in the purchase of covered 
           spread options and the purchase of put and call options on 
           securities,  securities  indices and  financial  futures  contracts.
           Options  on  financial  futures contracts and options on  securities
           indices will be used solely for hedging purposes; not for 
           speculation.

      (9)  Invest more than 5% of its assets in initial  margin and  premiums on
           financial futures contracts and options on such contracts.

      (10) Invest in arbitrage transactions.

      (11) Invest in real estate limited partnership interests.

      The  Utilities  Fund  has  also  adopted  a  restriction,  which  is not a
fundamental  policy and may be changed without  shareholder  approval,  that the
Fund may not own more than 5% of the outstanding  voting securities of more than
one public utility  company as defined by the Public Utility Holding Company Act
of 1935.

      Government Securities Income Fund

      Each of the following  numbered  restrictions  is a matter of  fundamental
policy and may not be  changed  without  shareholder  approval.  The  Government
Securities Fund may not:

      (1)  Issue any senior securities.

      (2)  Purchase any securities other than  obligations  issued or guaranteed
           by the United States Government or its agencies or instrumentalities,
           except  that the  Fund may  maintain  reasonable  amounts  in cash or
           purchase  short-term  debt securities not issued or guaranteed by the
           United  States  Government or its agencies or  instrumentalities  for
           daily cash  management  purposes or pending  selection of  particular
           long-term investments.  There is no limit on the amount of its assets
           which  may  be  invested  in the  securities  of any  one  issuer  of
           obligations issued by the United States Government or its agencies or
           instrumentalities.

      (3)  Act as an underwriter  of  securities,  except to the extent the Fund
           may be deemed to be an  underwriter  in  connection  with the sale of
           GNMA certificates held in its portfolio.

      (4)  Engage  in the  purchase  and  sale  of  interests  in  real  estate,
           including  interests in real estate  investment  trusts  (although it
           will  invest  in  securities  secured  by real  estate  or  interests
           therein, such as mortgage-backed securities) or invest in commodities
           or commodity contracts, oil and gas interests, or mineral exploration
           or development programs.

      (5)  Purchase   securities  of  other   investment   companies  except  in
           connection with a merger, consolidation, or plan of reorganization.

      (6)  Purchase or retain in its portfolio securities of any issuer if those
           officers and directors of the Fund or its Manager owning beneficially
           more  than  one-half  of 1% (0.5%) of the  securities  of the  issuer
           together own beneficially more than 5% of such securities.

      (7)  Sell securities short or purchase any securities on margin, except it
           may obtain such short-term credits as are necessary for the clearance
           of transactions.  The deposit or payment of margin in connection with
           transactions  in  options  and  financial  futures  contracts  is not
           considered the purchase of securities on margin.

      (8)  Invest in companies for the purpose of exercising control or 
           management.

      (9)  Make  loans,   except  that  the  Fund  may  purchase  or  hold  debt
           obligations in accordance with the investment  restrictions set forth
           in paragraph (2) and may enter into  repurchase  agreements  for such
           securities,  and may lend its portfolio securities without limitation
           against  collateral  consisting  of cash,  or  securities  issued  or
           guaranteed  by  the  United  States  Government  or its  agencies  or
           instrumentalities,  which is equal at all  times to 100% of the value
           of the securities loaned.

      (10) Borrow  money,  except for  temporary  or emergency  purposes,  in an
           amount not to exceed 5% of the value of the Fund's total assets.

      (11) Enter into repurchase agreements maturing in more than seven days if,
           as a result,  thereof, more than 10% of the Fund's total assets would
           be invested in such  repurchase  agreements  and other assets without
           readily available market quotations.

      (12) Invest  more than 5% of its total  assets in the  purchase of covered
           spread   options  and  the  purchase  of  put  and  call  options  on
           securities, securities indices and financial futures contracts.

      (13) Invest more than 5% of its assets in initial  margin and  premiums on
           financial futures contracts and options on such contracts.

      The  Fund  has also  adopted  the  following  restrictions  which  are not
fundamental  policies and may be changed  without  shareholder  approval.  It is
contrary to the Fund's current policy to:

       (1) Invest more than 15% of its total  assets in  securities  not readily
           marketable and in repurchase  agreements  maturing in more than seven
           days.  The value of any  options  purchased  in the  Over-the-Counter
           market are included as part of this 15% limitation.

       (2) Pledge,   mortgage  or  hypothecate  its  assets,  except  to  secure
           permitted borrowings.  The deposit of underlying securities and other
           assets in escrow and other collateral arrangements in connection with
           transactions in put and call options,  futures  contracts and options
           on  futures   contracts  are  not  deemed  to  be  pledges  or  other
           encumbrances.

       (3) Invest in real estate limited partnership interests.

      Tax-Exempt Bond Fund

      Each of the following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Tax-Exempt Bond
Fund may not:

        (1)Issue any senior  securities as defined in the Act except  insofar as
           the Fund may be deemed to have issued a senior security by reason of:
           (a) purchasing  any  securities on a when-issued or delayed  delivery
           basis;  or  (b)  borrowing  money  in  accordance  with  restrictions
           described below.

        (2)Purchase any securities other than Municipal  Obligations and Taxable
           Investments  as defined in the Prospectus and Statement of Additional
           Information.

        (3)Act as an underwriter  of  securities,  except to the extent the Fund
           may be deemed to be an  underwriter  in  connection  with the sale of
           securities held in its portfolio.

        (4)Invest more than 10% of its assets in securities of other  investment
           companies,  invest more than 5% of its total assets in the securities
           of any  one  investment  company,  or  acquire  more  than  3% of the
           outstanding voting securities of any one investment company except in
           connection with a merger, consolidation or plan of reorganization.

        (5)Purchase or retain in its portfolio securities of any issuer if those
           officers and  directors  of the Fund or its Manager  owning more than
           one-half of 1% (0.5%) of the  securities  of the issuer  together own
           beneficially more than 5% of such securities.

        (6)Invest in companies for the purpose of exercising control or 
           management.

        (7)Invest more than:

           (a)   5% of its total  assets  in the  securities  of any one  issuer
                 (other  than  obligations  issued or  guaranteed  by the United
                 States Government or its agencies or instrumentalities).
           (b)   15% of its total  assets  in  securities  that are not  readily
                 marketable and in repurchase  agreements  maturing in more than
                 seven days.

        (8)Invest in real estate, although it may invest in securities which are
           secured by real estate and securities of issuers which invest or deal
           in real estate.

        (9)Invest in commodities or commodity futures contracts.

      (10) Write, purchase or sell puts, calls or combinations thereof.

      (11) Invest in  interests  in oil,  gas or other  mineral  exploration  or
           development programs, although it may invest in securities of issuers
           which invest in or sponsor such programs.

      (12) Make short sales of securities.

      (13) Purchase  any  securities  on  margin,  except  it  may  obtain  such
           short-term   credits  as  are   necessary   for  the   clearance   of
           transactions.

      (14) Make  loans,  except  that  the  Fund  may  purchase  and  hold  debt
           obligations in accordance with its investment objective and policies,
           enter  into  repurchase  agreements,   and  may  lend  its  portfolio
           securities without limitation against collateral,  consisting of cash
           or securities issued or guaranteed by the United States Government or
           its  agencies  or  instrumentalities,  which is equal at all times to
           100% of the value of the securities loaned.

      (15) Borrow money,  except for temporary or emergency  purposes from banks
           in an amount not to exceed 5% of the value of the Fund's total assets
           at the time the loan is made.

      (16) Pledge, mortgage or hypothecate its assets, except to secure 
           permitted borrowings.

      The  Fund  has  also  adopted  the  following  restriction  which  is  not
fundamental and may be changed without shareholder  approval.  It is contrary to
the Fund's current policy to:

        (1)Invest in real estate limited partnership interests.

      The identification of the issuer of a Municipal  Obligation depends on the
terms and conditions of the security. When the assets and revenues of an agency,
authority,  instrumentality  or other  political  subdivision  are separate from
those of the government creating the subdivision and the security is backed only
by the assets and revenues of the subdivision,  such subdivision would be deemed
to be the sole issuer. Similarly, in the case of an industrial development bond,
if that bond is backed only by the assets and  revenues of the  non-governmental
user, then such non-governmental user would be deemed to be the sole issuer. If,
however, in either case, the creating government or some other entity guarantees
a security, such a guarantee would be considered a separate security and will be
treated as an issue of such  government or other entity  provided that guarantee
is not  deemed  to be a  security  issued by the  guarantor  if the value of all
securities  issued or guaranteed by the guarantor and owned by the Fund does not
exceed 10% of the value of the Fund's total assets.

      The Fund may invest without limit in debt  obligations of issuers  located
in the same state and in debt  obligations  which are  repayable  out of revenue
sources  generated from  economically  related  projects or facilities.  Sizable
investments  in such  obligations  could  involve an increased  risk to the Fund
since an economic,  business or political  development  or change  affecting one
security  could also affect  others.  The Fund may also invest  without limit in
industrial  development bonds, but it will not invest more than 20% of its total
assets in any  Municipal  Obligation  the  interest on which is treated as a tax
preference item for purposes of the federal alternative minimum tax.

MONEY MARKET FUNDS

INVESTMENT OBJECTIVES

      Princor Cash Management Fund, Inc. ("Cash  Management Fund") seeks as high
      a level of income  available from  short-term  securities as is considered
      consistent with  preservation of principal and maintenance of liquidity by
      investing in a portfolio of money market instruments.

      Princor Tax-Exempt Cash Management Fund, Inc. ("Tax-Exempt Cash Management
      Fund") seeks, through investment in a professionally  managed portfolio of
      high quality short-term Municipal Obligations, as high a level of interest
      income exempt from federal  income tax as is consistent  with stability of
      principal and maintenance of liquidity.

INVESTMENT RESTRICTIONS

      As a condition of its continued registration in the state of South Dakota,
each of the Money Market Funds has  undertaken not to invest more than 5% of its
assets in options, financial futures, or stock index futures, other than hedging
positions or positions that are covered by cash or  securities,  nor may it have
more than 5% of its assets  invested in equity  securities  of issuers which are
not readily  marketable  and securities of issuers which have been in operations
for less than three years. Each of these funds has further  undertaken to notify
shareholders  in the state of South  Dakota 30 days prior to changing any of the
Funds investment restrictions described in this paragraph.

      Cash Management Fund

      Each of the following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Cash Management
Fund may not:

      (1)  Concentrate its investments in any one industry.  No more than 25% of
           the value of its total  assets  will be  invested  in  securities  of
           issuers having their principal activities in any one industry,  other
           than  securities  issued or guaranteed by the U.S.  Government or its
           agencies or instrumentalities, or obligations of domestic branches of
           U.S. banks and savings institutions.
           (See "Bank Obligations").

      (2)  Purchase the securities of any issuer if the purchase will cause more
           than 5% of the  value  of its  total  assets  to be  invested  in the
           securities of any one issuer (except  securities issued or guaranteed
           by the U.S. Government, its agencies or instrumentalities).

      (3)  Purchase the securities of any issuer if the purchase will cause more
           than 10% of the  outstanding  voting  securities  of the issuer to be
           held by the Fund (other than  securities  issued or guaranteed by the
           U.S. Government, its agencies or instrumentalities).

      (4)  Act as an underwriter  except to the extent that, in connection  with
           the  disposition of portfolio  securities,  it may be deemed to be an
           underwriter under the federal securities laws.

      (5)  Purchase securities of any company with a record of less than 3 years
           continuous operation (including that of predecessors) if the purchase
           would cause the value of the Fund's aggregate investments in all such
           companies to exceed 5% of the value of the Fund's total assets.

      (6)  Engage in the purchase and sale of illiquid interests in real estate,
           including interests in real estate investment trusts (although it may
           invest in securities  secured by real estate or interests therein) or
           invest in commodities or commodity contracts,  oil and gas interests,
           or mineral exploration or development programs.

      (7)  Purchase   securities  of  other   investment   companies  except  in
           connection with a merger, consolidation, or plan of reorganization.

      (8)  Purchase or retain in its portfolio securities of any issuer if those
           officers and directors of the Fund or its Manager owning beneficially
           more  than  one-half  of 1% (0.5%) of the  securities  of the  issuer
           together own beneficially more than 5% of such securities.

      (9)  Purchase  securities on margin,  except it may obtain such short-term
           credits as are necessary for the clearance of transactions.  The Fund
           will not effect a short sale of any security. The Fund will not issue
           or  acquire  put  and  call  options,  straddles  or  spreads  or any
           combination thereof.

      (10) Invest in companies for the purpose of exercising control or 
           management.

      (11) Make loans to others except through the purchase of debt  obligations
           in which  the Fund is  authorized  to  invest  and by  entering  into
           repurchase agreements (see "Fund Investments").

      (12) Borrow money except from banks for  temporary or emergency  purposes,
           including the meeting of redemption  requests  which might  otherwise
           require the untimely  disposition of securities,  in an amount not to
           exceed  the lesser of (1) 5% of the value of the  Fund's  assets,  or
           (ii) 10% of the value of the Fund's  net assets  taken at cost at the
           time  such  borrowing  is  made.  The  Fund  will  not  issue  senior
           securities  except in connection with such  borrowings.  The Fund may
           not  pledge,  mortgage,  or  hypothecate  its assets (at value) to an
           extent greater than 10% of the net assets.

      (13) Invest in time  deposits  maturing  in more  than  seven  days;  time
           deposits  maturing from two business days through seven calendar days
           may not exceed 10% of the value of the Fund's total assets.

      (14) Invest more than 10% of its total  assets in  securities  not readily
           marketable and in repurchase  agreements  maturing in more than seven
           days.

      The  Fund  has  also  adopted  the  following  restriction  which  is  not
fundamental and may be changed without shareholder  approval.  It is contrary to
the Fund's current policy to:

      (1)  Invest in real estate limited partnership interests.

Tax-Exempt Cash Management Fund

      Each of the following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Tax-Exempt Cash
Management Fund may not:

        (1)Invest in securities  other than Municipal  Obligations and Temporary
           Investments  as those  terms are  defined in the  Prospectus  and the
           Statement of Additional Information.

        (2)Issue any senior securities as defined in the Investment  Company Act
           of 1940.  Purchasing and selling  securities  and borrowing  money in
           accordance  with  restrictions  described  below do not  involve  the
           issuance of a senior security.

        (3)Purchase or retain in its portfolio securities of any issuer if those
           officers or directors of the Fund or its Manager owning  beneficially
           more  than  one-half  of 1% (0.5%) of the  securities  of the  issuer
           together own beneficially more than 5% of such securities.

        (4)Invest in commodities or commodity contracts.

        (5)Invest in real estate, although it may invest in securities which are
           secured by real estate and securities of issuers which invest or deal
           in real estate.
        (6)Borrow money,  except from banks for temporary or emergency purposes,
           including  the  purpose of meeting  redemption  requests  which might
           otherwise  require the  untimely  disposition  of  securities,  in an
           amount  not to  exceed  one-third  of the sum of (a) the value of the
           Fund's  net  assets at the time of the  borrowing  and (b) the amount
           borrowed.  While any such  borrowings  exceed 5% of total assets,  no
           additional  purchases of  investment  securities  will be made by the
           Fund. If due to market fluctuations or other reasons the Fund's asset
           coverage falls below 300% of its borrowings, the Fund will reduce its
           borrowings within 3 business days.

        (7)Make  loans,  except  that the Fund may (i)  purchase  and hold  debt
           obligations in accordance with its investment objective and policies,
           (ii) enter into repurchase  agreements,  and (iii) lend its portfolio
           securities without limitation against collateral  (consisting of cash
           or securities issued or guaranteed by the United States Government or
           its  agencies  or  instrumentalities)  equal at all times to not less
           than 100% of the value of the securities loaned.

        (8)Invest more than 5% of its total assets in the  securities of any one
           issuer  (other than  obligations  issued or  guaranteed by the United
           States Government or its agencies or instrumentalities);  or purchase
           more than 10% of the outstanding voting securities of any one issuer.

        (9)Act as an underwriter  of  securities,  except to the extent the Fund
           may be deemed to be an  underwriter  in  connection  with the sale of
           securities held in its portfolio.

      (10) Concentrate its investments in any particular industry or industries,
           except that the Fund may invest not more than 25% of the value of its
           total  assets  in a single  industry;  provided,  however,  that this
           limitation  shall not be  applicable  to the  purchase  of  Municipal
           Obligations  issued  by  governments  or  political  subdivisions  of
           governments,  obligations  issued or  guaranteed by the United States
           Government or its agencies or  instrumentalities,  or  obligations of
           domestic banks (excluding foreign branches of domestic banks).

      (11) Sell  securities  short (except where the Fund holds or has the right
           to obtain at no added cost a long  position  in the  securities  sold
           that equals or exceeds  the  securities  sold short) or purchase  any
           securities on margin, except it may obtain such short-term credits as
           are necessary for the clearance of transactions.

      (12) Invest in  interests  in oil,  gas or other  mineral  exploration  or
           development  programs,  although the Fund may invest in securities of
           issuers which invest in or sponsor such programs.

      The  Fund  has also  adopted  the  following  restrictions  which  are not
fundamental  policies and may be changed  without  shareholder  approval.  It is
contrary to the Fund's present policy to:

      (1)  Invest more than 10% of its total  assets in  securities  not readily
           marketable,  in  repurchase  agreements  maturing  in more than seven
           days, and in other illiquid securities.

      (2)  Purchase  securities  of any issuer  having  less than  three  years'
           continuous  operation  (including  operations of any predecessors) if
           such purchase would cause the value of the Fund's  investments in all
           such issuers to exceed 5% of the value of its total assets;  provided
           that  this  limitation  shall  not  apply to  obligations  issued  or
           guaranteed  by  the  United  States  Government  or its  agencies  or
           instrumentalities  or to Municipal  Obligations other than industrial
           development bonds issued by non-governmental issuers.

      (3)  Invest more than 10% of its assets in securities of other  investment
           companies,  invest more than 5% of its total assets in the securities
           of any  one  investment  company,  or  acquire  more  than  3% of the
           outstanding voting securities of any one investment company except in
           connection with a merger, consolidation or plan of reorganization.

      (4)  Pledge, mortgage or hypothecate its assets, except to secure 
           permitted borrowings.

      (5)  Invest in companies for the purpose of exercising control or 
           management.

      (6)  Write or purchase put or call options.

      (7)  Invest more than 20% of its total  assets in  industrial  development
           bonds the interest on which is treated as a tax  preference  item for
           purposes of the federal alternative minimum tax.

      (8)  Purchase  warrants in excess of 5% of its total  assets,  of which 2%
           may be invested  in  warrants  that are not listed on the New York or
           American Stock Exchange.

      (9)  Invest in real estate limited partnership interests.

      The identification of the issuer of a Municipal  Obligation depends on the
terms and conditions of the security. When the assets and revenues of an agency,
authority,  instrumentality  or other  political  subdivision  are separate from
those of the government creating the subdivision and the security is backed only
by the assets and revenues of the subdivision,  such subdivision would be deemed
to be the sole issuer. Similarly, in the case of an industrial development bond,
if that bond is backed only by the assets and  revenues of the  non-governmental
user, then such non-governmental user would be deemed to be the sole issuer. If,
however, in either case, the creating government or some other entity guarantees
a security, such a guarantee would be considered a separate security and will be
treated as an issue of such government or other entity.

      The Fund may invest without limit in debt  obligations of issuers  located
in the same state and in debt  obligations  which are  repayable  out of revenue
sources  generated from  economically  related  projects or facilities.  Sizable
investments  in such  obligations  could  involve an increased  risk to the Fund
since an economic,  business or political  development  or change  affecting one
security  could also affect  others.  The Fund may also invest  without limit in
industrial  development bonds, but it will not invest more than 20% of its total
assets in any  municipal  obligations  the interest on which is treated as a tax
preference item for purposes of the federal alternative minimum tax.

      The Fund's  Manager  will waive its  management  fee on the Fund's  assets
invested in securities of other  investment  companies.  The Fund will generally
invest  in other  investment  companies  only  for  short-term  cash  management
purposes when the advisor  anticipates  the net return from the investment to be
superior to alternatives then available.  The Fund will generally invest only in
those investment companies that have investment policies requiring investment in
securities comparable in quality to those in which the Fund invests.

FUNDS' INVESTMENTS

      The following information further supplements the discussion of the Funds'
investment   objectives  and  policies  in  the  Prospectus  under  the  caption
"INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS."

      In making  selections of equity securities for the Funds, the Manager will
use an approach described broadly as that of fundamental  analysis.  Three basic
steps are  involved in this  analysis.  First is the  continuing  study of basic
economic  factors  in an effort to  conclude  what the future  general  economic
climate  is  likely to be over the next one to two  years.  Second,  given  some
conviction as to the likely economic  climate,  the Manager attempts to identify
the prospects for the major industrial, commercial and financial segments of the
economy, by looking at such factors as demand for products, capacity to produce,
operating  costs,  pricing  structure,  marketing  techniques,  adequacy  of raw
materials  and  components,  domestic  and  foreign  competition,  and  research
productivity,  to  ascertain  prospects  for  each  industry  for the  near  and
intermediate term. Finally, determinations are made regarding earnings prospects
for individual  companies  within each industry by considering the same types of
factors described above. These earnings prospects are then evaluated in relation
to the current price of the securities of each company.

   
     Although the Funds may pursue the investment  practices described under the
captions Restricted Securities, Foreign Securities, Spread Transactions, Options
on  Securities  and  Securities  Indices,  and Futures  Contracts and Options on
Futures  Contracts,  Forward Foreign  Currency  Exchange  Contracts,  Repurchase
Agreements,  Lending of  Portfolio  Securities  and  When-Issued  and Delayed of
Delivery  Securities,  none of the Funds either committed during the last fiscal
year or currently  intends to commit during the present fiscal year more than 5%
of its net assets to any of the practices,  with the following  exceptions:  (1)
The High Yield Fund's investment in restricted securities exceeded 5% during the
fiscal year ended October 31, 1995. The Fund does not intend to commit more than
5% of its net assets to restricted  securities  during the present  fiscal year;
and (2) The World, Bond and High Yield Funds'  investments in foreign securities
are expected to continue to exceed 5% of each Fund's net assets.
    
Restricted Securities

   
     Each of the  Funds  has  adopted  investment  restrictions  that  limit its
investments in restricted  securities or other  illiquid  securities to 15% (10%
for the  Government  Securities  Income Fund and the Money  Market Funds and not
more than 5% in equity securities) of its assets. The Board of Directors of each
of the  Growth-Oriented  and  Income-Oriented  Funds has adopted  procedures  to
determine  the  liquidity  of  Rule  4(2)  short-term  paper  and of  restricted
securities under Rule 144A.  Securities determined to be liquid pursuant to such
procedures  are excluded  from other  restricted  securities  when  applying the
preceding investment restrictions.
    

      Generally,  restricted  securities are not readily marketable because they
are subject to legal or contractual  restrictions upon resale.  They may be sold
only in a public  offering with respect to which a registration  statement is in
effect under the Securities Act of 1933 or in a transaction which is exempt from
the registration requirements of that act. When registration is required, a Fund
may be  obligated  to pay  all  or  part  of  the  registration  expenses  and a
considerable  period may elapse between the time of the decision to sell and the
time  the  Fund  may  be  permitted  to  sell  a  security  under  an  effective
registration statement. If, during such a period, adverse market conditions were
to develop,  the Fund might obtain a less favorable price than prevailed when it
decided  to  sell.  Restricted  securities  and  other  securities  not  readily
marketable  will be priced at fair value as determined in good faith by or under
the direction of the Board of Directors.

Foreign Securities

   
      Each of the following  Princor  Funds may invest in foreign  securities to
the indicated percentage of its assets: World Fund - 100%; Balanced,  Blue Chip,
Bond, Capital Accumulation, Emerging Growth, Growth, High Yield, Short-Term Bond
Fund and Utilities Funds - 20%.
    

      Investment in foreign securities  presents certain risks,  including those
resulting  from  fluctuations  in  currency   exchange  rates,   revaluation  of
currencies,  the  imposition  of foreign  taxes,  future  political and economic
developments  including  war,  expropriations,   nationalization,  the  possible
imposition of currency exchange controls and other foreign  governmental laws or
restrictions, reduced availability of public information concerning issuers, and
the fact that foreign issuers are not generally  subject to uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements  comparable  to those  applicable  to domestic  issuers.  Moreover,
securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers. In addition, transactions in
foreign  securities may be subject to higher costs,  and the time for settlement
of transactions in foreign  securities may be longer than the settlement  period
for domestic  issuers.  Each Fund's  investment in foreign  securities  may also
result  in  higher  custodial  costs  and the  costs  associated  with  currency
conversions.

Spread Transactions, Options on Securities and Securities Indices, and Futures 
Contracts and Options on Futures Contracts

   
      The Balanced,  Blue Chip,  Bond,  Emerging Growth,  Government  Securities
Income, High Yield,  Short-Term Bond,  Utilities and World Funds may each engage
in the practices  described  under this heading.  The  Tax-Exempt  Bond Fund may
invest in financial  futures  contracts as described under this heading.  In the
following discussion,  the terms "the Fund," "each Fund" or "the Funds" refer to
each of these Funds.
    

      Spread Transactions

      Each Fund may purchase from  securities  dealers  covered spread  options.
Such covered spread  options are not presently  exchange  listed or traded.  The
purchase of a spread option gives the Fund the right to put, or sell, a security
that it owns at a fixed dollar spread or fixed yield spread in  relationship  to
another  security  that the Fund does not own, but which is used as a benchmark.
The risk to the Fund in  purchasing  covered  spread  options is the cost of the
premium paid for the spread option and any transaction costs. In addition, there
is no assurance  that closing  transactions  will be available.  The purchase of
spread  options  can be used to protect  each Fund  against  adverse  changes in
prevailing  credit quality spreads,  i.e., the yield spread between high quality
and lower quality  securities.  The security  covering the spread option will be
maintained in a segregated  account by each Fund's  custodian.  The Funds do not
consider a security  covered by a spread  option to be "pledged" as that term is
used in the Funds' policy limiting the pledging or mortgaging of assets.

      Options on Securities and Securities Indices

      Each Fund may write (sell) and purchase call and put options on securities
in which it may invest and on  securities  indices  based on securities in which
the Fund may invest.  The World Fund may only write  covered call options on its
portfolio  securities;  it may not write or purchase put options.  The Funds may
write call and put options to  generate  additional  revenue,  and may write and
purchase call and put options in seeking to hedge against a decline in the value
of  securities  owned or an increase in the price of  securities  which the Fund
plans to purchase.

           Writing  Covered  Call  and Put  Options.  When a Fund  writes a call
option,  it gives the  purchaser  of the  option,  in return for the  premium it
receives,  the right to buy from the Fund the underlying security at a specified
price at any time before the option expires. When a Fund writes a put option, it
gives the  purchaser of the option,  in return for the premium it receives,  the
right to sell to the Fund the  underlying  security at a specified  price at any
time before the option expires.

      The  premium  received  by a Fund,  when it  writes a put or call  option,
reflects,  among other  factors,  the  current  market  price of the  underlying
security,  the  relationship of the exercise price to the market price, the time
period until the expiration of the option and interest  rates.  The premium will
generate  additional income for the Fund if the option expires unexercised or is
closed out at a profit.  By writing a call,  a Fund  limits its  opportunity  to
profit from any increase in the market value of the  underlying  security  above
the exercise  price of the option,  but it retains the risk of loss if the price
of the security should  decline.  By writing a put, a Fund assumes the risk that
it may have to purchase  the  underlying  security at a price that may be higher
than its market value at time of exercise.

      The Funds write only  covered  options  and will  comply  with  applicable
regulatory  and exchange  cover  requirements.  The Funds  usually will (and the
World Fund must) own the underlying  security  covered by any  outstanding  call
option that it has written.  With respect to an  outstanding  put option that it
has written,  each Fund will deposit and maintain with its custodian  cash, U.S.
Government  securities or other liquid securities with a value at least equal to
the exercise price of the option.

      Once a Fund has written an option, it may terminate its obligation, before
the  option  is  exercised,  by  effecting  a  closing  transaction,   which  is
accomplished by the Fund's purchasing an option of the same series as the option
previously written.  The Funds will have a gain or loss depending on whether the
premium  received when the option was written exceeds the closing purchase price
plus related transaction costs.

           Purchasing Call and Put Options. When a Fund purchases a call option,
it receives, in return for the premium it pays, the right to buy from the writer
of the option the  underlying  security at a specified  price at any time before
the option  expires.  The Fund may purchase call options in  anticipation  of an
increase in the market value of  securities  that it intends  ultimately to buy.
During the life of the call option, the Fund would be able to buy the underlying
security at the exercise price regardless of any increase in the market price of
the  underlying  security.  In order for a call option to result in a gain,  the
market price of the  underlying  security  must rise to a level that exceeds the
sum of the exercise price, the premium paid and transaction costs.

      When a Fund purchases a put option, it receives, in return for the premium
it pays, the right to sell to the writer of the option the  underlying  security
at a  specified  price at any  time  before  the  option  expires.  The Fund may
purchase  put options in  anticipation  of a decline in the market  value of the
underlying  security.  During the life of the put option, the Fund would be able
to sell the underlying  security at the exercise price regardless of any decline
in the market  price of the  underlying  security.  In order for a put option to
result in a gain,  the market price of the  underlying  security  must  decline,
during the option  period,  below the exercise price  sufficiently  to cover the
premium and transaction costs.

      Once a Fund has  purchased  an option,  it may close out its  position  by
selling an option of the same  series as the option  previously  purchased.  The
Fund will have a gain or loss  depending  on  whether  the  closing  sale  price
exceeds the initial purchase price plus related transaction costs.

      None of the Funds will invest  more than 5% of its assets in the  purchase
of call and put options on individual securities, securities indices and futures
contracts.

           Options on  Securities  Indices.  Each Fund may purchase and sell put
and call options on any  securities  index based on securities in which the Fund
may invest.  Securities index options are designed to reflect price fluctuations
in a group of securities or segment of the  securities  market rather than price
fluctuations in a single security.  Options on securities indices are similar to
options on  securities,  except that the exercise of  securities  index  options
requires  cash  payments  and does not  involve  the actual  purchase or sale of
securities.  The Funds would engage in  transactions  in put and call options on
securities indices for the same purposes as they would engage in transactions in
options on securities. When a Fund writes call options on securities indices, it
will hold in its portfolio  underlying  securities which, in the judgment of the
Manager,  correlate  closely with the securities index and which have a value at
least equal to the aggregate amount of the securities index options.

           Risks Associated with Options  Transactions.  An options position may
be closed  out only on an  exchange  which  provides a  secondary  market for an
option of the same series.  Although the Funds will generally  purchase or write
only those  options for which there  appears to be an active  secondary  market,
there is no assurance that a liquid  secondary  market on an exchange will exist
for any  particular  option,  or at any particular  time.  For some options,  no
secondary  market on an exchange or elsewhere may exist.  If a Fund is unable to
effect closing sale  transactions  in options it has  purchased,  the Fund would
have to  exercise  its  options  in order to  realize  any  profit and may incur
transaction  costs upon the purchase or sale of underlying  securities  pursuant
thereto.  If a Fund is unable to effect a  closing  purchase  transaction  for a
covered  option that it has written,  it will not be able to sell the underlying
securities,  or dispose of the assets held in a  segregated  account,  until the
option expires or is exercised.  A Fund's ability to terminate  option positions
established  in  the  over-the-counter  market  may be  more  limited  than  for
exchange-traded  options  and may  also  involve  the risk  that  broker-dealers
participating in such transactions might fail to meet their obligations.

      Futures Contracts and Options on Futures

      Each Fund may purchase and sell financial futures contracts and options on
those contracts.  Financial futures contracts are commodities contracts based on
financial  instruments  such as U.S.  Treasury  bonds or bills or on  securities
indices  such  as the S&P 500  Index.  Futures  contracts,  options  on  futures
contracts and the commodity  exchanges on which they are traded are regulated by
the Commodity Futures Trading Commission ("CFTC"). Through the purchase and sale
of futures  contracts  and related  options,  a Fund may seek to hedge against a
decline  in  securities  owned  by the  Fund  or an  increase  in the  price  of
securities which the Fund plans to purchase.

           Futures  Contracts.  When a Fund sells a futures  contract based on a
financial  instrument,  the Fund  becomes  obligated  to  deliver  that  kind of
instrument  at a  specified  future  time  for a  specified  price.  When a Fund
purchases  that kind of contract,  it becomes  obligated to take delivery of the
instrument  at a  specified  time  and to  pay  the  specified  price.  In  most
instances,  these  contracts  are  closed  out by  entering  into an  offsetting
transaction before the settlement date, thereby canceling the obligation to make
or take  delivery  of  specific  securities.  The Fund  realizes  a gain or loss
depending on whether the price of an offsetting  purchase plus transaction costs
are less or more than the price of the  initial  sale or on whether the price of
an offsetting  sale is more or less than the price of the initial  purchase plus
transaction  costs.  Although the Funds will usually liquidate futures contracts
on financial  instruments in this manner, they may instead make or take delivery
of the underlying securities whenever it appears economically advantageous to do
so.

      A futures  contract based on a securities  index provides for the purchase
or sale of a group of  securities  at a  specified  future  time for a specified
price. These contracts do not require actual delivery of securities,  but result
in a cash settlement based upon the difference in value of the index between the
time the contract was entered into and the time it is  liquidated,  which may be
at its  expiration or earlier if it is closed out by entering into an offsetting
transaction.

      When a futures  contract is  purchased or sold a brokerage  commission  is
paid,  but unlike the  purchase  or sale of a  security  or option,  no price or
premium  is paid or  received.  Instead,  an amount  of cash or U.S.  Government
securities,  which varies,  but is generally about 5% of the contract amount, is
deposited  by the  Fund  with  its  custodian  for the  benefit  of the  futures
commission  merchant  through  which the Fund engages in the  transaction.  This
amount is known as "initial  margin." It does not involve the borrowing of funds
by the Fund to finance the  transaction,  but instead  represents a "good faith"
deposit  assuring the performance of both the purchaser and the seller under the
futures  contract.  It is returned to the Fund upon  termination  of the futures
contract, if all the Fund's contractual obligations have been satisfied.

      Subsequent  payments to and from the broker,  known as "variation margin,"
are  required to be made on a daily  basis as the price of the futures  contract
fluctuates,  making the long or short positions in the futures  contract more or
less valuable, a process known as "marking to market." If the position is closed
out by taking an opposite  position prior to the settlement  date of the futures
contract, a final determination of variation margin is made,  additional cash is
required to be paid to or released by the broker,  and the Fund  realizes a loss
or gain.

      In  using  futures  contracts,  the  Funds  will  seek to  establish  more
certainly  than would  otherwise be possible the  effective  price of or rate of
return on portfolio  securities or securities that the Fund proposes to acquire.
A Fund, for example,  may sell futures  contracts in  anticipation  of a rise in
interest rates which would cause a decline in the value of its debt investments.
When this kind of hedging is successful,  the futures  contracts should increase
in value when the Fund's debt  securities  decline in value and thereby keep the
Fund's net asset value from declining as much as it otherwise  would. A Fund may
also sell futures contracts on securities indices in anticipation of or during a
stock market  decline in an endeavor to offset a decrease in the market value of
its equity  investments.  When a Fund is not fully  invested and  anticipates an
increase  in the cost of  securities  it intends to  purchase,  it may  purchase
financial  futures  contracts.  When  increases  in the prices of  equities  are
expected,  a Fund may purchase futures contracts on securities  indices in order
to gain rapid market exposure that may partially or entirely offset increases in
the cost of the equity securities it intends to purchase.

           Options on Futures.  The Funds may also  purchase  and write call and
put options on futures contracts.  A call option on a futures contract gives the
purchaser  the right,  in return for the  premium  paid,  to  purchase a futures
contract  (assume a long  position)  at a specified  exercise  price at any time
before the option expires. A put option gives the purchaser the right, in return
for the premium paid, to sell a futures contract (assume a short position),  for
a specified exercise price, at any time before the option expires.

      Upon the exercise of a call, the writer of the option is obligated to sell
the futures  contract (to deliver a long  position to the option  holder) at the
option  exercise  price,  which will presumably be lower than the current market
price of the contract in the futures market.  Upon exercise of a put, the writer
of the option is  obligated to purchase  the futures  contract  (deliver a short
position  to the  option  holder)  at the  option  exercise  price,  which  will
presumably  be higher  than the  current  market  price of the  contract  in the
futures market. However, as with the trading of futures, most options are closed
out prior to their expiration by the purchase or sale of an offsetting option at
a market  price that will  reflect an  increase  or a decrease  from the premium
originally paid.

      Options on futures  can be used to hedge  substantially  the same risks as
might be  addressed  by the direct  purchase or sale of the  underlying  futures
contracts.  For example,  if a Fund  anticipated a rise in interest  rates and a
decline in the market value of the debt  securities in its  portfolio,  it might
purchase  put  options or write call  options  on futures  contracts  instead of
selling futures contracts.

      If a Fund  purchases  an  option  on a  futures  contract,  it may  obtain
benefits  similar  to those that would  result if it held the  futures  position
itself.  But in contrast  to a futures  transaction,  the  purchase of an option
involves the payment of a premium in addition to transaction costs. In the event
of an adverse market movement,  however,  the Fund will not be subject to a risk
of loss on the option  transaction  beyond the price of the premium it paid plus
its transaction costs.

      When a Fund writes an option on a futures  contract,  the premium  paid by
the purchaser is deposited with the Fund's custodian, and the Fund must maintain
with its custodian  all or a portion of the initial  margin  requirement  on the
underlying futures contract.  The Fund assumes a risk of adverse movement in the
price of the underlying futures contract  comparable to that involved in holding
a futures  position.  Subsequent  payments  to and from the  broker,  similar to
variation  margin  payments,  are made as the  premium  and the  initial  margin
requirement  are marked to market  daily.  The premium may  partially  offset an
unfavorable  change in the value of portfolio  securities,  if the option is not
exercised,  or it may reduce the amount of any loss  incurred by the Fund if the
option is exercised.

           Risks  Associated  with Futures  Transactions.  There are a number of
risks associated with transactions in futures  contracts and related options.  A
Fund's  successful use of futures  contracts is subject to the Manager's ability
to predict  correctly  the  factors  affecting  the market  values of the Fund's
portfolio securities.  For example, if a Fund was hedged against the possibility
of an increase in interest rates which would  adversely  affect debt  securities
held by the Fund and the prices of those debt securities instead increased,  the
Fund  would  lose  part or all of the  benefit  of the  increased  value  of its
securities  which it  hedged  because  it would  have  offsetting  losses in its
futures  positions.  Other risks  include  imperfect  correlation  between price
movements in the financial instrument or securities index underlying the futures
contract,  on the one  hand,  and the price  movements  of  either  the  futures
contract  itself or the  securities  held by the Fund, on the other hand. If the
prices do not move in the same direction or to the same extent,  the transaction
may result in trading losses.

      Prior to exercise or  expiration,  a position in futures may be terminated
only by entering into a closing  purchase or sale  transaction.  This requires a
secondary  market on the relevant  contract  market.  The Fund will enter into a
futures  contract  or  related  option  only if  there  appears  to be a  liquid
secondary  market  therefor.  There can be no  assurance,  however,  that such a
liquid  secondary  market  will exist for any  particular  futures  contract  or
related option at any specific time. Thus, it may not be possible to close out a
futures position once it has been  established.  Under such  circumstances,  the
Fund would  continue  to be required  to make daily cash  payments of  variation
margin in the event of adverse price movements. In such situations,  if the Fund
has insufficient  cash, it may be required to sell portfolio  securities to meet
daily variation margin  requirements at a time when it may be disadvantageous to
do so. In addition,  the Fund may be required to perform  under the terms of the
futures  contracts it holds.  The inability to close out futures  positions also
could have an  adverse  impact on the Fund's  ability  effectively  to hedge its
portfolio.

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

           Limitations  on the Use of Futures and Options on Futures.  Each Fund
intends to come within an  exclusion  from the  definition  of  "commodity  pool
operator" provided by CFTC regulations by complying with certain  limitations on
the use of futures and related options prescribed by those regulations.

      None of the Funds  will  purchase  or sell  futures  contracts  or options
thereon if  immediately  thereafter  the aggregate  initial  margin and premiums
exceed 5% of the fair  market  value of the Fund's  assets,  after  taking  into
account  unrealized  profits and unrealized  losses on any such contracts it has
entered into (except that in the case of an option that is  in-the-money  at the
time of purchase, the in-the-money amount generally may be excluded in computing
the 5%).

      The  Funds  will  enter  into  futures   contracts  and  related   options
transactions  only for bona fide  hedging  purposes as permitted by the CFTC and
for other appropriate risk management purposes,  if any, which the CFTC may deem
appropriate for mutual funds excluded from the regulations  governing  commodity
pool  operators.  The Funds are not permitted to engage in  speculative  futures
trading.  Each Fund will  determine that the price  fluctuations  in the futures
contracts  and options on futures used for hedging or risk  management  purposes
are substantially  related to price  fluctuations in securities held by the Fund
or which it expects to purchase.  In pursuing  traditional  hedging  activities,
each Fund will sell  futures  contracts  or acquire  puts to  protect  against a
decline  in the  price of  securities  that the Fund  owns,  and each  Fund will
purchase  futures  contracts  or calls on futures  contracts to protect the Fund
against an  increase  in the price of  securities  the Fund  intends to purchase
before it is in a position to do so.

      When a Fund purchases a futures contract,  or purchases a call option on a
futures  contract,  it will  maintain  an amount of cash,  cash  equivalents  or
short-term high-grade  fixed-income  securities in a segregated account with the
Fund's  custodian,  so that the amount so segregated  plus the amount of initial
margin held for the account of its broker equals the market value of the futures
contract.

      The Funds will not maintain  open short  positions  in futures  contracts,
call  options  written  on  futures  contracts,  and  call  options  written  on
securities indices if, in the aggregate, the value of the open positions (marked
to market)  exceeds the current  market value of that portion of its  securities
portfolio being hedged by those futures and options plus or minus the unrealized
gain or loss on those open  positions,  adjusted for the  historical  volatility
relationship  between that portion of the portfolio and the contracts (i.e., the
Beta  volatility  factor).  To the  extent a Fund has  written  call  options on
specific  securities  in that  portion  of its  portfolio,  the  value  of those
securities will be deducted from the current market value of that portion of the
securities  portfolio.  If this  limitation  should be exceeded at any time, the
Fund will take prompt action to close out the  appropriate  number of open short
positions  to  bring  its  open  futures  and  options   positions  within  this
limitation.

Forward Foreign Currency Exchange Contracts

      The World Fund may, but is not  obligated  to, enter into forward  foreign
currency exchange contracts but may do so only under two  circumstances.  First,
when it is  entering  into a  contract  for the  purchase  or sale of a security
denominated in a foreign  currency and wants to "lock-in" the U.S.  dollar price
of the  security.  Second,  when the  Manager  believes  that the  currency of a
particular  foreign  country  in which a portion of the  Fund's  securities  are
denominated may suffer a substantial  decline against the U.S. dollar.  The Fund
generally will not enter into a forward contract with a term of greater than one
year.

      The World Fund will enter into forward foreign currency exchange contracts
only for the purpose of "hedging,"  that is limiting the risks  associated  with
changes in the relative  rates of exchange  between the U.S.  dollar and foreign
currencies in which securities  owned by the Fund are  denominated.  It will not
enter into such forward contracts for speculative purposes. The Fund will set up
a separate account with the Custodian to place foreign securities denominated in
the currency for which the Fund has entered  into  forward  contracts  under the
second  circumstance,  as set forth above, for the term of the forward contract.
It should be noted that the use of forward foreign currency  exchange  contracts
does not eliminate  fluctuations in the underlying prices of the securities.  It
simply  establishes  a rate of  exchange  between  the  currencies  which can be
achieved at some future point in time.  Additionally,  although  such  contracts
tend to  minimize  the risk of loss due to a decline  in the value of the hedged
currency,  they also tend to limit any potential  gain which might result if the
value of the currency increases.

Repurchase Agreements

      All  Princor  Funds  may  invest  in  repurchase  agreements.  None of the
Growth-Oriented or Income-Oriented  Funds will enter into repurchase  agreements
that do not mature within seven days if any such investment, together with other
illiquid  securities  held by the  Fund,  would  amount  to more than 15% of its
assets.  Neither of the Money Market Funds will enter into repurchase agreements
that do not mature  within  seven days of such  investment  together  with other
illiquid  securities  held by the  Fund,  would  amount  to more than 10% of its
assets. Repurchase agreements will typically involve the acquisition by the Fund
of debt securities from a selling financial  institution such as a bank, savings
and loan association or broker-dealer.  A repurchase agreement provides that the
Fund  will sell back to the  seller  and that the  seller  will  repurchase  the
underlying  securities  at a specified  price and at a fixed time in the future.
Repurchase  agreements  may be viewed as loans by a Fund  collateralized  by the
underlying securities  ("collateral").  This arrangement results in a fixed rate
of return that is not subject to market  fluctuation  during the Fund's  holding
period. Although repurchase agreements involve certain risks not associated with
direct  investments  in debt  securities,  each of the Funds follows  procedures
established by its Board of Directors which are designed to minimize such risks.
These procedures  include  entering into repurchase  agreements only with large,
well-capitalized and well-established  financial  institutions,  which have been
approved by the Fund's Board of Directors and which the Fund's Manager  believes
present  minimum  credit  risks.  In  addition,  the  value  of  the  collateral
underlying  the  repurchase  agreement  will  always  be at  least  equal to the
repurchase  price,  including  accrued  interest.  In the event of a default  or
bankruptcy by a selling financial institution, the affected Fund bears a risk of
loss.  In  seeking  to  liquidate  the  collateral,  a Fund may be delayed in or
prevented from exercising its rights and may incur certain costs. Further to the
extent  that  proceeds  from  any  sale  upon a  default  of the  obligation  to
repurchase were less than the repurchase price, the Fund could suffer a loss.

Lending of Portfolio Securities

      All  Princor  Funds,  except  the  Capital  Accumulation,  Growth and Cash
Management Funds, may lend their portfolio securities. None of the Princor Funds
intends to lend its  portfolio  securities  if as a result the aggregate of such
loans  made  by  the  Fund  would  exceed  30% of its  total  assets.  Portfolio
securities may be lent to  unaffiliated  broker-dealers  and other  unaffiliated
qualified  financial  institutions  provided that such loans are callable at any
time on not more than five  business  days'  notice and that cash or  government
securities equal to at least 100% of the market value of the securities  loaned,
determined  daily,  is deposited by the borrower with the Fund and is maintained
each business day in a segregated  account.  While such  securities are on loan,
the borrower  will pay the Fund any income  accruing  thereon,  and the Fund may
invest any cash collateral, thereby earning additional income, or may receive an
agreed-upon fee from the borrower. Borrowed securities must be returned when the
loan  is  terminated.  Any  gain or loss in the  market  price  of the  borrowed
securities  which occurs  during the term of the loan inures to the Fund and its
shareholders. A Fund may pay reasonable administrative, custodial and other fees
in connection  with such loans and may pay a negotiated  portion of the interest
earned  on the  cash or  government  securities  pledged  as  collateral  to the
borrower  or  placing  broker.  A Fund does not vote  securities  that have been
loaned,  but it will call a loan of securities in  anticipation  of an important
vote.

When-Issued and Delayed Delivery Securities

      Each of the Princor Funds may from time to time  purchase  securities on a
when-issued  basis and may  purchase or sell  securities  on a delayed  delivery
basis.  The price of such a transaction is fixed at the time of the  commitment,
but delivery and payment take place on a later  settlement  date, which may be a
month or more  after the date of the  commitment.  No  interest  accrues  to the
purchaser  during  this  period,  and  the  securities  are  subject  to  market
fluctuation,  which involves the risk for the purchaser that yields available in
the market at the time of  delivery  may be higher  than those  obtained  in the
transaction. Each Fund will only purchase securities on a when-issued or delayed
delivery  basis with the intention of acquiring the  securities,  but a Fund may
sell the  securities  before  the  settlement  date,  if such  action  is deemed
advisable.  At the time a Fund makes the commitment to purchase  securities on a
when-issued  or delayed  delivery  basis,  it will  record the  transaction  and
thereafter reflect the value, each day, of the securities in determining its net
asset  value.  Each Fund will  also  establish  a  segregated  account  with its
custodian bank in which it will maintain cash or cash equivalents, United States
Government  securities and other high grade debt  obligations  equal in value to
the Fund's commitments for such when-issued or delayed delivery securities.  The
availability  of  liquid  assets  for  this  purpose  and the  effect  of  asset
segregation  on a Fund's  ability  to meet  its  current  obligations,  to honor
requests for redemption and to have its investment  portfolio  managed  properly
will  limit  the  extent  to which the Fund may  engage  in  forward  commitment
agreements.  Except as may be imposed by these factors, there is no limit on the
percent of a Fund's total assets that may be committed to  transactions  in such
agreements.

Money Market Instruments

      The Cash Management Fund will invest all of its available  assets in money
market instruments  maturing in 397 days or less. The types of instruments which
this Fund may purchase are described in the Prospectus and below.

      (1)  U.S. Government Securities -- Securities issued or guaranteed by the 
           U.S. Government, including treasury bills, notes and bonds.

      (2)  U.S. Government Agency Securities -- Obligations issued or guaranteed
           by agencies or instrumentalities of the U.S. Government.  U.S. agency
           obligations include, but are not limited to, the Bank for 
           Co-operatives, Federal Home Loan Banks, Federal Intermediate Credit 
           Banks, and the Federal National Mortgage Association.  U.S. 
           instrumentality obligations include, but are not limited to, the 
           Export-Import Bank and Farmers Home Administration.  Some obligations
           issued or guaranteed by U.S. Government agencies and 
           instrumentalities are supported by the full faith and credit of the 
           U.S. Treasury, others such as those issued by the Federal National
           Mortgage Association, by discretionary authority of the U.S. 
           Government to purchase certain obligations of the agency or 
           instrumentality, and others, such as those issued by the Student
           Loan Marketing Association, only by the credit of the agency or 
           instrumentality.

      (3)  Bank  Obligations  --  Certificates  of deposit,  time  deposits  and
           bankers'  acceptances of U.S. commercial banks having total assets of
           at least one billion  dollars,  and of the overseas  branches of U.S.
           commercial banks and foreign banks,  which in the Manager's  opinion,
           are of comparable quality,  provided each such bank with its branches
           has total assets of at least five billion dollars,  and certificates,
           including  time  deposits of domestic  savings and loan  associations
           having at least one  billion  dollars in assets  which are insured by
           the Federal  Savings  and Loan  Insurance  Corporation.  The Fund may
           acquire  obligations  of U.S.  banks  which  are not  members  of the
           Federal   Reserve  System  or  of  the  Federal   Deposit   Insurance
           Corporation. Any obligations of foreign banks shall be denominated in
           U.S.  dollars.  Obligations  of  foreign  banks  and  obligations  of
           overseas  branches of U.S.  banks are  subject to somewhat  different
           regulations and risks than those of U.S. domestic banks. For example,
           an issuing  bank may be able to maintain  that the  liability  for an
           investment  is solely that of the overseas  branch which could expose
           the Fund to a  greater  risk of loss.  In  addition,  obligations  of
           foreign banks or of overseas  branches of U.S.  banks may be affected
           by  governmental  action in the  country of domicile of the branch or
           parent bank. Examples of adverse foreign governmental actions include
           the  imposition of currency  controls,  the imposition of withholding
           taxes  on  interest  income  payable  on such  obligations,  interest
           limitations, seizure or nationalization of assets, or the declaration
           of a  moratorium.  Deposits in foreign  banks or foreign  branches of
           U.S.  banks  are  not  covered  by  the  Federal  Deposit   Insurance
           Corporation.  The Fund will only buy short-term instruments where the
           risks of adverse  governmental  action are believed by the Manager to
           be minimal.  The Fund will  consider  these  factors along with other
           appropriate  factors in making an investment decision to acquire such
           obligations  and will only  acquire  those  which,  in the opinion of
           management,  are of an  investment  quality  comparable to other debt
           securities bought by the Fund. The Fund may invest in certificates of
           deposit of selected  banks  having  less than one billion  dollars of
           assets  providing  the  certificates  do  not  exceed  the  level  of
           insurance (currently $100,000) provided by the applicable  government
           agency.

           A certificate of deposit is issued against funds  deposited in a bank
           or savings and loan  association  for a definite period of time, at a
           specified rate of return. Normally they are negotiable.  However, the
           Fund may occasionally invest in certificates of deposit which are not
           negotiable.  Such certificates may provide for interest  penalties in
           the  event  of  withdrawal  prior  to  their  maturity.   A  bankers'
           acceptance is a short-term  credit  instrument issued by corporations
           to finance the import, export, transfer or storage of goods. They are
           termed  "accepted" when a bank  guarantees  their payment at maturity
           and  reflect  the  obligation  of both the bank and drawer to pay the
           face amount of the instrument at maturity.

      (4)  Commercial Paper -- Short-term promissory notes issued by 
           corporations.

      (5)  Short-term  Corporate Debt -- Corporate  notes,  bonds and debentures
           which at the time of  purchase  have  397 days or less  remaining  to
           maturity.

      (6)  Repurchase  Agreements  --  Instruments  under which  securities  are
           purchased  from a bank or securities  dealer with an agreement by the
           seller to repurchase  the  securities at the same price plus interest
           at  a  specified   rate.   (See  "FUND   INVESTMENTS   -   Repurchase
           Agreements.")

      The  ratings of  nationally  recognized  statistical  rating  organization
(NRSRO's),  such as Moody's Investor Services, Inc. ("Moody's") and Standard and
Poor's  ("S&P"),  which are described in Appendix A, represent their opinions as
to the quality of the money market  instruments which they undertake to rate. It
should be  emphasized,  however,  that  ratings are general and are not absolute
standards of quality.  These  ratings,  including  ratings of NRSRO's other than
Moody's  and  S&P,  are  the  initial   criteria  for   selection  of  portfolio
investments, but the Manager will further evaluate these securities.

Municipal Obligations

      The Tax-Exempt  Bond Fund and  Tax-Exempt  Cash  Management  Fund can each
invest in "Municipal  Obligations." Municipal Obligations are obligations issued
by or on behalf of states, territories, and possessions of the United States and
the  District  of  Columbia  and  their  political  subdivisions,  agencies  and
instrumentalities,  including municipal  utilities,  or multi-state  agencies or
authorities,  the interest  from which is exempt from federal  income tax in the
opinion of bond counsel to the issuer. Three major  classifications of Municipal
Obligations are Municipal Bonds,  which generally have a maturity at the time of
issue of one year or more,  Municipal Notes,  which generally have a maturity at
the time of issue of six months to three years, and Municipal  Commercial Paper,
which  generally  has a  maturity  at the time of issue of 30 to 270  days.  The
Tax-Exempt Cash Management Fund will only purchase  Municipal  Obligations that,
at the time of purchase,  have 397 days or less  remaining to maturity or have a
variable or floating rate of interest.

      The term  "Municipal  Obligations"  includes  debt  obligations  issued to
obtain funds for various public  purposes,  including the construction of a wide
range  of  public  facilities  such as  airports,  bridges,  highways,  housing,
hospitals,  mass transportation,  schools, streets and water and sewer works and
electric utilities. Other public purposes for which Municipal Obligations may be
issued include refunding  outstanding  obligations,  obtaining funds for general
operating  expenses  and lending  such funds to other  public  institutions  and
facilities.

      Industrial  development bonds issued by or on behalf of public authorities
to  obtain  funds  to  provide  for  the  construction,   equipment,  repair  or
improvement  of  privately  operated  housing  facilities,   sports  facilities,
convention or trade show facilities,  airport, mass transit, industrial, port or
parking facilities,  air or water pollution control facilities and certain local
facilities for water supply, gas,  electricity or sewage or solid waste disposal
are  considered  to be  Municipal  Obligations  if  the  interest  paid  thereon
qualifies  as exempt from  federal  income tax in the opinion of bond counsel to
the issuer,  even though the interest may be subject to the federal  alternative
minimum tax.

      Municipal  Bonds.  Municipal Bonds may be either  "general  obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its faith,  credit and taxing power for the payment of principal  and  interest.
Revenue bonds are payable from the revenues  derived from a particular  facility
or class of facilities or, in some cases,  from the proceeds of a special excise
tax or other  specific  revenue source (e.g.,  the user of the facilities  being
financed),  but not from the general taxing power.  Industrial development bonds
and pollution control bonds in most cases are revenue bonds and generally do not
carry the pledge of the credit of the issuing  municipality.  The payment of the
principal and interest on industrial revenue bonds depends solely on the ability
of the user of the  facilities  financed  by the  bonds  to meet  its  financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment.  The Fund may also invest in "moral obligation" bonds
which are normally issued by special purpose public authorities. If an issuer of
moral obligation  bonds is unable to meet its obligations,  the repayment of the
bonds  becomes a moral  commitment  but not a legal  obligation  of the state or
municipality in question.

      Municipal  Notes.  Municipal Notes usually are general  obligations of the
issuer  and are sold in  anticipation  of a bond  sale,  collection  of taxes or
receipt of other  revenues.  Payment of these notes is primarily  dependent upon
the  issuer's  receipt  of  the  anticipated   revenues.   Other  notes  include
"Construction Loan Notes" issued to provide construction  financing for specific
projects,  and "Bank Notes" issued by local governmental  bodies and agencies to
commercial  banks as evidence of borrowings.  Some notes  ("Project  Notes") are
issued by local  agencies  under a program  administered  by the  United  States
Department  of Housing and Urban  Development.  Project Notes are secured by the
full faith and credit of the United States.

      Bond  Anticipation  Notes (BANs) are usually general  obligations of state
and local  governmental  issuers which are sold to obtain interim  financing for
projects  that will  eventually  be funded  through the sale of  long-term  debt
obligations  or bonds.  The ability of an issuer to meet its  obligations on its
BANs is primarily  dependent on the issuer's  access to the long-term  municipal
bond market and the likelihood that the proceeds of such bond sales will be used
to pay the principal and interest on the BANs.

      Tax Anticipation Notes (TANs) are issued by state and local governments to
finance the current operations of such governments. Repayment is generally to be
derived from specific future tax revenues.  TANs are usually general obligations
of the issuer.  A weakness in an issuer's  capacity to raise taxes due to, among
other  things,  a  decline  in its tax  base or a rise in  delinquencies,  could
adversely  affect the issuer's  ability to meet its  obligations  on outstanding
TANs.

      Revenue   Anticipation   Notes  (RANs)  are  issued  by   governments   or
governmental  bodies with the expectation that future revenues from a designated
source will be used to repay the notes. In general they also constitute  general
obligations of the issuer. A decline in the receipt of projected revenues,  such
as anticipated revenues from another level of government, could adversely affect
an issuer's  ability to meet its  obligations on outstanding  RANs. In addition,
the possibility  that the revenues would,  when received,  be used to meet other
obligations  could  affect the  ability of the issuer to pay the  principal  and
interest on RANs.

      Construction Loan Notes are issued to provide  construction  financing for
specific projects. Frequently, these notes are redeemed with funds obtained from
the Federal Housing Administration.

      Bank Notes are notes issued by local governmental bodies and agencies such
as those  described  above to commercial  banks as evidence of  borrowings.  The
purpose for which the notes are issued are varied but they are frequently issued
to meet short-term  working-capital  or  capital-project  needs. These notes may
have risks similar to the risks associated with TANs and RANs.

      Municipal   Commercial  Paper.   Municipal   Commercial  Paper  refers  to
short-term  obligations of municipalities  which may be issued at a discount and
may be referred to as Short-Term Discount Notes.  Municipal  Commercial Paper is
likely to be used to meet seasonal  working  capital needs of a municipality  or
interim  construction  financing  and to be paid from  general  revenues  of the
municipality  or  refinanced  with  long-term  debt.  In  most  cases  Municipal
Commercial  Paper is backed by  letters  of  credit,  lending  agreements,  note
repurchase  agreements or other credit facility  agreements  offered by banks or
other institutions.

      Variable and Floating Rate  Obligations.  Certain  Municipal  Obligations,
obligations  issued or  guaranteed  by the U.S.  government  or its  agencies or
instrumentalities  and debt instruments issued by domestic banks or corporations
may carry variable or floating rates of interest. Such instruments bear interest
at rates which are not fixed,  but which vary with changes in  specified  market
rates or indices,  such as a bank prime rate or  tax-exempt  money market index.
Variable  rate notes are  adjusted  to current  interest  rate levels at certain
specified  times,  such as every  30 days,  as set  forth in the  instrument.  A
floating rate note adjusts automatically  whenever there is a change in its base
interest  rate  adjustor,  e.g., a change in the prime lending rate or specified
interest  rate  indices.   Typically  such  instruments  carry  demand  features
permitting the Fund to redeem at par upon specified notice.

      A Fund's right to obtain payment at par on a demand instrument upon demand
could be affected by events occurring between the date the Fund elects to redeem
the  instrument  and the date  redemption  proceeds  are due which  affects  the
ability  of the issuer to pay the  instrument  at par value.  The  Manager  will
monitor  on an  ongoing  basis  the  pricing,  quality  and  liquidity  of  such
instruments  and will  similarly  monitor  the  ability of an issuer of a demand
instrument,  including  those supported by bank letters of credit or guarantees,
to pay principal and interest on demand.  Although the ultimate maturity of such
variable rate obligations may exceed one year, the Funds will treat the maturity
of each variable  rate demand  obligation as the longer of (i) the notice period
required before the Fund is entitled to payment of the principal  amount through
demand,  or (ii) the period  remaining until the next interest rate  adjustment.
Floating  rate  instruments  with demand  features are deemed to have a maturity
equal to the  period  remaining  until the  principal  amount  can be  recovered
through demand.

      The Funds may purchase from financial institutions participation interests
in variable rate Municipal Obligations (such as industrial development bonds). A
participation  interest  gives  the  purchaser  an  undivided  interest  in  the
Municipal Obligation in the proportion that its participation  interest bears to
the total principal amount of the Municipal Obligation.  A Fund has the right to
demand  payment  on  seven  days'  notice,  for all or any  part  of the  Fund's
participation interest in the Municipal Obligation,  plus accrued interest. Each
participation interest is backed by an irrevocable letter of credit or guarantee
of a bank.  Banks will  retain a service  and letter of credit fee and a fee for
issuing repurchase  commitments in an amount equal to the excess of the interest
paid on the  Municipal  Obligations  over the  negotiated  yield  at  which  the
instruments  were  purchased  by the Funds.  No Fund  committed  during the last
fiscal year or currently  intends to commit during the present  fiscal year more
than 5% of its net assets to participation interests.

      Other  Municipal  Obligations.  Other kinds of Municipal  Obligations  are
occasionally  available in the marketplace,  and a Fund may invest in such other
kinds of obligations to the extent consistent with its investment  objective and
limitations.  Such  obligations  may be issued for  different  purposes and with
different security than those mentioned above.

      Risks of Municipal  Obligations.  The yields on Municipal  Obligations are
dependent  on a variety of factors,  including  general  economic  and  monetary
conditions,  money  market  factors,  conditions  in the  Municipal  Obligations
market, size of a particular offering, maturity of the obligation, and rating of
the issue.  Each Fund's  ability to achieve  its  investment  objective  is also
dependent on the continuing ability of the issuers of the Municipal  Obligations
in which it invests to meet their  obligation  for the payment of  interest  and
principal when due.

      Municipal  Obligations  are  subject  to  the  provisions  of  bankruptcy,
insolvency and other laws  affecting the rights and remedies of creditors,  such
as the  Federal  Bankruptcy  Act,  and laws,  if any,  which may be  enacted  by
Congress or any state  extending  the time for payment of principal or interest,
or both, or imposing other  constraints  upon enforcement of such obligations or
upon  municipalities to levy taxes. The power or ability of issuers to pay, when
due,  principal of and interest on Municipal  Obligations may also be materially
affected by the results of litigation or other conditions.

      From time to time,  proposals have been introduced before Congress for the
purpose of  restricting  or  eliminating  the federal  income tax  exemption for
interest on Municipal Obligations. It may be expected that similar proposals may
be introduced in the future. If such a proposal were enacted, the ability of the
Funds to pay "exempt interest" dividends may be adversely affected and each Fund
would re-evaluate its investment  objective and policies and consider changes in
its structure.

Taxable Investments of the Tax-Exempt Bond Fund

      The  Tax-Exempt  Bond Fund may  invest up to 20% of its  assets in taxable
short-term  investments  consisting of:  Obligations issued or guaranteed by the
United  States  Government or its agencies or  instrumentalities;  domestic bank
certificates  of deposit and bankers'  acceptances;  short-term  corporate  debt
securities  such  as  commercial  paper;  and  repurchase  agreements  ("Taxable
Investments"). These investments must have a stated maturity of one year or less
at the time of purchase and must meet the following  standards:  banks must have
assets of at least $1  billion;  commercial  paper must be rated at least "A" by
S&P or "Prime" by Moody's or, if not rated,  must be issued by companies  having
an outstanding debt issue rated at least "A" by S&P or Moody's;  corporate bonds
and  debentures  must be rated at least "A" by S&P or Moody's.  Interest  earned
from Taxable  Investments will be taxable to investors.  When, in the opinion of
the Fund's Manager, it is advisable to maintain a temporary "defensive" posture,
the Fund may invest more than 20% of its total assets in Taxable Investments. At
other times,  Taxable  Investments,  Municipal  Obligations that do not meet the
quality  standards  required for the 80% portion of the  portfolio and Municipal
Obligations  the  interest  on which is  treated  as a tax  preference  item for
purposes  of the  federal  alternative  minimum  tax will not  exceed 20% of the
Fund's total assets.

Temporary Investments for the Tax-Exempt Cash Management Fund

      The Tax-Exempt Cash Management Fund may invest,  on a temporary  basis, up
to 20% of its net  assets  in  taxable  short-term  investments  consisting  of:
Obligations issued or guaranteed by the United States Government or its agencies
or instrumentalities;  U.S. dollar denominated certificates of deposit issued by
U.S.  banks and bankers'  acceptances;  commercial  paper of U.S.  corporations;
short-term  corporate debt  securities;  and repurchase  agreements  ("Temporary
Investments"). These investments must have a stated maturity of 397 days or less
at the  time of  purchase  and  must  meet  the  same  standards  that  apply to
securities in which the Cash  Management  Fund may invest.  Interest earned from
Temporary Investments will be taxable to investors.  When, in the opinion of the
Fund's Manager, it is advisable to maintain a temporary "defensive" posture, the
Fund may invest more than 20% of its total assets in Temporary Investments.

Portfolio Turnover

   
      Portfolio  turnover will normally differ for each Fund, may vary from year
to year,  as well as  within a year,  and may be  affected  by  portfolio  sales
necessary  to  meet  cash  requirements  for  redemptions  of Fund  shares.  The
portfolio  turnover  rate for a Fund is  calculated  by  dividing  the lesser of
purchases  or sales of its  portfolio  securities  during the fiscal year by the
monthly  average of the value of its portfolio  securities  (excluding  from the
computation all securities,  including  options,  with maturities at the time of
acquisition  of one year or less). A high rate of portfolio  turnover  generally
involves  correspondingly  greater brokerage commission expenses,  which must be
borne directly by the Fund.  Although the rate of portfolio turnover will not be
a limiting  factor when it is deemed  appropriate to purchase or sell securities
for a Fund,  each Fund  intends to limit  turnover so that  realized  short-term
gains on  securities  held for less than three months do not exceed 30% of gross
income  in order to  qualify  as a  "regulated  investment  company"  under  the
Internal Revenue Code. This requirement may in some cases limit the ability of a
Fund to effect certain portfolio transactions. No portfolio turnover rate can be
calculated  for the Money Market Funds  because of the short  maturities  of the
securities in which they invest.  The portfolio  turnover  rates for each of the
other Funds for its most recent and immediately preceding fiscal periods were as
follows (annualized when reporting period is less than one year):  Balanced Fund
- - 35.8% and  14.4%;  Blue Chip Fund  26.1% and 5.5%;  Bond Fund - 5.1% and 8.9%;
Capital  Accumulation  Fund - 46.0% and 31.7%;  Emerging Growth Fund - 13.5% and
8.1%;  Government  Securities Income Fund - 10.1% and 24.8%; Growth Fund - 12.2%
and 13.6%;  High Yield Fund - 40.3% and 27.2%;  Tax-Exempt Bond Fund - 17.6% and
20.6%;  Utilities Fund - 13.0% and 13.8%;  World Fund - 35.4% and 13.2%. In view
of the  Short-Term  Bond Fund's  investment  objective and portfolio  management
policies  it is  anticipated  that its annual  portfolio  turnover  rate  should
generally not exceed 50%, but in any  particular  year market  conditions  could
result in portfolio activity greater than anticipated.
    

DIRECTORS AND OFFICERS OF THE FUNDS

   
      The  following  listing  discloses  the  principal  occupations  and other
principal business  affiliations of the Funds' Officers and Directors during the
past five years.  All  Directors  and  Officers  listed  here also hold  similar
positions with each of the other mutual funds sponsored by Principal Mutual Life
Insurance Company except Principal Special Markets Fund, Inc.  All mailing 
addresses are The Principal Financial Group, Des Moines, Iowa 50392, unless 
otherwise indicated.
    

     @James D.  Davis,  61,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
Attorney. Vice President, Deere and Company, Retired.

   
     *Roy W. Ehrle,  67,  Director.  2424 Jordan Trail,  West Des Moines,  Iowa.
Retired. Prior thereto, Vice Chairman,  Principal Mutual Life Insurance Company.
Vice  Chairman  of the  Board  and  Director,  Princor  Management  Corporation.
Chairman of the Board and Director,  Invista Capital Management,  Inc. Director,
Iowa Business Development Credit Corporation.
    

     Pamela A. Ferguson, 52, Director.  P.O. Box 805, Grinnell,  Iowa. President
and  Professor of  Mathematics,  Grinnell  College  since 1991.  Prior  thereto,
Associate Provost and Dean of the Graduate School, University of Miami.

   
     @Richard W. Gilbert, 55, Director.  543 Park Drive,  Kenilworth,  Illinois.
President, Gilbert Communications, Inc. since 1993. Prior thereto, President and
Publisher, Pioneer Press.

     *&J. Barry Griswell,  46,  Director and Chairman of the Board.  Senior Vice
President,  Principal Mutual Life Insurance Company,  since 1991. Prior thereto,
Agency  Vice  President.  Director and Chairman of the Board, Princor Management
Corporation, Princor Financial Services Corporation.
    

   
     *&Stephan L. Jones, 60, Director and President.  Vice President,  Principal
Mutual Life  Insurance  Company  since 1986.  Director  and  President,  Princor
Financial Services Corporation and Princor Management Corporation.
    

     *Ronald E. Keller, 59, Director. Executive Vice President, Principal Mutual
Life  Insurance  Company  since 1992.  Prior  thereto,  Senior  Vice  President,
Principal Mutual Life Insurance  Company.  Director,  Princor Financial Services
Corporation and Princor Management Corporation.  Director and Chairman,  Invista
Capital Management, Inc.

     Barbara A. Lukavsky,  55, Director.  3920 Grand Avenue,  Des Moines,  Iowa.
President, Lu San, Inc.

     @&Richard G. Peebler,  66, Director.  1916 79th Street,  Des Moines,  Iowa.
Professor,  Drake  University,  College of Business  and Public  Administration,
since 1990. President, Drake-Des Moines Development Corporation 1986-1990.

   
     Kristian E. Anderson, 37, Assistant Counsel.  Counsel,  Principal
Mutual Life Insurance  Company since 1989.  Prior thereto,  Attorney  1988-1989;
Attorney Advisor, United States International Trade Commission, 1985-1988.
    

     Craig L. Bassett, 43, Assistant Treasurer.  Associate Treasurer,  Principal
Mutual Life Insurance Company since 1988. Assistant Treasurer,  1984-1988. Prior
thereto, Manager, Investment-Securities and Accounting.

   
     *Michael J. Beer, 35, Vice President and Financial Officer.  Vice President
and Chief Operating Officer,  Princor Financial Services Corporation and Princor
Management Corporation, since 1995; Financial Officer, 1991-1995. Prior thereto,
Accounting Manager, Principal Mutual Life Insurance Company.
    

     Arthur S. Filean, 57, Vice President and Secretary. Vice President, Princor
Financial Services Corporation, since 1990.

   
     *Ernest H. Gillum,  40,  Assistant  Secretary.  Assistant  Vice  President,
Registered   Products,   Princor  Financial  Services  Corporation  and  Princor
Management Corporation,  since 1995; Product Development and Compliance Officer,
1991-1995.  Prior thereto,  Registered  Investments Products Manager,  Principal
Mutual Life Insurance Company.

     *Michael D. Roughton, 44, Counsel. Counsel, Principal Mutual Life Insurance
Company since 1994; Prior thereto,  Assistant Counsel.  Counsel, Invista Capital
Management,  Inc., Princor Financial Services  Corporation,  Principal Investors
Corporation and Princor Management Corporation.
    

     *Jerry G.  Wisgerhof,  58,  Treasurer.  Treasurer,  Principal  Mutual  Life
Insurance  Company.  Treasurer,  Princor Financial  Services  Corporation.  Vice
President and Treasurer, Princor Management Corporation.

      @ Member of Audit and Nominating Committee.

      * Affiliated  with the Manager of the Fund or its parent and considered an
"Interested  Person,"  as  defined in the  Investment  Company  Act of 1940,  as
amended.

      & Member of the Executive Committee. The Executive Committee is elected by
the  Board  of  Directors  and may  exercise  all the  powers  of the  Board  of
Directors,  with certain exceptions,  when the Board is not in session and shall
report its actions to the Board.

   
      During  the  period  ended  October  31,  1995,  the Funds did not pay any
salaries  directly  to  officers  but paid  management  fees to the  Manager  as
described herein.  During such period,  six directors of each Fund (those who 
are not officers or directors of the Manager) as a group received the
following  amounts in directors'  fees ($600 Annual Retainer plus $150 per Board
of Directors or Audit and Nominating  Committee  meeting  attended,  and $75 for
attendance  at any  executive or special  committee  meetings)  plus expenses of
attending the meeting,  if any: Balanced Fund,  $7,825;  Blue Chip Fund, $7,825;
Bond Fund, $7,825;  Capital  Accumulation  Fund,  $8,125;  Cash Management Fund,
$7,824; Emerging Growth Fund, $8,125; Government Securities Fund, $7,825; Growth
Fund, $8,125; High Yield Fund, $7,825;  Tax-Exempt Bond Fund, $7,825; Tax-Exempt
Cash Management Fund, $7,825; Utilities Fund, $7,825; and World Fund, $7,975.

      The following information relates to compensation paid by each fund during
the fiscal year ended  October 31, 1995.  James D. Davis and Pamela A.  Ferguson
received  $1,350 from each Princor Fund,  except the Short-Term  Bond Fund, from
which each  received  $150.  Roy W.  Ehrle,  Richard W.  Gilbert  and Barbara A.
Lukavsky each received $1,200 from each Princor Fund, except the Short-Term Bond
Fund from which each received $150. Richard G. Peebler received $1,350 from each
Princor Fund, except the Capital Accumulation Fund, Emerging Growth Fund, Growth
Fund and World  Fund,  from which he  received  $1,500  from each fund,  and the
Short-Term Bond Fund from which he received $150.

      None  of the  mutual  funds  provide  retirement  benefits  for any of the
directors.  Total compensation from each of the 26 investment companies included
in the fund complex for the fiscal year ended October 31, 1995 was as follows:

     James D.  Davis,  $33,750;  Roy W.  Ehrle,  $28,950;  Pamela  A.  Ferguson,
$33,750; Richard W. Gilbert, $28,950; Barbara A. Lukavsky,  $30,150; and Richard
G. Peebler, $34,425.


    
   
      As of October 31, 1995,  Principal Mutual Life Insurance Company, a mutual
life  insurance   company  organized  in  1879  under  the  laws  of  Iowa,  its
subsidiaries  and  affiliates  owned of record and  beneficially  the  following
number of voting shares or percentage of the  outstanding  voting shares of each
Fund:
                                     No. of            % of Outstanding
          Fund                       Shares                 Shares
                                      Owned                 Owned
         Balanced                    673,430                      15.85%
         Blue Chip                   654,681                       26.63
         Bond                        178,361                        1.86
         Capital Accumulation      6,477,046                       44.88
         Cash Management          11,768,274                        1.89
         Emerging Growth              46,778                        0.92
         Government Securities 
           Income                     94,137                        0.40
         Growth                       37,609                        0.77
         High Yield                1,090,093                       36.56
         Tax-Exempt Bond              92,614                        0.61
         Tax-Exempt Cash 
           Management              1,026,549                        1.03
         Utilities                   285,351                        4.47
         World                     3,583,266                       20.00

      As of October 31, 1995, the Officers and Directors of each Fund as a group
owned less than 1% of the outstanding shares of any of the Funds.
    

MANAGER AND SUB-ADVISOR

      The  Manager of each of the Funds is  Princor  Management  Corporation,  a
wholly-owned  subsidiary of Princor  Financial  Services  Corporation which is a
wholly-owned subsidiary of Principal Holding Company.  Principal Holding Company
is a holding company which is a wholly-owned subsidiary of Principal Mutual Life
Insurance  Company,  a mutual life insurance company organized in 1879 under the
laws of the state of Iowa. The address of the Manager is The Principal Financial
Group,  Des Moines,  Iowa  50392-0200.  The Manager was organized on January 10,
1969 and since that time has managed various mutual funds sponsored by Principal
Mutual Life Insurance Company.

   
      The Manager has executed an agreement  with  Invista  Capital  Management,
Inc. ("Invista") under which Invista has agreed to assume the obligations of the
Manager to provide investment  advisory services for each of the Growth-Oriented
Funds, the Government  Securities  Income Fund, the Short-Term Bond Fund and the
Utilities  Fund.  The Manager will  reimburse  Invista for the cost of providing
these  services.  Invista,  an indirectly  wholly-owned  subsidiary of Principal
Mutual Life  Insurance  Company and an affiliate of the Manager,  was founded in
1985 and manages  investments for institutional  investors,  including Principal
Mutual Life Insurance Company.  Assets under management at October 31, 1995 were
approximately  $14.6 billion.  Invista's  address is 1500 Hub Tower, 699 Walnut,
Des Moines, Iowa 50309.
    

      The  Manager,  Invista and each of the Funds have adopted a Code of Ethics
designed to prevent  persons with access to information  regarding the portfolio
trading  activity of the Funds from using that  information  for their  personal
benefit.  In certain  circumstances  personal securities trading is permitted in
accordance  with  procedures  established  by the Code of  Ethics.  The Board of
Directors for the Manager,  Invista and each of the Funds  periodically  reviews
the Code of Ethics.

      Each of the  persons  affiliated  with a Fund  who is  also an  affiliated
person  of the  Manager  or  Sub-Advisor  is  named  below,  together  with  the
capacities in which such person is affiliated:
<TABLE>
<CAPTION>
   
                                           Office Held With                           Office Held With
       Name                                    Each Fund                             The Manager/Invista
<S>                                      <C>                                 <C>
Michael J. Beer                          Financial Officer                   Vice President and Chief Operating Officer (Manager)
Ernest H. Gillum                         Assistant Secretary                 Assistant Vice President, Registered Products (Manager)
J. Barry Griswell                        Director and Chairman               Director and Chairman of
                                           of the Board                        the Board (Manager)
Stephan L. Jones                         Director and President              Director and President (Manager)
Ronald E. Keller                         Director                            Director (Manager)
                                                                                                     Director and Chairman of
                                                                               the Board (Invista)
Michael D. Roughton                      Counsel                             Counsel (Manager; Invista)
Jerry G. Wisgerhof                       Treasurer                           Vice President and Treasurer (Manager)
    
</TABLE>

COST OF MANAGER'S SERVICES

       For providing  the  investment  advisory  services,  and specified  other
services,  the Manager,  under the terms of the  Management  Agreement  for each
Fund,  is  entitled  to receive a fee  computed  and  accrued  daily and payable
monthly, at the following annual rates:
                                               Balanced, High
                            World   Emerging      Yield and
  Net Asset Value of Fund    Fund    Growth    Utilities Fund   All Other Funds
                                      Fund
     First $100,000,000      .75%     .65%          .60%             .50%
      Next 100,000,000       .70%     .60%          .55%             .45%
      Next 100,000,000       .65%     .55%          .50%             .40%
      Next 100,000,000       .60%     .50%          .45%             .35%
      Over 400,000,000       .55%     .45%          .40%             .30%

      There is no  assurance  that  any of the  Funds'  net  assets  will  reach
sufficient  amounts to be able to take advantage of the rate decreases.  The net
asset  value of each Fund on October  31,  1995 and the rate of the fee for each
Fund for investment  management services as provided in the Management Agreement
for the fiscal year then ended were as follows:

- --------------------------------------------------------------------------------
                                                                Management Fee
                                       Net Assets as of    For Fiscal Year Ended
                   Fund                October 31, 1995      October 31, 1995
        --------------------------     ----------------      ----------------

   
        Balanced                          $58,388,354              .60%
        Blue Chip                          36,943,739              .50
        Bond                              109,669,504              .50*
        Capital Accumulation              341,904,467              .45
        Cash Management                   624,072,015              .38*
        Emerging Growth                   159,608,614              .64
        Government Securities Income      265,827,507              .46
        Growth                            182,606,856              .48
        High Yield                         24,028,813              .60
        Tax-Exempt Bond                   183,201,423              .48
        Tax-Exempt Cash Management         99,913,684              .50*
        Utilities                          69,825,370              .60*
        World                             130,462,176              .74
    

        * Before waiver.
- --------------------------------------------------------------------------------


   
      The  Manager  intends to  voluntarily  waive a portion of its fee and,  if
necessary, pay expenses normally payable by the Short-Term Bond Fund through the
period ending February 28, 1997 in an amount that will maintain a total level of
operating  expenses,  which as a percent of average net assets attributable to a
class on an  annualized  basis will not  exceed  .90% for the Class A shares and
1.15% for the Class B shares.

      Under a Sub-Advisory  Agreement  between Invista and the Manager,  Invista
performs all the investment  advisory  responsibilities of the Manager under the
Management  Agreement for the Growth-Oriented  Funds, the Government  Securities
Income Fund, the  Short-Term  Bond Fund and the Utilities Fund and is reimbursed
by the Manager for the cost of providing such services.
    

      The  Manager  pays  for  office  space,  facilities  and  simple  business
equipment  and the costs of  keeping  the books of the Fund.  The  Manager  also
compensates  all personnel who are officers and directors,  if such officers and
directors are also affiliated with the Manager.

      Each Fund pays all its other corporate  expenses incurred in the operation
of the Fund and the continuous  public  offering of its shares,  but not selling
expenses.  Among  other  expenses,  the Fund pays its taxes (if any),  brokerage
commissions  on portfolio  transactions,  interest,  the cost of stock issue and
transfer and dividend  disbursement,  administration  of  shareholder  accounts,
custodial fees, expenses of registering and qualifying shares for sale after the
initial  registration,  auditing  and  legal  expenses,  fees  and  expenses  of
unaffiliated directors, and costs of shareholder meetings. The Manager pays most
of these expenses in the first instance,  and is reimbursed for them by the Fund
as provided in the Management Agreement. The Manager also is responsible for the
performance of certain of the functions  described  above,  such as transfer and
dividend  disbursement and administration of shareholder  accounts,  the cost of
which the Manager is reimbursed by the Fund.

      If aggregate  annual expenses of a Fund of every  character  including the
fee  received by the Manager for  managing  the Fund,  but  excluding  portfolio
brokerage  commissions  and  interest  and taxes  exceed for any fiscal year the
lowest  applicable  percentage of average net assets  prescribed by any state in
which Fund  shares  are  qualified  for sale,  the  Manager  has  undertaken  to
reimburse the Fund the amount of the excess as promptly as practicable after the
end of  the  fiscal  year.  The  Funds  understand  that  the  most  restrictive
limitation is presently 2 1/2% of the first  $30,000,000  of average  annual net
assets,  2% of the next  $70,000,000 of such assets and 1 1/2% of such assets in
excess thereof.

      Fees paid for investment  management services during the periods indicated
were as follows:

   
- --------------------------------------------------------------------------------
                                                  Management Fees For
                                            Fiscal Years Ended October 31,
                     Fund               1995             1994          1993
                     ----               ----             ----          ----
Balanced                            $ 330,469        $ 282,514   $   212,464
Blue Chip                             154,603          125,655       110,869
Bond                                  489,133*         447,108*      366,278*
Capital Accumulation                1,380,466        1,212,997     1,012,257
Cash Management                     1,980,472*       1,324,627*    1,248,729*
Emerging Growth                       772,512          463,046       239,952
Government Securities Income        1,165,241        1,178,688       953,871
Growth                                701,276          485,565       354,714
High Yield                            129,542          119,036       105,024
Tax-Exempt Bond                       828,825          854,230       669,681
Tax-Exempt Cash Management            471,994*         406,047*      393,278*,**
Utilities                             367,403*         340,121*      156,699**
World                                 881,227          716,044       338,435
    
* Before waiver.
**Period from November 16, 1992 (Commencement of Operations) through
 October 31, 1993.
- --------------------------------------------------------------------------------

   
       The Manager waived $86,318, $120,999 and $111,162 of its fee for the Bond
Fund for the years ended  October 31,  1995,  1994 and 1993,  respectively.  The
Manager  also  waived  $138,673,  $150,515,  and $131,442   of its  fee  for the
Tax-Exempt  Cash  Management Fund for the years ended October 31, 1995, 1994 and
1993, respectively.  The Manager also waived $296,359,  $595,343 and $468,387 of
its fee for the Cash  Management Fund for the years ended October 31, 1995, 1994
and 1993, respectively.  The Manager also waived $144,581, $284,836 and $152,483
of its fee for the Utilities  Fund for the period ended October 31, 1993 and the
years ended October 31, 1994 and 1995, respectively.
    
<PAGE>
     Costs reimbursed to the Manager during the periods  indicated for providing
other services pursuant to the Management Agreement were as follows:

   
                                              Reimbursement by Fund
                                               of Certain Costs For
                                          Fiscal Years Ended October 31,
         Fund                             1995           1994          1993
         ----                             ----           ----          ----

     Balanced                          $220,147    $   241,156     $ 145,726
     Blue Chip                          146,409        123,381        87,667
     Bond                               213,198        226,146       205,434
     Capital Accumulation               510,906        513,568       385,413
     Cash Management                  1,494,200      1,077,477       973,866
     Emerging Growth                    612,488        514,920       251,632
     Government Securities Income       435,625        545,148       441,849  
     Growth                             584,133        455,138       335,522
     High Yield                         86,915         76,576        67,329
     Tax-Exempt Bond                    193,662        254,209       227,001
     Tax-Exempt Cash Management         214,963        205,771       234,960
     Utilities                          211,232        281,532       157,417*
     World                              525,897        502,953       183,461
    * Period from November 16, 1992 (Date Operations Commenced) through
      October 31, 1993.

NOTE:  The  Manager  voluntarily  waived a portion  of its  management  fees for
Princor Cash Management Fund, Inc. and Princor  Tax-Exempt Cash Management Fund,
Inc.  throughout  the fiscal years ended  October 31, 1993,  1994 and 1995.  The
Manager intends to continue its voluntary waiver and, if necessary, pay expenses
normally  payable by each of these Funds through  February 28, 1997 in an amount
that will maintain a total level of operating  expenses which as a percentage of
average net assets  attributable  to a class on an annualized  basis during such
periods  will not exceed  0.75% of each Fund's  Class A shares and 1.75% of each
Fund's  Class B shares.  The effect of the waiver was and will be to reduce each
Fund's  annual  operating  expenses and increase each Fund's yield and effective
yield.

NOTE:  Effective  February 1, 1991,  the  Manager  began  voluntarily  waiving a
portion of its fee for Princor Bond Fund.  The Manager  continued  its voluntary
waiver for the period  beginning  March 1, 1992 through  February 28, 1993 in an
amount that maintained a total level of operating expenses for the Fund that did
not exceed .90% of the Fund's  average net assets on an annualized  basis during
such period.  The Manager  waived a portion of its fee for the period  beginning
March 1, 1993 and intends to continue such waiver  through  February 28, 1997 in
an amount that will  maintain a total  level of  operating  expenses  which as a
percentage  of the  Fund's  average  net  assets  attributable  to a class on an
annualized  basis  during such  period did not and will not exceed  0.95% of the
Fund's Class A shares and 1.70% of the Fund's Class B shares.  The effect of the
waiver  was and will be to reduce  the  Fund's  annual  operating  expenses  and
increase the Fund's yield.

NOTE: The Manager voluntarily waived a portion of its fee for the Utilities Fund
from the date operations  commenced and continued such waiver through the period
ending February 28, 1995 in an amount that maintained a total level of operating
expenses which as a percentage of the Fund's average net assets  attributable to
a class on an annualized basis did not exceed 1.00% of the Fund's Class A shares
and did not  exceed  1.75% of the  Fund's  Class B  shares.  Also,  the  Manager
continued its voluntary  waiver for the period beginning March 1, 1995 and ended
February  29,  1996 in an amount  that  maintained  a total  level of  operating
expenses which as a percentage of the Fund's average net assets  attributable to
a class on an annualized basis did not exceed 1.10% of the Fund's Class A shares
and 1.85% of the Fund's Class B shares.

       The Management Agreements and the Investment Service Agreements, pursuant
to which Principal  Mutual Life Insurance  Company has agreed to furnish certain
personnel, services and facilities required by the Manager, and the Sub-Advisory
Agreements for each of the  Growth-Oriented  Funds,  the  Government  Securities
Income Fund, the Utilities Fund and the Short-Term  Bond Fund were last approved
by the Board of Directors for each of the Funds on September  11, 1995.  Each of
these agreements for the Short-Term Bond Fund, which are dated December 7, 1995,
provide for  continuation in effect until the conclusion of the first meeting of
shareholders  of  the  Fund  and if  approved  by a vote  of a  majority  of the
outstanding  voting securities of the Fund, shall continue in effect in the same
manner as such agreements for the other Princor Funds.  Each of these agreements
provides  for  continuation  in  effect  from  year to year only so long as such
continuation is  specifically  approved at least annually either by the Board of
Directors  of the  Fund or by  vote  of a  majority  of the  outstanding  voting
securities of the Fund, provided that in either event such continuation shall be
approved by vote of a majority of the Directors who are not "interested persons"
(as defined in the  Investment  Company Act of 1940) of the  Manager,  Principal
Mutual Life Insurance Company or its subsidiaries or the Fund, cast in person at
a meeting called for the purpose of voting on such approval.  The Agreements may
be terminated at any time on 60 days written  notice to the Manager by the Board
of  Directors  of  the  Fund  or by a vote  of a  majority  of  the  outstanding
securities  of the Fund and by the  Manager,  Invista or  Principal  Mutual Life
Insurance  Company,  as the case may be, on 60 days written  notice to the Fund.
The Agreements will automatically terminate in the event of their assignment.
    

       The Manager assumed management of the World Fund's portfolio on August 1,
1988. Prior to that time, the previous Investment Advisor for the World Fund, as
compensation  for  its  services  to  the  Fund,  had  been  receiving   monthly
compensation  in the form of an  advisory  fee at an annual rate of 1/2 of 1% of
the average daily net assets of the Fund. In addition,  the  Investment  Advisor
received an annual fee,  paid  monthly,  for the  administrative  services at an
annual rate of 1.5% of the first  $10,000,000  of the Fund's  average net assets
during the month preceding each payment, decreasing to 1% on assets in excess of
$10,000,000  and  1/2 of 1% of the  Fund's  assets  in  excess  of  $30,000,000.
Overall,  the Fund's  aggregate  expenses  for any fiscal year other than taxes,
brokerage fees, Directors' fees,  commissions,  and extraordinary expenses, such
as litigation,  could not exceed 2% of the first $10,000,000 of the Fund's total
net assets,  1.5% of the next  $20,000,000 and 1% of the Fund's total net assets
in excess of $30,000,000. The aggregate of these two fees could have amounted to
a  maximum  of 2.0% of net  assets,  which is higher  than most  funds pay as an
advisory fee;  however,  the  administrative  services fee included  payment for
certain  expenses  most other funds are  required to pay  themselves.  Under the
prior agreement,  when the accrued amount of such expenses exceeded the 2% limit
the monthly payment to the Advisor was reduced by the amount of such excess. For
the  seven-month  period  ended  July  31,  1988,  the Fund  paid  the  previous
Investment  Advisor  $9,811 for  investment  advisory  services  and $29,433 for
administrative services and other expenses.

BROKERAGE ON PURCHASES AND SALES OF SECURITIES

      In distributing  brokerage business arising out of the placement of orders
for the  purchase  and sale of  securities  for any Fund,  the  objective of the
Fund's Manager or  Sub-Advisor is to obtain the best overall terms.  In pursuing
this  objective,  the  Manager or  Sub-Advisor  considers  all  matters it deems
relevant,  including the breadth of the market in the security, the price of the
security,  the financial  condition  and  executing  capability of the broker or
dealer  and the  reasonableness  of the  commission,  if any (for  the  specific
transaction and on a continuing basis). This may mean in some instances that the
Manager or Sub-Advisor  will pay a broker  commissions that are in excess of the
amount of  commission  another  broker might have charged for executing the same
transaction  when the Manager or Sub-Advisor  believes that such commissions are
reasonable  in  light of (a) the size and  difficulty  of  transactions  (b) the
quality of the execution provided and (c) the level of commissions paid relative
to commissions paid by other institutional  investors.  (Such factors are viewed
both in terms of that particular  transaction  and in terms of all  transactions
that  broker  executes  for  accounts  over  which the  Manager  or  Sub-Advisor
exercises  investment  discretion.  The  Manager  or  Sub-Advisor  may  purchase
securities in the over-the-counter  market,  utilizing the services of principal
market makers,  unless better terms can be obtained by purchases through brokers
or dealers,  and may purchase  securities  listed on the New York Stock Exchange
from  non-Exchange  members in  transactions  off the  Exchange.) The Manager or
Sub-Advisor  gives  consideration  in the  allocation  of  business  to services
performed by a broker (e.g.  the  furnishing  of  statistical  data and research
generally consisting of information of the following types: analyses and reports
concerning issuers, industries,  economic factors and trends, portfolio strategy
and performance of client accounts). If any such allocation is made, the primary
criteria  used will be to obtain the best overall  terms for such  transactions.
The Manager or Sub-Advisor  may pay additional  commission  amounts for research
services.  Such statistical data and research  information received from brokers
or dealers may be useful in varying  degrees and the Manager or Sub-Advisor  may
use it in  servicing  some or all of the accounts it manages.  Some  statistical
data and research information may not be useful to the Manager or Sub-Advisor in
managing the client  account,  brokerage for which  resulted in the Manager's or
Sub-Advisor's receipt of the statistical data and research information. However,
in the Manager's or Sub-Advisor's opinion, the value thereof is not determinable
and it is not expected  that the  Manager's or  Sub-Advisor's  expenses  will be
significantly  reduced since the receipt of such  statistical  data and research
information is only supplementary to the Manager's or Sub-Advisor's own research
efforts.  The Manager or Sub-Advisor  allocated  portfolio  transactions for the
Funds indicated in the following table to certain brokers during the fiscal year
ended October 31, 1995 due to research  services  provided by such brokers.  The
table also indicates the  commissions  paid to such brokers as a result of these
portfolio transactions.

   
                Fund                             Commissions Paid
                ----                             ----------------
         Balanced                                    $ 4,085
         Blue Chip                                     6,935
         Capital Accumulation                         61,350
         Emerging Growth                              10,513
         Growth                                        5,645
         Utilities                                     3,710
         World                                         2,743
    

    Purchases and sales of debt securities and money market instruments  usually
will be principal transactions;  portfolio securities will normally be purchased
directly  from  the  issuer  or  from  an  underwriter  or  marketmaker  for the
securities. Such transactions are usually conducted on a net basis with the Fund
paying no brokerage  commissions.  Purchases  from  underwriters  will include a
commission  or  concession  paid  by the  issuer  to the  underwriter,  and  the
purchases from dealers serving as  marketmakers  will include the spread between
the bid and asked prices.

    The following table shows the brokerage  commissions paid during the periods
indicated.  In each  year,  100% of the  commissions  paid by each  Fund went to
broker-dealers   which   provided   research,   statistical   or  other  factual
information.

   
 -------------------------------------------------------------------------------
               Total Brokerage Commissions
           During Fiscal Years Ended October 31,
       Fund                             1995          1994        1993
       ----                             ----          ----        ----
   Balanced                          $ 34,622       $23,780      $16,314
   Blue Chip                           21,040         8,536       12,858
   Capital Accumulation               335,720       259,072      157,995
   Emerging Growth                     59,471        51,538       21,655
   Growth                              56,733        51,904       42,085
   Utilities                           27,861        58,245       70,043*
   World                              360,682       277,027      105,617
    

*Period from November 16, 1992 (date operations commenced)through October 31, 
 1993.

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

   
Brokerage commissions paid to affiliates during the year ended October 31, 1995
were as follows: 

<TABLE>
<CAPTION>

            Commissions Paid to Principal Financial Securities, Inc.

                            Total Dollar    As Percent of     As Percent of Dollar Amount 
         Fund                 Amount      Total Commissions   of Commissionable Transactions 
<S>                           <C>               <C>                        <C>  
Balanced Fund                 $    837          2.4%                       3.0% 
Capital Accumulation Fund       12,831          3.8%                       5.8% 
Emerging Growth Fund             1,200          2.0%                       3.6% 
Growth Fund                      3,394          6.0%                       7.2% 
Utilities Fund                   2,966          10.6%                     15.7% 

</TABLE>
<TABLE>
<CAPTION>
                                    Commissions Paid to Morgan Stanley and Co. 

                              Total Dollar             As Percent of               As Percent of Dollar Amount 
         Fund                            Amount              Total Commissions           of Commissionable Transactions 
<S>                                     <C>                       <C>                                  <C>  
Balanced Fund                           $    325                  0.9%                                 0.6% 
Capital Accumulation Fund                  4,660                  1.4%                                 0.9% 
Emerging Growth Fund                       2,500                  4.4%                                 3.9% 
Growth Fund                                  500                  1.8%                                 1.4% 
Utilities Fund                            21,577                  6.0%                                 6.8% 

</TABLE>
    

     The Manager acts as investment  advisor for each of the funds  sponsored by
Principal Mutual Life Insurance Company and it, or Invista where Invista acts as
sub-advisor,  places  orders  to trade  portfolio  securities  for each of these
Funds.  If, in carrying out the  investment  objectives of the funds,  occasions
arise when  purchases or sales of the same equity  securities are to be made for
two or more of the funds at the same time,  a  computer  program  will  randomly
order the instructions to purchase and, whenever  possible,  to sell securities.
Securities  purchased  or  proceeds of sales  received on each  trading day with
respect to such orders shall be allocated to the various funds placing orders on
that  trading  day by filling  each fund's  order for that day, in the  sequence
arrived  at by the  random  ordering.  If  purchases  or sales of the same  debt
securities  are to be made for two or more of the  Funds at the same  time,  the
securities  will be purchased or sold  proportionately  in  accordance  with the
amount of such  security  sought to be  purchased  or sold at that time for each
Fund.

HOW TO PURCHASE SHARES

   
     Each Fund,  except the Tax-Exempt  Bond Fund and Tax-Exempt Cash Management
Fund,  offers  investors  three  classes of shares  which bear sales  charges in
different forms and amounts: Class A, Class B and Class R shares. The Tax-Exempt
Bond Fund and  Tax-Exempt  Cash  Management  Fund offer only Class A and Class B
shares.

     Class A Shares.  An investor who purchases  less than $1 million of Class A
shares  (except Class A shares of the Money Market Funds) pays a sales charge at
the time of  purchase.  As a result,  such shares are not subject to any charges
when they are redeemed.  An investor who purchases $1 million or more of Class A
shares  does  not  pay a  sales  charge  at the  time of  purchase.  However,  a
redemption of such shares  occurring  within 18 months from the date of purchase
will be subject to a contingent  deferred  sales charge  ("CDSC") at the rate of
 .75% (.25% for the  Short-Term  Bond Fund) the lesser of the value of the shares
redeemed  (exclusive of reinvested  dividend and capital gain  distributions) or
the total cost of such shares.  Shares  subject to the CDSC which are  exchanged
into  another  Princor  Fund will  continue  to be subject to the CDSC until the
original 18 month  period  expires.  However no CDSC is payable  with respect to
redemption  of Class A shares  used to fund a Princor  401(a) or Princor  401(k)
retirement plan, except  redemptions  resulting from the termination of the plan
or transfer of plan  assets.  Certain  purchases  of Class A shares  qualify for
reduced  sales  charges.  Class A shares for each Fund,  except the Money Market
Funds,  currently  bear a 12b-1  fee at the  annual  rate of up to  0.25% of the
Fund's  average net assets  attributable  to Class A shares.  See  "Distribution
Plan."

     Class B Shares.  Class B shares are  purchased  without  an  initial  sales
charge,  but  are  subject  to a  declining  CDSC  of up to 4%  (1.25%  for  the
Short-Term  Bond Fund) if  redeemed  within six years.  See  "Offering  Price of
Funds'  Shares."  Class B shares  bear a higher  12b-1 fee than  Class A shares,
currently at the annual rate of up to 1.00% (.50% for the Short-Term  Bond Fund)
of  the  Fund's  average  net  assets   attributable  to  Class  B  shares.  See
"Distribution  Plan." Class B shares  provide an investor the benefit of putting
all of the investor's  dollars to work from the time the investment is made, but
(until  conversion  to Class A shares) will have a higher  expense ratio and pay
lower  dividends than Class A shares due to the higher 12b-1 fee. Class B shares
will  automatically  convert  into Class A shares,  based on relative  net asset
value  (without a sales  charge),  on the first  business  day of the 85th month
after the purchase date. Class B shares acquired by exchange from Class B shares
of another  Princor  fund will  convert into Class A shares based on the time of
the  initial  purchase.  At the same  time,  a pro rata  portion  of all  shares
purchased through reinvestment of dividends and distributions would convert into
Class A shares, with that portion determined by the ratio that the shareholder's
Class B shares converting into Class A shares bears to the  shareholder's  total
Class B shares that were not acquired through dividends and  distributions.  The
conversion  of Class B shares to Class A shares  is  subject  to the  continuing
availability  of a ruling  from the  Internal  Revenue  Service or an opinion of
counsel that such conversions will not constitute taxable events for Federal tax
purposes.  There  can be no  assurance  that  such  ruling  or  opinion  will be
available, and the conversion of Class B shares to Class A shares will not occur
if such ruling or opinion is not available.  In such event, Class B shares would
continue to be subject to higher  expenses than Class A shares for an indefinite
period.

     Redemptions by shareholders  investing by check will be effected only after
payment  has been  collected  on the  check,  which may take up to eight days or
more.  Investors  considering  redeeming or  exchanging  shares or  transferring
shares to another person shortly after purchase should pay for those shares with
a certified  check,  bank  cashier's  check or money order to avoid any delay in
redemption, exchange or transfer.
    

     Shares of the funds may be  purchased  by mail or by telephone as described
in the Funds'  Prospectus.  Class B shares of the Money Market Funds may only be
purchased by an exchange from the Class B shares.

   
     Which  arrangement  between  Class A and Class B Shares  is  better  for an
investor?  The  decision  as to which class of shares  provides a more  suitable
investment for an investor depends on a number of factors,  including the amount
and intended length of the investment. Investors making investments that qualify
for reduced sales charges might  consider  Class A shares.  Investors who prefer
not to pay an initial  sales  charge and who plan to hold their  investment  for
more than seven years might consider Class B shares. Orders from individuals for
Class B shares for $250,000 or more will be treated as orders for Class A shares
unless the shareholder provides written  acknowledgment that the order should be
treated as an order for Class B shares.  Sales  personnel may receive  different
compensation depending on which class of shares are purchased.

     Class R Shares.  Class R shares are  purchased  without  an  initial  sales
charge or a contingent  deferred  sales charge  ("CDSC").  Class R shares bear a
higher 12b-1 fee than Class A shares, currently at the annual rate of up to .75%
of  the  Fund's  average  net  assets   attributable  to  Class  R  shares.  See
"Distribution and Shareholder  Servicing Plans and Fees." Class R shares provide
an investor  the benefit of putting all of the  investor's  dollars to work from
the time the investment is made,  but (until  conversion to Class A shares) will
have a higher  expense ratio and pay lower  dividends than Class A shares due to
the  higher  12b-1 fee.  Class R shares  will  automatically  convert to Class A
shares, based on relative net asset value (without a sales charge), on the first
business day of the 49th month after the purchase date.  Class R shares acquired
by exchange from Class R shares of another  Princor fund will convert into Class
A shares  based on the  time of the  initial  purchase.  (See  "How to  Exchange
Shares".) At the same time, a pro rata portion of all shares  purchased  through
reinvestment of dividends and  distributions  would convert into Class A shares,
with that portion determined by the ratio that the shareholder's  Class R shares
converting into Class A shares bears to the  shareholder's  total Class R shares
that were not acquired through  dividends and  distributions.  The conversion of
Class R shares to Class A shares is subject to the continuing  availability of a
ruling  from the  Internal  Revenue  Service or an opinion of counsel  that such
conversions will not constitute  taxable events for Federal tax purposes.  There
can be no  assurance  that  suchruling  or opinion  will be  available,  and the
conversion  of Class R shares to Class A shares will not occur if such ruling or
opinion is not  available.  In such event,  Class R shares would  continue to be
subject to higher expenses that Class A shares for an indefinite period.

     Purchasing  Class  R  Shares.  Class  R  shares  are  offered  only to fund
Individual  Retirement Accounts ("IRA's") established by people who receive lump
sum distributions from certain retirement plans administered by Principal Mutual
Life  Insurance   Company  under  the  terms  of  a  written  service  agreement
("Administered  Employee  Benefit  Plans" or "AEBP").  Eligible  purchasers  may
purchase Class R shares to fund additional  IRA's after  establishing an initial
IRA funded with Class R shares.  Purchases  are  generally  made by completing a
Princor IRA application and mailing it to Princor.  Shares will be issued at the
offering price next computed after the application is received at Princor's main
office and Princor  receives the amount to be invested.  Generally,  the initial
amount to be invested  will be directly  transferred  to Princor  from the AEBP.
However,  in some cases the investor will purchase shares by check. If investing
by check,  shares will be issued at the offering  price next computed  after the
completed   application  and  check  are  received  at  Princor's  main  office.
Subsequent  purchases  will be executed at the price next computed after receipt
of the  investor's  check at Princor's  main  office.  All orders are subject to
acceptance by the Fund or Funds and Princor.

     Redemptions by shareholders  investing by check will be effected only after
payment has been  collected on the check,  which may take up to 15 days or more.
Investors  considering  redeeming or exchanging  shares  shortly after  purchase
should pay for those  shares with a certified  check,  bank  cashier's  check or
money order to avoid any delay in redemption, exchange or transfer.

     Class R shares  of the Cash  Management  Fund may be  purchased  only by an
exchange from Class R shares of the Princor Funds.
    


OFFERING PRICE OF FUNDS' SHARES

     The Funds offer their respective shares continuously through Princor, which
is the principal  underwriter  for the Funds and sells shares as agent on behalf
of the Funds. Princor may select other dealers through which shares of the Funds
may be sold. Certain dealers may not sell all classes of shares.

Class A shares

   
     Class A shares of the  Money  Market  Funds  are sold to the  public at net
asset  value;  no sales charge  applies to purchases of the Money Market  Funds.
Class A shares of the  Growth-Oriented  and  Income-Oriented  Funds,  except the
Short-Term Bond Fund, are sold to the public at the net asset value plus a sales
charge  which  ranges  from a high  4.75% to a low of 0% of the  offering  price
(equivalent to a range of 4.99% to 0% of the net amount  invested)  according to
the schedule  below.  Class A shares of the Short-Term Bond Fund are sold to the
public at the net asset value plus a sales  charge  which  ranges from a high of
1.50% to a low of 0% of the offering  price  according  to the  schedule  below.
Selected dealers are allowed a concession as shown. At Princor's discretion, the
entire sales charge may at times be  reallowed to dealers.  In some  situations,
depending on the services  provided by the dealer,  the  concession may be less.
Any  dealer  allowance  on  purchases  not  involving  a  sales  charge  will be
determined  by  Princor.  Upon notice to all  broker-dealers  with whom it has a
selling agreement,  Princor may allow to broker-dealers  electing to participate
up to the full  applicable  sales  charge,  as shown in the table below,  during
periods and for transactions specified in such notice, and such reallowances may
be based in whole or in part upon  attainment of minimum  sales levels.  Certain
commercial banks may make shares of the Funds available to their customers on an
agency basis. Pursuant to the agreements between Princor and such banks all or a
portion  of the  sales  charge  paid by a bank  customer  in  connection  with a
purchase  of Fund  shares  may be  retained  by or  remitted  to the  bank.  The
Glass-Steagall Act prohibits banks from underwriting securities,  including fund
shares; the Act does,  however,  permit certain agency  transactions and banking
regulators  have  ruled  that  these  particular  agency  transactions  are  not
prohibited under the Act. The Fund will obtain a  representation  from the banks
doing  business  in Texas or  dealing  with  Texas  residents  that they will be
licensed as dealers as required by the Texas  Securities  Act, or that they will
not engage in activities which would constitute  acting as a "dealer" as defined
under the Act.
    


<TABLE>
<CAPTION>
   
                                Sales Charge for
                                All Funds Except       Sales Charge for       Dealer Allowance as
                                Short-Term Bond        Short-Term Bond        % of Offering Price
                               Fund Sales Charge    Fund Sales Charge as           All Funds
                                    as % of:                % of:
                                Offering    Amount     Offering    Amount       Except     Short-Term
     Amount of Purchase           Price     Invested    Price      Invested  Short-Term    Bond
                                                                              Bond Fund      Fund
<S>       <C>                     <C>        <C>        <C>         <C>         <C>          <C>  
Less than $50,000                 4.75%      4.99%      1.50%       1.52%       4.00%        1.25%
$50,000 but less than             4.25%      4.44%      1.25%       1.27%       3.75%        1.00%
$100,000                          3.75%      3.90%      1.00%       1.01%       3.25%         .75%
$100,000 but less than            2.50%      2.56%      0.75%       0.76%       2.00%         .50%
$250,000                          1.50%      1.52%      0.50%       0.50%       1.25%         .25%
$250,000 but less than          No Sales      0%       No Sales      0%          .75%         .25%
$500,000                         Charge                 Charge
$500,000 but less than
$1,000,000
$1,000,000 or more
</TABLE>

      Rights of  Accumulation.  The  applicable  sales charge is  determined  by
adding  the  current  net asset  value of any Class A shares  and Class B shares
already  owned  by  the  investor  to  the  amount  of  the  new  purchase.  The
corresponding  percentage  factor in the  schedule is then applied to the entire
amount of the new purchase.  For example,  if an investor currently owns Class A
or Class B shares with a value of $5,000 and makes an  additional  investment of
$45,000 in Class A shares of a  Growth-Oriented  Fund (the total of which equals
$50,000),  the charge applicable to the $45,000 investment would be 4.25% of the
offering price. If the investor  purchases  shares of more than one Princor Fund
at the same time,  those  purchases  are  aggregated  and added to the net asset
value of the shares of Princor  Funds already owned by the investor to determine
the sales charge for the new purchase.  Class A shares of the Money Market Funds
are not  counted  in  determining  either the  amount of a new  purchase  or the
current net asset value of shares already owned,  unless the shares of the Money
Market Funds were acquired in exchange for shares of other Princor Funds. If the
investor  purchases shares from a broker/dealer  other than Princor,  the dealer
should be advised of any shares already owned.
    

      Investments  made  by an  individual,  or by an  individual's  spouse  and
dependent  children  purchasing  shares  for  their  own  account  or by a trust
primarily  for the benefit of such persons,  or by a trustee or other  fiduciary
purchasing for a single trust estate or single  fiduciary  account  (including a
pension,  profit-sharing,  or other employee-benefit trust created pursuant to a
plan qualified  under Section 401 of the Internal  Revenue Code) will be treated
as investments made by a single investor in calculating the sales charge.  Other
groups (as allowed by rules of the  Securities and Exchange  Commission)  may be
considered for a reduced sales charge.  An investor whose new account  qualifies
for a reduced  charge on the basis of other  accounts  owned by the  individual,
spouse or children,  should be certain to identify those accounts at the time of
the new application.
   

      Statement of Intention.  Another  method is available by which a purchaser
may qualify for a reduced  sales charge on the purchase of Class A shares of the
Funds.  A purchaser  may execute a Statement of Intention  indicating  the total
amount (excluding reinvested dividends and capital gains distributions) intended
to be  invested  (including  all  investments  for the account of the spouse and
dependent  children or trusts for the benefit of such persons) in Class A shares
(except  Class A shares of the  Money  Market  Funds)  and Class B shares of the
Funds within a thirteen-month period (two-year period if the intended investment
is equal to or greater than $1 million).  The  Statement of Intention  should be
read and may be submitted on the date of the initial  purchase at the start of a
thirteen-month  period  (or  two-year  period if  applicable)  or within 90 days
thereafter.  The  Statement  of  Intention  period will begin on the date of the
first  purchase  included  for purposes of  satisfying  the  statement.  When an
existing  shareholder  submits a Statement of Intention,  the net asset value of
all Class A shares (except Class A shares of the Money Market Funds) and Class B
shares  in that  shareholder's  account  or  accounts  combined  for  rights  of
accumulation  purposes,  is added to the amount that has been  indicated will be
invested during the applicable  period,  and the sales charge  applicable to all
purchases  of Class A shares made under the  Statement of Intention is the sales
charge which will apply to a single purchase of this total amount.
    

      A Statement of Intention may be entered into for any amount  provided such
amount,  when added to the net asset value of any shares already held, equals or
is in excess of the amount needed to qualify for a reduced sales charge.  In the
event a shareholder  invests an amount in excess of the indicated  amount,  such
excess will be allowed any further reduced sales charge for which it qualifies.

   
      The Statement of Intention  provides for a price  adjustment if the amount
actually invested is less than the amount specified therein.  Sufficient Class A
shares belonging to the shareholder will be held in escrow in the  shareholder's
account by  Princor  to make up any  difference  in sales  charges  based on the
amount actually  purchased.  If the intended  investment is completed within the
thirteen-month  period (or two-year period), such shares will be released to the
shareholder.  If the total  intended  investment  is not  completed  within that
period shares will, to the extent  necessary,  be redeemed and the proceeds used
to pay  the  additional  sales  charge  due.  In any  event,  the  sales  charge
applicable to these  purchases will be no more than the applicable  sales charge
had the  shareholder  made all of such  purchases at one time.  The Statement of
Intention does not constitute an obligation on the shareholder to purchase,  nor
the Funds to sell, the amount indicated.

     Purchases at Net Asset Value.  The following may purchase Class A shares of
the  Growth-Oriented  Funds and  Income-Oriented  Funds at the net asset  value,
without a sales charge:  (1)  Principal  Mutual Life  Insurance  Company and its
directly and indirectly owned  subsidiaries;  (2) Active and retired  directors,
officers and employees of the Fund, Principal Mutual Life Insurance Company, and
directly and indirectly  owned  subsidiaries of Principal  Mutual Life Insurance
Company (including  full-time  insurance agents of, and persons who have entered
into insurance brokerage contracts with, Principal Mutual Life Insurance Company
and its directly and indirectly owned subsidiaries); (3) The Principal Financial
Group  Employee's  Credit Union;  (4) Non-ERISA  investment  advisory clients of
Invista  Capital  Management,  Inc.,  an indirectly  wholly-owned  subsidiary of
Principal Mutual Life Insurance Company; (5) Sales representatives and employees
of sales  representatives  of the  Distributor  or other  dealers  through which
shares of the Fund are distributed; (6) Spouses, surviving spouses and dependent
children of the foregoing  persons;  and (7) Trusts primarily for the benefit of
the foregoing  individuals;  and (8) certain "wrap  accounts" for the benefit of
clients of Princor and other Broker  dealers or financial  planners  selected by
Princor.
    

      In addition,  investors who are clients of a registered  representative of
Princor or other dealers  through which shares of the Funds are  distributed and
who has become  affiliated  with Princor or such other dealer within 180 days of
the date of the purchase of Class A shares of the Funds may purchase such shares
at net asset value  provided  that (i) the purchase is made within the first 180
days of the registered  representative's  affiliation with the firm involved (as
certified  by an  officer  or  partner  of the  firm);  and (ii) the  investment
represents the proceeds of a redemption  within that 180 day period of shares of
another  investment  company the  purchase of which  included a front-end  sales
charge or the redemption of which  included a contingent  deferred sales charge;
and (iii) the investor  indicates on the account  application  that the purchase
qualifies for a net asset value  purchase and forwards to Princor either (a) the
redemption check  representing the proceeds of the shares redeemed,  endorsed to
the  order  of  Princor,  or  (b) a copy  of the  confirmation  from  the  other
investment  company  showing the redemption  transaction.  In the case of a wire
purchase  pursuant to this provision,  a copy of the confirmation from the other
investment  company  showing the redemption must be forwarded to and received by
Princor within 21 days following the date of purchase.  If the  confirmation  is
not provided  within the 21-day  period,  a sufficient  number of shares will be
redeemed from the  shareholder's  account to pay the otherwise  applicable sales
charge.  Investors  availing  themselves  of this option  should be aware that a
redemption  from another  mutual fund will be a taxable event and may be subject
to a surrender charge imposed by that fund.

   
      Also during the period  beginning  December 1, 1996 and ending January 31,
1997,  investors may purchase  Class A shares of the Funds at net asset value to
the extent that this investment represents the proceeds of a redemption,  within
the preceding 60 days, of shares (the purchase price of which shares  included a
front-end  sales charge on the  redemption  of which was subject to a contingent
deferred sales charge) of another investment company.  When making a purchase at
net asset value  pursuant to this  provision,  the investor must indicate on the
account  application that the purchase  qualifies for a net asset value purchase
and must forward to Princor either (i) the  redemption  check  representing  the
proceeds  of the shares  redeemed,  endorsed  to the order of Princor  Financial
Services  Corporation,  or  (ii)  a copy  of the  confirmation  from  the  other
investment  company showing the redemption  transactions.  In the case of a wire
purchase  pursuant to this provision,  a copy of the confirmation from the other
investment  company  showing the redemption must be forwarded to and received by
Princor within 21 days following the date of purchase.  If the  confirmation  is
not provided  within the 21-day  period,  a sufficient  number of shares will be
redeemed from the  shareholder's  account to pay the otherwise  applicable sales
charge.

      Purchases  at a  Reduced  Sales  Charge.  A reduced  sales  charge is also
available  for purchases of Class A shares of the Funds,  except the  Short-Term
Bond Fund,  to the  extent  that the  investment  represents  the death  benefit
proceeds of one or more life insurance policies or annuity contracts (other than
an annuity contract issued to fund an employer-sponsored retirement plan that is
not a SEP,  salary  deferral 403(b) plan or HR-10 plan) of which the shareholder
is a  beneficiary  if one or more of such  policies  or  contracts  is issued by
Principal  Mutual Life Insurance  Company,  or any directly or indirectly  owned
subsidiary of Principal  Mutual Life Insurance  Company,  and such investment is
made in any Princor fund within one year after the date of death of the insured.
(Shareholders  should  seek  advice from their tax  advisors  regarding  the tax
consequences  of  distributions  from  annuity  contracts.)  Such  shares may be
purchased  at net asset value plus a sales  charge  which  ranges from a high of
2.50% to a low of 0% of the offering price (equivalent to a range of 2.56% to 0%
of the net amount invested) according to the schedule below:

- --------------------------------------------------------------------------------
                             Sales Charge as a % of:
                                                     Net    Dealer Allowance
                              Offering              Amount         as %
 Amount of Purchase             Price              Invested    of Offering
                                                                  Price
               Less than $500,000         2.50%     2.56%         2.10%
$500,000 but less than $1,000,000         1.50%     1.52%         1.25%
               $1,000,000 or more    No Sales Charge 0%            .75%
    
- --------------------------------------------------------------------------------

      Sales Charges for Employer-Sponsored Plans

      Administered Employee Benefit Plans. Class A shares of the Growth-Oriented
Funds and  Income-Oriented  Funds,  except Princor  Short-Term Bond Fund and, in
certain  circumstances,  Princor Tax-Exempt Bond Fund which is not available for
certain retirement plans, are sold at net asset value to stock bonus, pension or
profit sharing plans that meet the requirements for qualification  under Section
401 of the Internal  Revenue Code of 1986, as amended,  certain  Section  403(b)
Plans, Section 457 Plans and other Non-qualified Plans administered by Principal
Mutual  Life  Insurance   Company  pursuant  to  a  written  service   agreement
("Administered Employee Benefit Plans"). The service agreement between Principal
Mutual Life Insurance Company and the employer relating to the administration of
the plan  includes a charge  payable by the employer for any  commissions  which
Princor is  authorized to pay in connection  with such sales.  Principal  Mutual
Life Insurance Company in turn pays the amount of these charges to Princor.  The
commission  payable  by  Princor  in  connection  with  any  such  sale  will be
determined in accordance with one of the following schedules:

- --------------------------------------------------------------------------------
                                    Schedule 1
- --------------------------------------------------------------------------------
    Amount of Plain Contributions*            Amount Payable by Employer as a
                  In each year                 Percent of Plan Contributions
             The first $5,000                                  4.50%
              The next $5,000                                  3.00%
              The next $5,000                                  1.70%
             The next $35,000                                  1.40%
             The next $50,000                                  0.90%
            The next $400,000                                  0.60%
         Excess over $500,000                                  0.25%


- --------------------------------------------------------------------------------
                                    Schedule 2
- --------------------------------------------------------------------------------
             The first $50,000                                  3.00%
              The next $50,000                                  2.00%
             The next $400,000                                  1.00%
           The next $2,500,000                                  0.50%
        Excess over $3,000,000                                  0.25%
- --------------------------------------------------------------------------------
         *  Plan  contributions  directed  to  an  annuity  contract  issued  by
         Principal  Mutual Life Insurance  Company to fund the plan are combined
         with  contributions  directed to the Funds to determine the  applicable
         commission charge.
- --------------------------------------------------------------------------------

      Generally,  the  commission  level  described in Schedule 2 will apply for
salary  deferral  Plans and the  commission  level  described in Schedule 1 will
apply to other plans. No commission will be payable by the employer if shares of
the Funds  used to fund an  Administered  Employee  Benefit  Plan are  purchased
through a registered  representative of Princor Financial  Services  Corporation
who is also a Group Insurance  Representative  employee of Principal Mutual Life
Insurance Company.

   
      Plans Other than Administered  Employee Benefit Plans. Shares of the Funds
are offered to fund  certain  sponsored  Princor  plans.  These plans  currently
include Simplified Employee Pension Plans ("SEPs"),  Salary Reduction Simplified
Employee Pension Plans ("SAR/SEPs"),  Non-Qualified Deferred Compensation Plans,
Payroll Deduction Plans ("PDPs") and certain  Association Plans. A PDP is a plan
other than a 403(b) plan, that provides for investments to be made by or through
an employer on behalf of the employees by means of periodic payroll  deductions,
or otherwise.  An  Association  Plan is an  arrangement  whereby an  association
enters into a written agreement with Princor  permitting the solicitation of the
association's  members.  Other  types  of  sponsored  plans  may be added in the
future.

      When establishing an employer-sponsored plan, the employer chooses whether
to fund the plan with either Class A shares or Class B shares. If Class A shares
are used to fund the plan,  all plan  investments  will be  treated as made by a
single  investor to determine  whether a reduced sales charge is available.  The
sales charge for purchases of less than $100,000 is 3.75% as a percentage of the
offering  price and 3.90% of the net amount  invested.  The regular sales charge
table for Class A shares  applies to purchases of $100,000 or more.  Plan assets
will not be combined with  investments  made outside of the plan by an employee,
the  employee's  spouse and  dependent  children,  or trusts  primarily  for the
benefit of such  persons,  to  determine  the sales  charge  applicable  to such
investments. Investments made outside of the plan will not be included with plan
assets to determine the sales charge applicable to the plan.

      If Class B shares  are  used to fund the plan and a plan  participant  has
$250,000 or more  invested in Class B shares,  Class A shares will be  purchased
with plan  contributions  attributable to the plan participant,  unless the plan
participant elects otherwise.
    

      The Funds reserve the right to  discontinue  offering  shares at net asset
value  and/or at a reduced  sales  charge at any time for new  accounts and upon
60-days notice to shareholders of existing accounts.

      Class B shares

      Class B shares are sold without an initial sales  charge,  although a CDSC
will be imposed if you redeem shares within six years of purchase. The following
types of shares may be redeemed  without charge at any time: (i) shares acquired
by reinvestment of distributions and (ii) shares otherwise exempt from the CDSC,
as  described  below.  Subject to the  foregoing  exclusions,  the amount of the
charge is determined  as a percentage of the lesser of the current  market value
or the cost of the shares being redeemed.  Therefore,  when a share is redeemed,
any increase in its value above the initial purchase price is not subject to any
CDSC.  The  amount of the CDSC  will  depend  on the  number of years  since you
invested and the dollar amount being redeemed, according to the following table:




                                  Contingent Deferred Sales Charge as a
                                 Percentage of Dollar Amount Subject to Charge
            Years Since Purchase         All Funds Except             Short-Term
               Payments Made           Short-Term Bond Fund            Bond Fund
              2 years or less                  4.0%                     1.25%
      more than 2 years, up to 4 years         3.0%                     0.75%
      more than 4 years, up to 5 years         2.0%                     0.50%
      more than 5 years, up to 6 years         1.0%                     0.25%
             more than 6 years                 None                     None

     In determining  whether a CDSC is payable on any redemption,  the Fund will
first  redeem  shares not  subject to any charge,  and then shares held  longest
during the six-year period.  For information on how sales charges are calculated
if shares are exchanged, see "How to Exchanges Shares" in the Prospectus.

     The CDSC will be waived on redemptions of Class B shares in connection with
the following types of transactions:

     a.   Shares redeemed due to a shareholder's death;

     b.   Shares redeemed due to the shareholder's disability, as defined in
          the Internal Revenue Code of 1986 (the "Code"), as amended;

     c.   Shares redeemed from retirement plans to satisfy minimum distribution 
          rules under the Code;

     d.   Shares redeemed to pay surrender charges;

     e.   Shares redeemed to pay retirement plan fees;

     f.   Shares redeemed involuntarily from small balance accounts (values of 
          less than $300);

   
     g.   Shares redeemed  through a systematic  withdrawal plan that permits up
          to 10% of the value of a shareholder's  Class B shares of a particular
          Fund on the last business day of December of each year to be withdrawn
          automatically in equal monthly installments throughout the year;

     h.   Shares redeemed from a retirement plan to assure the plan complies 
          with Sections 401(k), 401(m), 408(k) and 415 of the Code; or
    

     i.   Shares redeemed from  retirement  plans qualified under Section 401(a)
          of  the  Code  due  to  the  plan  participant's  death,   disability,
          retirement or separation from service after attaining age 55.

     Underwriting fees from the sale of shares for the periods indicated were as
follows:

   
- -------------------------------- -----------------------------------------------
                                                  Underwriting Fees for
                                              Fiscal Years Ended October 31,
                                           1995            1994          1993
Balanced Fund                            $266,479     $   658,322    $  440,799
Blue Chip Fund                            168,419         131,074       145,722
Bond Fund                                 476,813         925,482     1,149,455
Capital Accumulation Fund                 611,180         821,157       917,749
Emerging Growth Fund                    1,293,597       1,345,381       785,000
Government Securities Income Fund         835,393       2,607,934     2,902,403
Growth Fund                             1,237,015       1,111,124       983,298
High Yield Fund                            93,608         106,780       105,270
Tax-Exempt Bond Fund                      584,221       1,283,198     2,002,412
Utilities                                 288,533         987,252     1,348,385*
World Fund                                739,560       1,558,089       421,612
    

* Period from November 16, 1992 (Date Operations Commenced) through
  October 31, 1993.
- --------------------------------------------------------------------------------

DISTRIBUTION PLAN

      Rule 12b-1 of the Investment  Company Act of 1940 (the "Act"), as amended,
permits a mutual  fund to  finance  distribution  activities  and bear  expenses
associated  with the  distribution of its shares provided that any payments made
by the Fund are made pursuant to a written plan adopted in  accordance  with the
Rule. A majority of the Board of Directors of each Fund, including a majority of
the Directors who have no direct or indirect financial interest in the operation
of the Plan or any  agreements  related to the Plan and who are not  "interested
persons" as defined in the Act,  adopted  the  Distribution  Plans as  described
below.  No such Plan was adopted for Class A shares of the Money  Market  Funds.
Shareholders  of each class of shares of each Fund  approved the adoption of the
Plan for their respective class of shares.

   
      Class A  Distribution  Plan.  Each of the Funds,  except the Money  Market
Funds, has adopted a distribution plan for the Class A shares.  The Class A Plan
provides that the Fund will make payments from its assets to Princor pursuant to
this  Plan to  compensate  Princor  and  other  selling  Dealers  for  providing
shareholder  services to existing Fund shareholders and rendering  assistance in
the  distribution  and  promotion of the Fund Class A shares to the public.  The
Fund will pay  Princor a fee  after the end of each  month at an annual  rate no
greater  than 0.25% (.15% for the  Short-Term  Bond Fund) of the daily net asset
value of the Fund.  Princor  will  retain  such  amounts as are  appropriate  to
compensate for actual expenses  incurred in distributing  and promoting the sale
of the Fund shares to the public but may remit on a continuous  basis up to .25%
(.15% for the  Short-Term  Bond Fund) to  Registered  Representatives  and other
selected Dealers (including for this purpose, certain financial institutions) as
a trail fee in recognition of their services and assistance.

      Class B Distribution  Plan. Each Class B Plan provides for payments by the
Fund to Princor at the annual rate of up to 1.00% (.50% for the Short-Term  Bond
Fund) of the Fund's average net asset  attributable  to Class B shares.  Princor
also receives the proceeds of any CDSC imposed on redemptions of such shares.

      Although Class B shares are sold without an initial sales charge,  Princor
pays a sales  commission  equal to 4.00% (1.25% for the Short-Term Bond Fund) of
the amount invested to dealers who sell such shares.  These  commissions are not
paid on exchanges from other Princor Funds. In addition,  Princor may remit on a
continuous  basis  up to  .25%  (.15%  for  the  Short-Term  Bond  Fund)  to the
Registered  Representatives  and  other  selected  Dealers  (including  for this
purpose,  certain financial institutions) as a trail fee in recognition of their
services and assistance.

      Class R Distribution  Plan. Each of the Funds,  except the Tax-Exempt Bond
Fund and Tax-Exempt Cash Management  Fund, have adopted a distribution  plan for
the Class R shares.  Each  Class R Plan  provides  for  payments  by the Fund to
Princor  at the  annual  rate of up to .75% of the  Fund's  average  net  assets
attributable to Class R shares.

      Although Class R shares are sold without an initial sales charge,  Princor
incurs  certain  distribution  expenses.  In  addition,  Princor  may remit on a
continuous  basis up to .50% to Registered  Representatives  and other  selected
Dealers (including, for this purpose, certain financial institutions) as a trail
fee in recognition of their ongoing services and assistance.
    

      General  Information  Regarding  Distribution  Plans. A representative  of
Princor  will  provide  to the  Fund's  Board of  Directors,  and the Board will
review, at least quarterly, a written report of the amounts expended pursuant to
the Plans and the purposes for which such expenditures were made.

      Whether  any  expenditure  under the Plans is subject  to a state  expense
limit will depend upon the nature of the  expenditure and the terms of the state
law,  regulation or order imposing the limit. Any expenditure  subject to such a
limit will be included in the Fund's  total  operating  expenses for purposes of
determining compliance with the expense limit.

      If  expenses  under a Plan  exceed  the  compensation  limit  for  Princor
described in the Plan in any one fiscal year,  the Fund will not carry over such
expenses to the next fiscal year. The Funds have no legal  obligation to pay any
amount pursuant to this Plan that exceeds the compensation limit. The Funds will
not pay, directly or indirectly,  interest, carrying charges, or other financing
costs in  connection  with the Plans.  If the  aggregate  payments  received  by
Princor under a Plan in any fiscal year exceed the expenditures  made by Princor
in that year pursuant to the Plan,  Princor will promptly reimburse the Fund for
the amount of the excess.

   
     The amount  received from each Fund and retained by Princor during the year
ended October 31, 1995, and the manner in which such amounts were spent pursuant
to the Class A Distribution Plan for the last fiscal period of each of the Funds
were as follows:
<TABLE>
<CAPTION>
                                                   EXPENDITURES
                                  PROSPECTUS
                                 SHAREHOLDER                REGISTERED                 UNDERWRITER'S
                       AMOUNT       REPORT    SALES       REPRESENTATIVE    SERVICE     SALARIES AND      TOTAL
     FUND             RETAINED     PRINTING  BROCHURES   SALES MATERIALS     FEES          OVERHEAD    EXPENDITURES

                                                     
<S>                   <C>           <C>      <C>            <C>             <C>            <C>           <C>     
Balanced              $155,772      $4,651   $14,688        $7,267          $64,660        $64,507       $155,772
Blue Chip              111,480       3,941    13,932         6,207           32,202         55,197        111,480
Bond                   239,073       4,446    15,216         6,940          151,295         61,177        239,073
Capital Accumulation   348,586       5,355    17,075         8,366          246,737         71,053        348,586
Emerging Growth        342,601       9,018    36,543        14,091          170,337        112,612        342,601
Government             
  Securities Income    480,373       5,513    17,695        11,635          371,450         74,081        480,373
Growth                 341,141       8,202    23,821        12,760          198,204         98,154        341,141
High Yield              96,747       3,473    13,810         5,428           21,991         52,045         96,747
Tax-Exempt Bond        355,035       3,830    17,038         7,745          270,056         56,367        355,035
Utilities              186,458       4,456    23,346         7,330           89,142         62,184        186,458
World                  298,574       8,731    25,266        17,820          140,381        106,376        298,574
</TABLE>

     The amount  received  from each Fund and  retained  by  Princor  during the
period ended  October 31, 1995,  and the manner in which such amounts were spent
pursuant to the Class B Distribution  Plan for the last fiscal period of each of
the Funds were as follows: 
    
<PAGE>
<TABLE>
<CAPTION>
   
               Fund                        Amount Retained                    Service Fees
<S>                                                      <C>                              <C>  

Balanced                                                 $ 737                            $ 737
Blue Chip                                                1,256                            1,256
Bond                                                     1,907                            1,907
Capital Accumulation                                     1,374                            1,374
Emerging Growth                                          6,758                            6,758
Government Securities Income                             3,424                            3,424
Growth                                                   5,392                            5,392
High Yield                                                 501                              501
Tax-Exempt Bond                                          3,399                            3,399
Utilities                                                3,450                            3,450
World                                                    3,217                            3,217
</TABLE>
    

     A Plan may be terminated at any time by vote of a majority of the Directors
who are not interested persons (as defined in the Act), or by vote of a majority
of the outstanding  voting  securities of the class of shares of a Fund to which
the Plan  relates.  Any  change in a Plan that  would  materially  increase  the
distribution  expenses of a class of shares of a Fund  provided  for in the Plan
requires  approval  of the  shareholders  of the class of  shares to which  such
increase would relate.

     While a  Distribution  Plan is in  effect  for a Fund,  the  selection  and
nomination  of  Directors  who are not  interested  persons of that Fund will be
committed to the discretion of the Directors who are not interested persons.

   
     Each  Plan  will  continue  in  effect  from  year  to  year as long as its
continuance is specifically approved at least annually by a majority vote of the
directors of the Fund including a majority of the non-interested  directors. The
Plans for all  Classes of shares  were last  approved  by each  Fund's  Board of
Directors, including a majority of the non-interested directors, on December 11,
1995.
    

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

Growth-Oriented and Income-Oriented Funds

     The net asset  values  of the  shares  of each of the  Growth-Oriented  and
Income-Oriented  Funds are determined  daily,  Monday through Friday,  as of the
close of trading on the New York Stock Exchange, except on days on which changes
in the value of a Fund's  portfolio  securities  will not materially  affect the
current  net asset value of that Fund's  redeemable  securities,  on days during
which a Fund  receives  no  order  for the  purchase  or sale of its  redeemable
securities  and no tender of such a security  for  redemption,  and on customary
national  business  holidays.  The Funds treat as  customary  national  business
holidays  those  days on which the New York  Stock  Exchange  is closed  for New
Year's Day (January 1), Washington's  Birthday (third Monday in February),  Good
Friday  (variable date between March 20 and April 23,  inclusive),  Memorial Day
(last  Monday in May),  Independence  Day (July 4),  Labor Day (first  Monday in
September),  Thanksgiving  Day (fourth  Thursday in November)  and Christmas Day
(December  25).  The net asset value per share for each class of shares for each
Fund is determined by dividing the value of securities in the Fund's  investment
portfolio plus all other assets attributable to that class, less all liabilities
attributable  to that  class,  by the  number  of  Fund  shares  of  that  class
outstanding.  Securities  for which  market  quotations  are readily  available,
including options and futures traded on an exchange, are valued at market value,
which  is  for  exchanged-listed  securities,  the  closing  price;  for  United
Kingdom-listed  securities,  the market-maker provided price; and for non-listed
equity  securities,   the  bid  price.  Non-listed  corporate  debt  securities,
government  securities  and  municipal  securities  are usually  valued using an
evaluated  bid price  provided  by a pricing  service.  If  closing  prices  are
unavailable for exchange-listed  securities,  generally the bid price, or in the
case  of debt  securities  an  evaluated  bid  price,  is  used  to  value  such
securities.  When reliable  market  quotations  are not considered to be readily
available,  which may be the case,  for  example,  with  respect to certain debt
securities,  preferred stocks, foreign securities and over-the-counter  options,
the investments are valued by using market quotations, prices provided by market
makers, which may include dealers with which the Fund has executed transactions,
or  estimates  of market  values  obtained  from  yield  data and other  factors
relating to instruments or securities with similar characteristics in accordance
with procedures established in good faith by the Board of Directors.  Securities
with remaining maturities of 60 days or less are valued at amortized cost. Other
assets are valued at fair value as determined  in good faith through  procedures
established by the Board of Directors of the Fund.

     Generally,  trading in foreign  securities is substantially  completed each
day at  various  times  prior to the close of the New York Stock  Exchange.  The
values  of such  securities  used in  computing  net  asset  value per share are
usually  determined  as of such times.  Occasionally,  events  which  affect the
values of such securities and foreign currency  exchange rates may occur between
the times at which they are generally  determined  and the close of the New York
Stock  Exchange and would  therefore not be reflected in the  computation of the
Fund's  net  asset  value.  If  events  materially  affecting  the value of such
securities  occur during such period,  then these  securities  will be valued at
their fair value as  determined  in good faith by the Manager  under  procedures
established and regularly reviewed by the Board of Directors.  To the extent the
Fund invests in foreign  securities  listed on foreign  exchanges which trade on
days on which  the Fund does not  determine  its net asset  value,  for  example
Saturdays and other customary national U.S. holidays, the Fund's net asset value
could be significantly  affected on days when shareholders have no access to the
Fund.

Money Market Funds

     The net asset  value of each  class of  shares of each of the Money  Market
Funds  is  determined  at the  same  time  and on the  same  days as each of the
Growth-Oriented  Funds and  Income-Oriented  Funds as described  above.  The net
asset  value  per share for each  class of  shares of each Fund is  computed  by
dividing  the  total  value of the  Fund's  securities  and other  assets,  less
liabilities, by the number of Fund shares outstanding.

     All  securities  held  by the  Money  Market  Funds  will be  valued  on an
amortized  cost basis.  Under this method of valuation,  a security is initially
valued  at  cost;   thereafter,   the  Fund  assumes  a  constant  proportionate
amortization  in value until maturity of any discount or premium,  regardless of
the impact of  fluctuating  interest  rates on the market value of the security.
While this method  provides  certainty  in  valuation,  it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price that would be received upon sale of the security.

     Use of the  amortized  cost  valuation  method  by the Money  Market  Funds
requires each Fund to maintain a dollar weighted  average maturity of 90 days or
less and to purchase only obligations that have remaining maturities of 397 days
or less or have a variable or floating rate of interest. In addition,  each Fund
can invest only in  obligations  determined  by its Board of  Directors to be of
high quality with minimal credit risks.

     The Board of Directors  for each of the Money Market Funds has  established
procedures designed to stabilize,  to the extent reasonably possible, the Fund's
price per share as computed for the purpose of sales and  redemptions  at $1.00.
Such  procedures  include a directive to the Manager to test price the portfolio
or specific  securities thereof on a weekly basis using a mark-to-market  method
of valuation to determine possible  deviations in the net asset value from $1.00
per share.  If such  deviation  exceeds 1/2 of 1%, the Board of  Directors  will
promptly consider what action, if any, will be initiated. In the event the Board
of  Directors  determines  that a deviation  exists which may result in material
dilution  or other  unfair  results  to  shareholders,  the Board will take such
corrective action as it regards as appropriate, including: the sale of portfolio
instruments  prior to maturity;  the  withholding  of dividends;  redemptions of
shares in kind;  the  establishment  of a net asset  value per share  based upon
available market quotations; or splitting, combining or otherwise recapitalizing
outstanding shares. The Fund may also reduce the number of shares outstanding by
redeeming proportionately from shareholders, without the payment of any monetary
compensation,  such  number of full and  fractional  shares as is  necessary  to
maintain the net asset value at $1.00 per share.

PERFORMANCE CALCULATION

     Each of the Princor Funds may from time to time  advertise its  performance
in terms of total return or yield for each class of shares. The figures used for
total return and yield are based on the historical  performance of a Fund,  show
the  performance of a  hypothetical  investment and are not intended to indicate
future performance. Total return and yield will vary from time to time depending
upon market  conditions,  the  composition  of a Fund's  portfolio and operating
expenses.  These  factors  and  possible  differences  in the  methods  used  in
calculating  performance  figures  should be considered  when comparing a Fund's
performance to the performance of some other kind of investment.

     A Fund may also  include in its  advertisements  performance  rankings  and
other  performance-related  information  published  by  independent  statistical
services  or  publishers,  such  as  Lipper  Analytical  Services,  Weisenberger
Investment Companies Services, Money Magazine,  Forbes, The Wall Street Journal,
Baron's,  Changing  Times,  Fortune,  U.S.  News,  W. R.  Kipplinger's  Personal
Finance,  USA Today,  Investment  Advisor and Stanger's  Investment  Advisor and
comparisons of the performance of a Fund to that of various market indices, such
as the S&P 500 Index,  Valueline,  Dow Jones Industrials  Index,  Morgan Stanley
Capital  International  EAFE  (Europe,  Australia  and Far East) Index and World
Index, Lehman Brothers GNMA Index,  Salomon Brothers Investment Grade Bond Index
and Bond Buyer  Municipal  Index,  Lehman Brothers BAA Corporate  Index,  Lehman
Brothers High Yield Index,  Lehman  Brothers  Revenue Bond Index,  Merrill Lynch
Corporate  Government  Bond  Index and the  Lehman  Brothers  Mutual  Fund Short
Government/Corporate Index.

Total Return

     When advertising total return figures,  each of the  Growth-Oriented  Funds
and Income-Oriented  Funds will include its average annual total return for each
of the one-,  five- and  ten-year  periods (or for such  shorter  periods as the
registration  statement  for the relevant  class has been in effect) that end on
the last day of the most recent calendar quarter. Average annual total return is
computed by calculating  the average annual  compounded  rate of return over the
stated  period  that would  equate an initial  $1,000  investment  to the ending
redeemable  value assuming the  reinvestment  of all dividends and capital gains
distributions  at net asset value. In its  advertising,  a Fund may also include
average annual total return for some other period or cumulative total return for
a  specified  period.  Cumulative  total  return is  computed  by  dividing  the
difference between the ending redeemable value (assuming the reinvestment of all
dividends  and capital gains  distributions  at net asset value) and the initial
investment  by the initial  investment.  Total  return  calculations  assume the
payment  of the  maximum  front-end  load (in the case of Class A shares) or the
applicable CDSC (in the case of Class B shares). Average annual total return and
cumulative  total  return may also be  calculated  for a specified  period which
reflect  reduced sales charges or which reflect no sales charge or CDSC in order
to illustrate the change in a Fund's net asset value over time.

   
     The following  table shows as of October 31, 1995 average annual return for
Class A shares for each of the Funds for the periods indicated:

- --------------------------------------------------------------------------------
     Fund                                     1-Year      5-Year         10-Year
   
Balanced                                       8.82        13.08        9.54(1)
Blue Chip                                     16.89         9.67(2)      N/A
Bond                                          14.10         9.83        9.55(1)
Capital Accumulation                          12.40        15.76       11.51
Emerging Growth                               20.47        23.13       16.71(1)
Government Securities Income                  11.94         8.25        9.13
Growth                                        17.50        20.97       15.03
High Yield                                     6.48        11.62        7.26
Tax-Exempt Bond                               10.57         7.62        7.33(3)
Utilities                                     18.52         5.46(4)      N/A
World                                         -3.72        10.82       10.97
                                                                          
         (1) Period Beginning December 18, 1987 and ending October 31, 1995.
         (2) Period Beginning March 1, 1991 and ending October 31, 1995.
         (3) Period Beginning March 20,1986 and ending October 31, 1995.
         (4) Period Beginning December 16, 1992 and ending October 31, 1995.
- --------------------------------------------------------------------------------

           The  following  table  shows as of October 31,  1995  average  annual
return for Class B shares for each of the Funds for the periods indicated:
    
<PAGE>
   
- --------------------------------------------------------------
          Fund                               1-Year (1)
- --------------------------------------------------------------
Balanced                                     14.72
Blue Chip                                    22.94
Bond                                         13.98
Capital Accumulation                         21.06
Emerging Growth                              31.65
Government Securities Income                 12.07
Growth                                       27.48
High Yield                                    8.20
Tax-Exempt Bond                              13.97
Utilities                                    20.18
World                                         5.77
- --------------------------------------------------------------
(1) Period Beginning December 9, 1994 and ending October 31,
1995
- --------------------------------------------------------------
    
<PAGE>
Yield

Income-Oriented Funds

   
     Each of the  Income-Oriented  Funds calculates its yield by determining its
net investment income per share for a 30-day (or one month) period,  annualizing
that figure  (assuming  semi-annual  compounding) and dividing the result by the
maximum  public  offering  price for  Class A shares or the net asset  value for
Class B and Class R shares for the last day of the same  period.  The  following
table  shows as of  October  31,  1995 the yield for Class A shares  and Class B
shares for each of the Income-Oriented Funds:

- --------------------------------------------------------------------------------
      Fund                                           Yield as of
                                                  October 31, 1995
                                          Class A                   Class B
      Bond Fund                            6.12%                      5.68%
      Government Securities Income Fund    6.22%                      5.69%  
      High Yield Fund                      8.51%                      7.92%
      Tax-Exempt Bond Fund                 5.11%                      4.50%
      Utilities                            4.12%                      3.58%
- --------------------------------------------------------------------------------

     The Tax-Exempt  Bond Fund may advertise a  tax-equivalent  yield,  which is
calculated  by dividing  that  portion of the yield which is  tax-exempt  by one
minus a stated income tax rate and adding the product to that  portion,  if any,
of the  yield  which is not  tax-exempt.  As of  October  31,  1995  the  Fund's
tax-equivalent yields for Class A and Class B shares were as follows:

         Tax-Equivalent Yield                            Assumed               
Class A                         Class B                 Tax Rate
 7.10%                           6.25%                    28.0%
 7.98%                           7.03%                    36.0%
 8.46%                           7.45%                    39.6%
    

Money Market Funds

     Each of the Money Market Funds may  advertise  its yield and its  effective
yield  and  the  Tax-Exempt   Cash   Management  Fund  may  also  advertise  its
tax-equivalent yield.

   
     Yield is  computed by  determining  the net  change,  exclusive  of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the  beginning of the period,  subtracting  a  hypothetical  charge
reflecting deductions from shareholder accounts,  and dividing the difference by
the value of the account at the  beginning of the base period to obtain the base
period return,  and then  multiplying the base period return by (365/7) with the
resulting yield figure carried to at least the nearest hundredth of one percent.
As of October 31, 1995, the Cash Management  Fund's yield for Class A shares and
Class B shares  was 5.11%  and  4.45%,  respectively,  and the  Tax-Exempt  Cash
Management  Fund's  yield  for Class A shares  and Class B shares  was 3.16% and
2.40%,  respectively.  Because  realized  capital  gains or  losses  in a Fund's
portfolio are not included in the calculation,  the Fund's net investment income
per share for yield purposes may be different from the net investment income per
share for dividend  purposes,  which includes net  short-term  realized gains or
losses on the Fund's portfolio.

Effective yield is computed by determining the net change,  exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the  beginning of the period,  subtracting  a  hypothetical  charge
reflecting deductions from shareholder accounts,  and dividing the difference by
the value of the account at the  beginning of the base period to obtain the base
period return,  and then compounding the base period return by adding 1, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result.
The  resulting  effective  yield  figure  is  carried  to at least  the  nearest
hundredth of one percent.  As of October 31, 1995,  the Cash  Management  Fund's
effective  yield for  Class A shares  and  Class B shares  was 5.24% and  4.55%,
respectively,  and the Tax-Exempt  Cash  Management  Fund's  effective yield for
Class A shares and Class B shares was 3.21% and 2.43%, respectively.

     Tax equivalent yield for the Tax-Exempt Cash Management Fund is computed by
dividing that portion of the yield or effective yield which is tax-exempt by one
minus a stated income tax rate and adding the product to that  portion,  if any,
of the yield or effective yield which is not tax-exempt.  As of October 31, 1995
the Fund's  tax-equivalent yield and tax-equivalent  effective yield for Class A
shares and Class B shares were as follows:

  Tax-Equivalent Yield    Tax-Equivalent Effective Yield        Assumed        
 Class A         Class B    Class A        Class B              Tax Rate
 -------         -------    -------        -------              --------
  4.39%           3.33%       4.46%          3.38%                 28%
  4.94%           3.75%       5.02%          3.80%                 36%
  5.23%           3.97%       5.31%          4.02%                 39.6%
    


The yield quoted at any time for one of the Money Market  Funds  represents  the
amount  that was earned  during a  specific,  recent  seven-day  period and is a
function of the  quality,  types and length of maturity  of  instruments  in the
Fund's portfolio and the Fund's operating  expenses.  The length of maturity for
the portfolio is the average dollar  weighted  maturity of the  portfolio.  This
means that the portfolio has an average  maturity of a stated number of days for
its  issues.  The  calculation  is  weighted  by  the  relative  value  of  each
investment.

The yield for  either of the Money  Market  Funds  will  fluctuate  daily as the
income earned on the investments of the Fund fluctuates.  Accordingly,  there is
no assurance  that the yield quoted on any given  occasion will remain in effect
for any period of time. It should also be emphasized that the Funds are open-end
investment  companies and that there is no guarantee that the net asset value or
any stated rate of return will remain  constant.  A shareholder's  investment in
either Fund is not  insured.  Investors  comparing  results of the Money  Market
Funds with  investment  results and yields from other  sources  such as banks or
savings and loan associations should understand these  distinctions.  Historical
and comparative  yield  information  may, from time to time, be presented by the
Funds.

      A Fund  may  include  in its  advertisements  the  compounding  effect  of
reinvested dividends over an extended period of time as illustrated below.
<PAGE>



The Power of Compounding

Fund  shareholders who choose to reinvest their  distributions get the advantage
of compounding.  Here's what happens to a $10,000 investment with monthly income
reinvested at 6 percent, 8 percent and 10 percent over 20 years.

These figures assume no fluctuation in the value of principal. This chart is for
illustration purposes only and is not intended as an indication of the results a
shareholder  may receive as a  shareholder  of a specific  Fund.  The return and
capital value of an investment in a Fund will fluctuate so that the value,  when
redeemed, may be worth more or less than the original cost.



Year     6%      8%         10%
  0   $10,000   $10,000  $10,000
 20   $32,071   $46,610  $67,275 
<PAGE>

      A Fund may also  include  in its  advertisements  an  illustration  of the
impact of income  taxes and  inflation  on earnings  from bank  certificates  of
deposit  ("CD's").  The interest rate on the  hypothetical CD will be based upon
average  CD  rates  for a stated  period  as  reported  in the  Federal  Reserve
Bulletin.  The  illustrated  annual rate of inflation will be the core inflation
rate as measured by the Consumer Price Index for the 12-month period ended as of
the most recent month prior to the advertisement's  publication. The illustrated
income  tax  rate  may  include  any  federal  income  tax  rate  applicable  to
individuals at the time the advertisement is published.  Any such  advertisement
will indicate  that,  unlike bank CD's, an investment in the Fund is not insured
nor is there any guarantee that the Fund's net asset value or any stated rate of
return will remain constant.

   
      An example of a typical calculation  included in such advertisements is as
follows: the after-tax and inflation-adjusted  earnings on a bank CD, assuming a
$10,000  investment in a six-month bank CD with an annual interest rate of 5.76%
(monthly average  six-month CD rate for the month of October,  1995, as reported
in the  Federal  Reserve  Bulletin)  and an  inflation  rate  of 2.8%  (rate  of
inflation  for the  12-month  period  ended  October 31, 1995 as measured by the
Consumer Price Index) and an income tax bracket of 28% would be $(67).

       ($10,000 x 5.76%) / 2 = $288 Interest for six-month period
                             -   81 Federal income taxes (28%)
                             -  140 Inflation's impact on invested principal
                                   ($10,000 x 2.8%) / 2
                              ($ 67) After-tax, inflation-adjusted earnings
    

      A  Fund  may  also  include  in  its  advertisements  an  illustration  of
tax-deferred  accumulation versus currently taxable  accumulation in conjunction
with the  Fund's  use as a  funding  vehicle  for  403(b)  plans,  IRAs or other
retirement plans. The illustration set forth below assumes a monthly  investment
of $200, an annual return of 8% compounded monthly, and a 28% tax bracket.

      The  information  is for  illustrative  purposes  only and is not meant to
represent  the  performance  of any of the Princor  Funds.  An investment in the
Princor Funds is not guaranteed;  values and returns generally vary with changes
in market conditions.


<PAGE>

       Tax-deferred vs. taxable savings plan

      _______________________________________ $300,059 *

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

      _______________________________________ $192,844 **

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

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

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

      ---------------------------------------
    Years:  5    10    15    20    25    30

                 *     With a tax-deferred savings plan
                 **    Without a tax-deferred savings plan

TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

      It is the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other requirements,  each Fund intends to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund so qualifies,  it will be exempt from federal income tax upon the amount so
distributed  to  investors.  The Tax Reform Act of 1986 imposed an excise tax on
mutual funds which fail to distribute net investment income and capital gains by
the end of the calendar year in accordance  with the provisions of the Act. Each
Fund intends to comply with the Act's requirements and to avoid this excise tax.

      Dividends from net investment  income will be eligible for a 70% dividends
received  deduction  generally  available to  corporations  to the extent of the
amount of qualifying dividends received by the Funds from domestic  corporations
for  the  taxable   year.   Distributions   from  the  Money  Market  Funds  and
Income-Oriented Funds (except Princor Utilities Fund) are generally not eligible
for the corporate dividend received deduction.

      All taxable  dividends  and capital gains are taxable in the year in which
distributed,  whether  received  in cash or  reinvested  in  additional  shares.
Dividends  declared  with a record date in December  and paid in January will be
deemed to have been  distributed  to  shareholders  in December.  Each Fund will
inform  its  shareholders  of the  amount  and  nature of their  taxable  income
dividends and capital gain distributions. Dividends from a Fund's net income and
distributions  of capital gains,  if any, may also be subject to state and local
taxation.

      The Fund will be  required in certain  cases to withhold  and remit to the
U.S.  Treasury 31% of ordinary income dividends and capital gain dividends,  and
the  proceeds  of  redemption  of shares,  paid to any  shareholder  (1) who has
provided either an incorrect tax identification  number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to report the receipt of interest or dividend  income  properly,  or (3) who has
failed to certify to the Fund that it is not  subject to backup  withholding  or
that it is a corporation or other "exempt recipient."

      A  shareholder  will  recognize  gain or loss on the sale or redemption of
shares of the Fund in an amount equal to the difference  between the proceeds of
the sales or redemption and the shareholder's  adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the  shareholder
purchases  other  shares of the Fund  within 30 days before or after the sale or
redemption.  In general,  any gain or loss  arising  from (or treated as arising
from) the sale or redemption  of shares of the Fund will be  considered  capital
gain or loss and will be long-term  capital gain or loss if the shares were held
for longer than one year.  However,  any capital  loss arising from the sales or
redemption  of shares  held for six  months or less  will be  disallowed  to the
extent of the amount of  exempt-interest  dividends  received on such shares and
(to the extent not  disallowed)  will be treated as a long-term  capital loss to
the extent of the amount of capital  gain  dividends  received  on such  shares.
Capital  losses in any year are  deductible  only to the extent of capital gains
plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.

      If a shareholder (i) incurs a sales load in acquiring  shares of the Fund,
(ii) disposes of such shares less than 91 days after they are acquired and (iii)
subsequently acquires shares of the Fund or another fund at a reduced sales load
pursuant  to a right  to  reinvest  at  such  reduced  sales  load  acquired  in
connection  with the  acquisition of the shares disposed of, then the sales load
on the shares  disposed of (to the extent of the  reduction in the sales load on
the shares subsequently acquired) shall not be taken into account in determining
gain or loss on the shares  disposed  of but shall be treated as incurred on the
acquisition of the shares subsequently acquired.

      Shareholders  should  consult  their own tax  advisors as to the  federal,
state and local tax  consequences  of  ownership of shares of the Funds in their
particular circumstances.

Special Tax Considerations

      Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund

      The Tax-Exempt  Bond Fund and Tax-Exempt  Cash Management Fund also intend
to qualify to pay "exempt-interest  dividends" to their respective shareholders.
An  exempt-interest  dividend  is that part of  dividend  distributions  made by
either  Fund  which  consist of  interest  received  by that Fund on  tax-exempt
Municipal   Obligations.   Shareholders   incur  no  federal   income  taxes  on
exempt-interest  dividends.  However,  these  exempt-interest  dividends  may be
taxable under state or local law. Fund  shareholders  that are corporations must
include exempt-interest dividends in determining whether they are subject to the
corporate  alternative minimum tax.  Exempt-interest  dividends that derive from
certain  private  activity bonds must be included by individuals as a preference
item in  determining  whether they are subject to the  alternative  minimum tax.
Each Fund may also pay ordinary  income  dividends and distribute  capital gains
from time to time. Ordinary income dividends and distributions of capital gains,
if any, are taxable for federal purposes.

      If a  shareholder  receives an  exempt-interest  dividend  with respect to
shares of the Funds  held for six  months or less,  then any loss on the sale or
exchange  of such  shares,  to the  extent of the  amount of such  dividend,  is
disallowed.  If a  shareholder  receives a capital gain dividend with respect to
shares  held for six months or less,  then any loss on the sale or  exchange  of
such shares will be treated as a long term  capital loss to the extent such loss
exceeds any  exempt-interest  dividend received with respect to such shares, and
will be disallowed to the extent of such exempt-interest dividend.

      Interest  on  indebtedness  incurred  or  continued  by a  shareholder  to
purchase  or  carry  shares  of  either  of  these  Funds  is  not   deductible.
Furthermore,  entities  or  persons  who are  "substantial  users"  (or  related
persons)  under  Section  147(a) of the Code of  facilities  financed by private
activity bonds should consult their tax advisors before purchasing shares of the
Funds.

      From time to time,  proposals have been introduced before Congress for the
purpose of  restricting  or  eliminating  the federal  income tax  exemption for
interest on Municipal  Obligations.  If any such  legislation  as enacted  would
eliminate or significantly reduce the availability of Municipal Obligations,  it
could  adversely  affect the ability of the Funds to  continue  to pursue  their
respective  investment  objectives and policies.  In such event, the Funds would
reevaluate their investment objectives and policies.

      World Fund

      If under the investment  manager's  flexible  investment policy, the World
Fund  should  invest  the  greater  part of its  assets  abroad  (as to which no
assurance  can be given),  then in each fiscal  year when,  at the close of such
year,  more than 50% of the value of the Fund's  total  assets are  invested  in
securities of foreign  corporations,  the Fund may elect pursuant to Section 853
of the Code to permit its  Shareholders  to take a credit (or a  deduction)  for
foreign income taxes paid by the Fund. In that case, Shareholders should include
in their  report of gross income in their  federal  income tax returns both cash
dividends  received  from the Fund and also the amount which the Fund advises is
their pro rata portion of foreign income taxes paid with respect to, or withheld
from,  dividends  and  interest  paid to the Fund from its foreign  investments.
Shareholders  would then be entitled to subtract from their federal income taxes
the amount of such taxes  withheld,  or treat such foreign  taxes as a deduction
from  gross  income,  if that  should  be more  advantageous.  As in the case of
individuals  receiving income directly from foreign sources, the above-described
tax credit or tax deduction is subject to certain  limitations.  Shareholders or
prospective  shareholders  should  consult  their  tax  advisors  on  how  these
provisions apply to them.

      Futures Contracts and Options

      As previously  discussed,  some of the Princor Funds may invest in futures
contracts  or options  thereon,  index  options or options  traded on  qualified
exchanges. For federal income tax purposes,  capital gains and losses on futures
contracts  or options  thereon,  index  options or options  traded on  qualified
exchanges  are  generally  treated  as 60%  long-term  and  40%  short-term.  In
addition,  the Funds  must  recognize  any  unrealized  gains and losses on such
positions  held at the end of the fiscal  year. A Fund may elect out of such tax
treatment,  however,  for a  futures  or  options  position  that  is part of an
"identified  mixed  straddle"  such as a put option  purchased with respect to a
portfolio  security.  Gains and losses on futures  and  options  included  in an
identified mixed straddle will be considered 100% short-term and unrealized gain
or loss on such  positions  will  not be  realized  at year  end.  The  straddle
provisions of the Code may require the deferral of realized losses to the extent
that a Fund has unrealized gains in certain  offsetting  positions at the end of
the fiscal  year,  and may also require  recharacterization  of all or a part of
losses on certain offsetting positions from short-term to long-term,  as well as
adjustment of the holding periods of straddle positions.

      Short-Term Capital Gains

      One of the  requirements  each Fund must meet to  qualify  as a  regulated
investment company under federal tax law is that it must derive less than 30% of
its gross income from gains on the sale or other  disposition of securities held
for less than three months. Accordingly, each Fund will be restricted in selling
securities  held or considered  under Code rules to have been held for less than
three  months  and in  engaging  in  certain  transactions  to  obtain  or close
positions in options and futures contracts.

   
      Taxation of IRA Distributions

      Distributions  from IRAs are taxed as  ordinary  income to the  recipient,
although  special  rules  exist  for  the  tax-free  return  of   non-deductible
contributions.  In addition, taxable distributions received from an IRA prior to
age 59 1/2 are subject to a 10%  penalty tax in addition to regular  income tax.
Certain   distributions   are  exempted   from  this   penalty  tax,   including
distributions  following  the  participant's  death  or  disability  or  if  the
distribution  is paid  as  part of a  series  of  substantially  equal  periodic
payments made for the life (or life  expectancy) of the participant or the joint
lives (or joint life  expectancies)  of the  participant  and the  participant's
designated beneficiary.

      Generally, distributions from IRAs must commence not later than April 1 of
the calendar year following the calendar year in which the  participant  attains
age 70 1/2,  and such  distributions  must be made  over a period  that does not
exceed  the  life   expectancy  of  the  participant  (or  the  participant  and
beneficiary.)  A penalty  tax of 50% would be imposed on any amount by which the
minimum  required   distribution  in  any  year  exceeded  the  amount  actually
distributed in that year. In addition,  in the event that the  participant  dies
before  his or her  entire  interest  in  the  IRA  has  been  distributed,  the
participant's  entire  interest must be distributed at least as rapidly as under
the method of distribution  being used as of the date of that person's death. If
the  shareholder  dies prior to beginning  any  distributions  from the IRA, the
entire  interest in the IRA will be distributed  (1) within five years after the
date of the  participant's  death or (2) as periodic  payments  which will begin
within one year of the participant's  death and which will be made over the life
expectancy  of  the  participant's  designated  beneficiary.   However,  if  the
participant's  designated  beneficiary is the surviving  spouse,  the IRA may be
continued with the surviving spouse deemed to be the new IRA participant.

      The Code  permits  the  taxable  portion of funds to be  transferred  in a
tax-free rollover from a qualified  employer pension,  profit-sharing,  annuity,
bond purchase or tax-deferred  annuity plan to an IRA if certain  conditions are
met,  and if the  rollover  of assets  is  completed  within  60 days  after the
distribution from the qualified plan is received. A direct rollover of funds may
avoid a 20% federal tax withholding  generally  applicable to qualified plans or
tax-deferred annuity plan distributions.  In addition,  not more frequently than
once every twelve  months,  amounts may be rolled over  tax-free from one IRA to
another,   subject  to  the  60-day  limitation  and  other  requirements.   The
once-per-year  limitation  on  rollovers  does not apply to direct  transfers of
funds between IRA custodians or trustees.
    

GENERAL INFORMATION AND HISTORY

     The Balanced Fund was  incorporated  under the laws of Maryland on November
26, 1986.  Effective December 5, 1994, its name was changed from Princor Managed
Fund, Inc. to Princor Balanced Fund, Inc.

      The Emerging  Growth Fund was  incorporated  under the laws of Maryland on
February 20, 1987.  Effective  March 1, 1992,  its name was changed from Princor
Aggressive Growth Fund, Inc. to Princor Emerging Growth Fund, Inc.
   
    

FINANCIAL STATEMENTS

   
      The financial  statements for each of the Princor Funds for the year ended
October 31, 1995 appearing in the Annual Reports to shareholders and the reports
thereon  of Ernst & Young  LLP,  independent  auditors,  appearing  therein  are
incorporated  by reference  in this  Statement of  Additional  Information.  The
Annual Reports will be furnished without charge, to investors who request copies
of the Statement of Additional Information.
    





<PAGE>



APPENDIX A

Description of Bond Ratings:

Moody's Investors Service, Inc. Bond Ratings

Aaa:

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

Aa:

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

A:

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

Baa:

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

Ba:

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

B:

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

Caa:

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

Ca:

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

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

      CONDITIONAL  RATING:  Bonds  for  which  the  security  depends  upon  the
completion  of  some  act  or  the  fulfillment  of  some  condition  are  rated
conditionally.   These  bonds   secured  by  (a)  earnings  of  projects   under
construction,  (b) earnings of projects unseasoned in operation experience,  (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches.  Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

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

      SHORT-TERM NOTES: The four ratings of Moody's for short-term notes are MIG
1,  MIG 2,  MIG 3 and  MIG 4;  MIG 1  denotes  "best  quality,  enjoying  strong
protection  from  established  cash flows";  MIG 2 denotes  "high  quality" with
"ample  margins  of  protection";  MIG 3 notes are of  "favorable  quality...but
lacking the  undeniable  strength of the preceding  grades";  MIG 4 notes are of
"adequate  quality,  carrying  specific  risk for  having  protection...and  not
distinctly or predominantly speculative."

Description of Moody's Commercial Paper Ratings

      Moody's  Commercial  Paper  ratings  are  opinions of the ability to repay
punctually  promissory  obligations not having an original maturity in excess of
nine months. Moody's employs the following three designations,  all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:

           Issuers rated  Prime-1 (or related  supporting  institutions)  have a
      superior capacity for repayment of short-term promissory obligations.

           Issuers rated  Prime-2 (or related  supporting  institutions)  have a
      strong capacity for repayment of short-term promissory obligations.

           Issuers rated Prime-3 (or related  supporting  institutions)  have an
      acceptable capacity for repayment of short-term promissory obligations.
           Issuers  rated Not Prime do not fall  within any of the Prime  rating
categories.

Description of Standard & Poor's Corporation's Debt Ratings:

      A  Standard  &  Poor's  debt  rating  is  a  current   assessment  of  the
creditworthiness  of an obligor  with  respect to a  specific  obligation.  This
assessment may take into consideration obligers such as guarantors, insurers, or
lessees.

      The  debt  rating  is not a  recommendation  to  purchase,  sell or hold a
security,  inasmuch as it does not comment as to market price or suitability for
a particular investor.

      The ratings are based on current  information  furnished  by the issuer or
obtained  by Standard & Poor's from other  sources  Standard & Poor's  considers
reliable.  Standard & Poor's  does not perform an audit in  connection  with any
rating and may,  on  occasion,  rely on  unaudited  financial  information.  The
ratings may be changed,  suspended  or  withdrawn  as a result of changes in, or
unavailability of, such information, or for other circumstances.

      The   ratings   are  based,   in  varying   degrees,   on  the   following
considerations:

    I.  Likelihood of default -- capacity and willingness of the obligor as to 
        the timely payment of interest and repayment of principal in accordance 
        with the terms of the obligation;

   II.  Nature of and provisions of the obligation;

  III.  Protection  afforded by, and relative position of, the obligation in the
        event of bankruptcy,  reorganization or other arrangement under the laws
        of bankruptcy and other laws affecting creditor's rights.

       AAA:

       Debt rated  "AAA" has the highest  rating  assigned by Standard & Poor's.
       Capacity to pay interest and repay principal is extremely strong.

       AA:

       Debt rated "AA" has a very  strong  capacity  to pay  interest  and repay
       principal and differs from the highest-rated issues only in small degree.
       A:

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

       BBB:

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

       BB, B, CCC, CC:

       Debt  rated  "BB",  "B",  "CCC"  and "CC" is  regarded,  on  balance,  as
       predominantly  speculative  with  respect to capacity to pay interest and
       repay  principal in  accordance  with the terms of the  obligation.  "BB"
       indicates the lowest degree of speculation and "CC" the highest degree of
       speculation. While such debt will likely have some quality and protective
       characteristics,  these are  outweighed by large  uncertainties  or major
       risk exposures to adverse conditions.

       C:

       The rating "C" is reserved for income bonds on which no interest is being
       paid.


       D:

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

       Plus (+) or Minus (-):  The  ratings  from "AA" to "B" may be modified by
       the addition of a plus or minus sign to show relative standing within the
       major rating categories.

       Provisional  Ratings:  The  letter  "p"  indicates  that  the  rating  is
       provisional.  A provisional  rating assumes the successful  completion of
       the project being  financed by the bonds being rated and  indicates  that
       payment of debt  service  requirements  is largely or entirely  dependent
       upon the  successful and timely  completion of the project.  This rating,
       however,  while addressing credit quality subsequent to completion of the
       project,  makes no comment on the  likelihood  of, or the risk of default
       upon failure of, such  completion.  The investor  should exercise his own
       judgment with respect to such likelihood and risk.

       NR:

       Indicates that no rating has been  requested,  that there is insufficient
       information  on which to base a rating or that Standard & Poor's does not
       rate a particular type of obligation as a matter of policy.

Standard & Poor's, Commercial Paper Ratings

       A Standard & Poor's  Commercial  Paper Rating is a current  assessment of
the likelihood of timely payment of debt having an original  maturity of no more
than 365 days. Ratings are graded into four categories, ranging from "A" for the
highest  quality  obligations  to "D" for the lowest.  Ratings are applicable to
both  taxable  and  tax-exempt  commercial  paper.  The four  categories  are as
follows:

       A:

       Issues  assigned  the highest  rating are regarded as having the greatest
       capacity for timely payment.  Issues in this category are delineated with
       the numbers 1, 2 and 3 to indicate the relative degree of safety.

       A-1   This  designation  indicates  that the  degree of safety  regarding
             timely payment is either  overwhelming or very strong.  Issues that
             possess  overwhelming  safety  characteristics  will be given a "+"
             designation.

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

       A-3   Issues carrying this designation  have a satisfactory  capacity for
             timely payment. They are, however,  somewhat more vulnerable to the
             adverse  effects  of  changes  in  circumstances  than  obligations
             carrying the highest designations.

       B:

       Issues  rated "B" are  regarded as having only an adequate  capacity  for
       timely  payment.  However,  such  capacity  may be  damaged  by  changing
       conditions or short-term adversities.

       C:

       This rating is assigned to short-term  debt  obligations  with a doubtful
       capacity for payment.

       D:

       This rating  indicates that the issue is either in default or is expected
       to be in default upon maturity.

       The Commercial Paper Rating is not a recommendation to purchase or sell a
security.  The ratings are based on current information  furnished to Standard &
Poor's by the issuer and  obtained by  Standard & Poor's  from other  sources it
considers  reliable.  The ratings may be changed,  suspended,  or withdrawn as a
result of changes in or unavailability of, such information.

       Standard & Poor's rates notes with a maturity of less than three years as
follows:

       SP-1  A very strong,  or strong,  capacity to pay principal and interest.
             Issues that possess  overwhelming  safety  characteristics  will be
             given a "+" designation.

       SP-2 A satisfactory capacity to pay principal and interest.

       SP-3 A speculative capacity to pay principal and interest.


                                                      PART C
                                                 OTHER INFORMATION


Item 24.       Financial Statements and Exhibits

               (a)   Financial Statements included in the Registration Statement
                      (1)   Part A:
                               None
                      (2)   Part B:
                               None
                      (3)   Part C:
                               None
               (b)   Exhibits
                      (1)   Articles of Incorporation
                      (2)   By-Laws
                      (5a)  Management Agreement
                      (5b)  Sub-Advisory Agreement
                      (6)   Distribution Agreement
                      (9a)  Investment Service Agreement
                      (9b)  Dealer Selling Agreement
                      (10)  Opinion of Counsel *
                      (11)  Consent of Independent Auditors
                      (12)  Audited Financial Statements as of October 31,
                            1995, including the Report of Ernst & Young,
                            independent auditors for the Registrant.
                      (14a) Principal Mutual IRA Plan
                      (14b) Principal Mutual SEP Plan
                      (14c) Principal Mutual 403(b) Plan
                      (15a) 12b-1 Plan - Class A Shares
                      (15b) 12b-1 Plan - Class B Shares
                      (15r) 12b-1 Plan - Class R Shares
                      (18)  Multiple Class Distribution Plan

* To be filed by amendment

Item 25.     Persons Controlled by or Under Common Control with Depositor

                      Principal Mutual Life Insurance Company (incorporated as a
                      mutual life insurance company under the laws of Iowa);

                      Sponsored the  organization of the following mutual funds,
                      some of which it  controls  by  virtue  of  owning  voting
                      securities:

                         Principal Asset Allocation Fund, Inc. (a Maryland
                         Corporation) 100.0% of shares outstanding owned by
                         Principal Mutual Life Insurance Company and its
                         separate accounts on October 31, 1995.

                         Principal Aggressive Growth Fund, Inc. (a Maryland
                         Corporation) 100.0% of shares outstanding owned by
                         Principal Mutual Life Insurance Company and its
                         separate accounts on October 31, 1995.

                         Princor  Balanced  Fund,  Inc.a  Maryland  Corporation)
                         15.85% of shares  outstanding owned by Principal Mutual
                         Life Insurance Company on October 31, 1995.

                         Principal Balanced Fund, Inc. (a Maryland Corporation)
                         100.0% of shares outstanding owned by Principal Mutual
                         Life Insurance Company and its separate accounts on
                         October 31, 1995.

                         Princor Blue Chip Fund, Inc. (a Maryland Corporation)
                         26.63% of shares outstanding owned by Principal Mutual
                         Life Insurance Company on October 31, 1995.

                         Princor Bond Fund, Inc. (a Maryland Corporation) 1.86%
                         of shares outstanding owned by Principal Mutual Life
                         Insurance Company on October 31, 1995

                         Principal Bond Fund, Inc. (a Maryland Corporation)
                         100.0% of shares outstanding owned by Principal Mutual
                         Life Insurance Company and its separate accounts on
                         October 31, 1995.

                         Princor Capital Accumulation Fund, Inc. (a Maryland
                         Corporation) 44.88% of outstanding shares owned by
                         Principal Mutual Life Insurance Company on
                         October 31, 1995.

                         Principal Capital Accumulation Fund, Inc. (a Maryland
                         Corporation) 100.0% of outstanding shares owned by
                         Principal Mutual Life Insurance Company and its
                         Separate Accounts on October 31, 1995.

                         Princor Cash Management Fund, Inc. (a Maryland
                         Corporation) 1.89% of outstanding shares owned by
                         Principal Mutual Life Insurance Company (including
                         subsidiaries and affiliates) on October 31, 1995.

                         Princor Emerging Growth Fund, Inc. (a Maryland
                         Corporation) 0.92% of shares outstanding owned by
                         Principal Mutual Life Insurance Company on
                         October 31, 1995.

                         Principal Emerging Growth Fund, Inc. (a Maryland
                         Corporation) 100.0% of shares outstanding owned by
                         Principal Mutual Life Insurance Company and its
                         Separate Accounts on October 31, 1995.

                         Princor Government Securities Income Fund, Inc. (a
                         Maryland Corporation) 0.40% of shares outstanding owned
                         by Principal Mutual Life Insurance Company on
                         October 31, 1995.

                         Principal Government Securities Fund, Inc. (a Maryland
                         Corporation) 100.0% of shares outstanding owned by
                         Principal Mutual Life Insurance Company and its
                         Separate Accounts on October 31, 1995.

                         Princor Growth Fund, Inc. (a Maryland Corporation)
                         0.77% of outstanding shares owned by Principal Mutual
                         Life Insurance Company on October 31, 1995.

                         Principal Growth Fund, Inc. (a Maryland Corporation)
                         100.0% of outstanding shares are owned by Principal
                         Mutual Life Insurance Company and its Separate Accounts
                         on October 31, 1995.

                         Princor High Yield Fund, Inc. (a Maryland Corporation)
                         36.56% of shares outstanding owned by Principal Mutual
                         Life Insurance Company on October 31, 1995.

                         Principal High Yield Fund, Inc.(a Maryland Corporation)
                         100.0% of shares outstanding owned by Principal Mutual
                         Life Insurance Company and its Separate Accounts on
                         October 31, 1995.

                         Principal Money Market Fund, Inc. (a Maryland
                         Corporation) 100.0% of shares outstanding owned by
                         Principal Mutual Life Insurance Company and its
                         Separate Accounts on October 31, 1995.

                         Principal Special Markets Fund, Inc. (a Maryland
                         Corporation)  78.18% of the shares outstanding of the
                         International Securities Portfolio and 82.48% of the
                         shares outstanding of the Mortgage-Backed Securities
                         Portfolio were owned by Principal Mutual Life Insurance
                         Company on October 31, 1995.

                         Princor Tax-Exempt Bond Fund, Inc. (a Maryland
                         Corporation) 0.61% of shares outstanding owned by
                         Principal Mutual Life Insurance Company on
                         October 31, 1995.

                         Princor Tax-Exempt Cash Management Fund, Inc. (a
                         Maryland Corporation) 1.03% of shares outstanding owned
                         by Principal Mutual Life Insurance Company on
                         October 31, 1995.

                         Princor Utilities Fund, Inc. (a Maryland Corporation)
                         4.47% of shares outstanding owned by Principal Mutual
                         Life Insurance Company on October 31, 1995.

                         Princor World Fund, Inc. (a Maryland Corporation)
                         20.00% of shares outstanding owned by Principal Mutual
                         Life Insurance Company on October 31, 1995.

                         Principal World Fund, Inc. (a Maryland Corporation)
                         100.0% of shares outstanding owned by Principal Mutual
                         Life Insurance Company on October 31, 1995.

                      Subsidiaries organized and wholly-owned by Principal
                      Mutual Life Insurance Company:

                         Principal Life Insurance  Company (an Iowa Corporation)
                             A general insurance and annuity company.  It is not
                             currently active.

                         Principal Holding Company (an Iowa Corporation)
                             A holding company wholly-owned by Principal Mutual
                             Life Insurance Company.

                         PT Asuransi Jiwa Principal Egalita Indonesia

                      Subsidiaries wholly-owned by Principal Holding Company:

                      a.    Petula Associates, Ltd. (an Iowa Corporation) a real
                            estate development company.

                      b.    Patrician Associates, Inc.(a California Corporation)
                            a real estate development company.

                      c.    Principal Development Associates, Inc. (a California
                            Corporation) a real estate development company.

                      d.    Princor Financial Services Corporation (an Iowa
                            Corporation) a registered broker-dealer.

                      e.    Invista Capital Management, Inc. (an Iowa
                            Corporation) a registered investment adviser.

                      f.    Principal Marketing Services, Inc. (a Delaware
                            Corporation) a corporation formed to serve as an
                            interface between marketers and manufacturers of
                            financial services products.

                      g.    The Principal Financial Group, Inc. (a Delaware
                            corporation) a general business corporation
                            established in connection with the new corporate
                            identity.  It is not currently active.

                      h.    Delaware Charter Guarantee & Trust Company (a
                            Delaware Corporation) a nondepository trust company.

                      i.    Principal Securities Holding Corp. (a Delaware
                            Corporation) a holding company.

                      j.    Principal Health Care, Inc. (an Iowa Corporation) a
                            developer and administrator of managed care systems.

                      k.    Principal Financial Advisors, Inc. (an Iowa
                            Corporation) a registered investment advisor.

                      l.    Principal Asset Markets, Inc.(an Iowa Corporation) a
                            residential mortgage loan broker.

                      m.    Principal Portfolio Services, Inc. (an Iowa
                            Corporation) a mortgage due diligence company.

                      n.    Principal International, Inc.(an Iowa Corporation) a
                            company formed for the purpose of international
                             business development.

                      o.    Principal Spectrum Associates, Inc. (a California
                            Corporation) a real estate development company.

                      p.    Principal Commercial Advisors, Inc. (an Iowa
                            Corporation) a company that purchases and manages
                            commercial real estate in the secondary market.

                      q.    Principal FC, Ltd. (an Iowa Corporation) a limited
                            purpose investment corporation.

                      r.    America's Health Plan, Inc.(a Maryland Corporation)
                            a developer of discount provider networks.

                      s.    Principal Residential Mortgage, Inc. (an Iowa
                            Corporation) a full service mortgage banking company

                      t.    Equity FC, LTD. (an Iowa Corporation) engaged in
                            investment transactions including limited
                            partnership and limited liability companies.

                      Subsidiaries organized and wholly-owned by Princor
                      Financial Services Corporation:

                      a.    Princor Management Corporation (an Iowa Corporation)
                            a registered investment advisor.

                      b.    Principal Investors Corporation (a New Jersey
                            Corporation) a registered broker-dealer with the
                            Securities Exchange Commission.  It is not currently
                            active.

                      Subsidiary wholly owned by Principal Securities Holding
                      Corporation:

                            Principal Financial Securities, Inc. (a Delaware
                            Corporation) an investment banking and securities
                            brokerage firm.

                      Subsidiaries organized and wholly-owned by Principal
                      Health Care, Inc.:

                      a.    Principal Health Care of Illinois, Inc. (an Illinois
                            Corporation) a health maintenance organization.

                      b.    Principal Health Care of Nebraska, Inc.  (a Nebraska
                            Corporation) a health maintenance organization.

                      c.    Principal Health Care of Delaware, Inc. (a Delaware
                            Corporation) a health maintenance organization.

                      d.    Principal Health Care of Georgia, Inc.  (a Georgia
                            Corporation) a health maintenance organization.

                      e.    Principal Health Care of Kansas City, Inc. (a
                            Missouri Corporation) a health maintenance
                            organization.

                      f.    Principal Health Care of Louisiana, Inc.(a Louisiana
                            Corporation) a health maintenance organization.

                      g.    Principal Health Care of Florida, Inc. (a Florida
                            Corporation) a health maintenance organization.

                      h.    United Health Care Services of Iowa, Inc. (an Iowa
                            Corporation) a preferred provider organization.

                      i.    Principal Health Care of Iowa, Inc. (an Iowa
                            Corporation) a health maintenance organization.

                      j.    Principal Health Care of Indiana, Inc. (a Delaware
                            Corporation) a health maintenance organization.

                      k.    Principal Behavioral Health Care, Inc. (an Iowa
                            Corporation) a mental and nervous substance abuse
                            preferred provider organization.

                      l.    Principal Health Care of Nebraska, Inc. (a
                            Nebraska Corporation) a health maintenance
                            organization.

                      m.    Principal Health Care of Tennessee, Inc.(a Tennesse
                            Corporation) a health maintenance organization.

                      n.    Principal Health Care of Texas, Inc. ( a Texas
                            Corporation) a health maintenance organization.

                      o.    Principal Health Care of The Carolinas (a North
                            Carolina Corporation) a health maintenance
                            organization.

                      P.    Principal Health Care of South Carolina, Inc. (a
                            South Carolina Corporation) a health maintenance
                            organization

                      q.    United Health Care Services of Iowa, Inc. (an Iowa
                            Corporation) a health maintenance organization

                      Subsidiary owned by Principal Health Care of
                      Delaware, Inc.:

                            Principal Health Care of the Mid-Atlantic, Inc. (a
                            Virginia Corporation) a health maintenance
                            organization.

                      Subsidiaries owned by Principal International, Inc.:

                      a.    Grupo Financiero Principal S.A. De Seguros De Vida
                            (a Spain Corporation).

                      b.    Principal Internacional, S.A. Compania De Seguros (a
                            Mexico Corporation).

                      c.    Principal International Argentina, S.A. (an
                            Argentina Corporation).

                      d.    Principal International ASIA Limited (Goldchin
                            Champ, Limited) (a Hong Kong Corporation).

                      e.    Principal International De Chile S.A. (a Chile
                            Corporation)

                      Subsidiary owned by Grupo Financiero Principal S.A. De
                      Seguros De Vida:

                            Agencia De Seguros, SA (a Spain Corporation). It is
                            not currently active.

                      Subsidiaries owned by Principal International
                      Argentina, S.A.:

                      a.    Ethika, S.A. Administradora De Fondos De
                            Jubilaciones De Pensiones (an Argentina Corporation)

                      b.    Principal Compania De Seguros De Retiro S.A. (an
                            Argentina Corporation).

                      c.    Principal Compania De Seguros De Vida, S.A. (an
                            Argentina Corporation)

                      Subsidiaries owned by Principal International De
                      Chile S.A.:

                            Banrenta Compania De Seguros De Vida Vanmedica S.A.
                            (a Chile Corporation)

Item 26.       Number of Holders of Securities - As of:  November 30, 1995

                     (1)                                       (2)
               Title of Class                             Number of Holders
                           Princor Short-Term Bond Fund, Inc.
               Common-Class A                                   N/A
               Common-Class B                                   N/A

Item 27.       Indemnification

     Under Section 2-418 of the Maryland  General  Corporation Law, with respect
to any  proceedings  against a present  or former  director,  officer,  agent or
employee (a "corporate  representative")  of the Registrant,  the Registrant may
indemnify the corporate representative against judgments,  fines, penalties, and
amounts paid in settlement, and against expenses,  including attorneys' fees, if
such  expenses  were  actually  incurred  by  the  corporate  representative  in
connection with the proceeding, unless it is established that:

        (i)    The act or omission of the corporate representative was
               material to the matter giving rise to the proceeding; and

               1.    Was committed in bad faith; or

               2.    Was the result of active and deliberate dishonesty; or

       (ii)    The corporate representative actually received an improper
               personal benefit in money, property, or services; or


      (iii)    In  the  case  of  any   criminal   proceeding,   the   corporate
               representative  had  reasonable  cause to believe that the act or
               omission was unlawful.

     If a proceeding is brought by or on behalf of the Registrant,  however, the
Registrant may not indemnify a corporate representative who has been adjudged to
be liable to the Registrant.  Under the  Registrant's  Articles of Incorporation
and Bylaws, directors and officers of Registrant are entitled to indemnification
by the  Registrant to the fullest  extent  permitted  under Maryland law and the
Investment  Company Act of 1940.  Reference is made to Article VI,  Section 7 of
the Registrant's  Articles of Incorporation,  Article 12 of Registrant's  Bylaws
and Section 2-418 of the Maryland General Corporation Law.

     The  Registrant has agreed to indemnify,  defend and hold the  Distributor,
its officers and directors,  and any person who controls the Distributor  within
the meaning of Section 15 of the Securities Act of 1933,  free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
cost of investigating  or defending such claims,  demands or liabilities and any
counsel  fees  incurred in  connection  therewith)  which the  Distributor,  its
officers,  directors  or  any  such  controlling  person  may  incur  under  the
Securities  Act of 1933,  or under  common law or  otherwise,  arising out of or
based upon any untrue statement of a material fact contained in the Registrant's
registration statement or prospectus or arising out of or based upon any alleged
omission to state a material  fact  required  to be stated in either  thereof or
necessary  to make the  statements  in either  thereof  not  misleading,  except
insofar as such claims,  demands,  liabilities  or expenses  arise out of or are
based  upon any such  untrue  statement  or  omission  made in  conformity  with
information furnished in writing by the Distributor to the Registrant for use in
the Registrant's registration statement or prospectus:  provided,  however, that
this indemnity  agreement,  to the extent that it might require indemnity of any
person who is also an officer or director of the  Registrant or who controls the
Registrant within the meaning of Section 15 of the Securities Act of 1933, shall
not inure to the benefit of such officer,  director or controlling person unless
a court  of  competent  jurisdiction  shall  determine,  or it shall  have  been
determined by controlling precedent that such result would not be against public
policy as expressed in the Securities Act of 1933, and further provided, that in
no event  shall  anything  contained  herein be so  construed  as to protect the
Distributor  against any liability to the Registrant or to its security  holders
to which the  Distributor  would  otherwise  be  subject  by  reason of  willful
misfeasance,  bad faith, or gross negligence,  in the performance of its duties,
or by reason of its reckless  disregard of its obligations under this Agreement.
The  Registrant's  agreement  to  indemnify  the  Distributor,  its officers and
directors and any such controlling person as aforesaid is expressly  conditioned
upon the Registrant  being promptly  notified of any action brought  against the
Distributor,  its officers or directors,  or any such controlling  person,  such
notification to be given by letter or telegram addressed to the Registrant.

<TABLE>
<CAPTION>
Item 28.  Business or Other Connection of Investment Adviser

     A complete  list of the officers and directors of the  investment  adviser,
Princor  Management  Corporation,  are set out below. This list includes some of
the same people  (designated by an *), who are serving as officers and directors
of the Registrant.  For these people the information as set out in the Statement
of Additional Information (See Part B) under the caption "Directors and Officers
of the Fund" is incorporated by reference.

<S>           <C>                                 <C>                        <C>
              *Michael J. Beer                    The Principal              See Part B
               Vice President                     Financial Group
                                                  Des Moines, Iowa
                                                  50392

               Mary L. Bricker                    Same                       Assistant Corporate
               Assistant Corporate                                           Secretary
               Secretary                                                     Principal Mutual Life
                                                                             Insurance Company

               Ray S. Crabtree                    Same                       Senior Vice President
               Director                                                      Principal Mutual Life
                                                                             Insurance Company

               David J. Drury                     Same                       Chief Executive Officer
               Director                                                      and Chairman of the Board
                                                                             Principal Mutual Life
                                                                             Insurance Company


               Paul N. Germain                    Same                       Operations Officer
               Operations Officer                                            Princor Financial Services
                                                                             Corporation

              *Ernest H. Gillum                   Same                       See Part B
               Assistant Vice President

              *J. Barry Griswell                  Same                       See Part B
               Chairman of the Board
               and Director

               Joyce N. Hoffman                   Same                       Vice President and
               Vice President and                                            Corporate Secretary
               Corporate Secretary                                           Principal Mutual Life
                                                                             Insurance Company

               Theodore M. Hutchison              Same                       Executive Vice President
               Director                                                      Principal Mutual Life
                                                                             Insurance Company

              *Stephan L. Jones                   Same                       See Part B
               President and Director

               David K. Kauf                      Same                       Senior Vice President
               Director                                                      Principal Mutual Life
                                                                             Insurance Company


               Ronald E. Keller                   Same                       Executive Vice President
               Director                                                      Principal Mutual Life
                                                                             Insurance Company

               Sterling R. Kosmicke               Same                       President and Director
               Vice President                                                Invista Capital Management,
                                                                             Inc.

              *Michael D. Roughton                Same                       See Part B
               Counsel

               Charles E. Rohm                    Same                       Executive Vice President
               Director                                                      Principal Mutual Life
                                                                             Insurance Company

               Dewain A. Sparrgrove               Same                       Vice President -
               Vice President                                                Investment Securities
                                                                             Principal Mutual Life
                                                                             Insurance Company

              *Jerry G. Wisgerhof                 Same                       See Part B
               Vice President and
               Treasurer
</TABLE>

     Princor  Management  Corporation  serves as investment adviser and dividend
disbursing and transfer agent for, Principal Bond Fund, Inc.,  Principal Capital
Accumulation  Fund,  Inc.,  Principal  Emerging  Growth  Fund,  Inc.,  Principal
Government  Securities Fund, Inc.,  Principal Growth Fund, Inc.,  Principal High
Yield Fund, Inc.,  Principal  Balanced Fund, Inc.,  Principal Money Market Fund,
Inc.,  Principal  Special Markets Fund,  Inc.,  Principal  Utilities Fund, Inc.,
Principal World Fund,  Inc.,  Princor Blue Chip Fund,  Inc.,  Princor Bond Fund,
Inc.,  Princor Capital  Accumulation  Fund, Inc.,  Princor Cash Management Fund,
Inc., Princor Emerging Growth Fund, Inc.,  Princor Government  Securities Income
Fund, Inc.,  Princor Growth Fund, Inc.,  Princor High Yield Fund, Inc.,  Princor
Balanced Fund, Inc., Princor Tax-Exempt Bond Fund, Inc., Princor Tax-Exempt Cash
Management Fund, Inc.,  Princor  Short-Term Bond Fund, Inc.,  Princor  Utilities
Fund, Inc. and Princor World Fund,  Inc. - funds  sponsored by Principal  Mutual
Life Insurance Company.

Item 29.       Principal Underwriters

     (a) Princor  Financial  Services  Corporation,  principal  underwriter  for
Registrant,  acts as  principal  underwriter  for,  Principal  Bond Fund,  Inc.,
Principal Capital Accumulation Fund, Inc., Principal Emerging Growth Fund, Inc.,
Principal  Government  Securities  Fund,  Inc.,  Principal  Growth  Fund,  Inc.,
Principal High Yield Fund, Inc.,  Principal Balanced Fund, Inc., Principal Money
Market Fund, Inc.,  Principal  Special Markets Fund, Inc.,  Principal  Utilities
Fund, Inc.,  Principal World Fund, Inc.,  Princor Blue Chip Fund, Inc.,  Princor
Bond  Fund,  Inc.,  Princor  Capital   Accumulation  Fund,  Inc.,  Princor  Cash
Management Fund, Inc.,  Princor Emerging Growth Fund, Inc.,  Princor  Government
Securities  Income Fund,  Inc.,  Princor Growth Fund,  Inc.,  Princor High Yield
Fund, Inc.,  Princor Balanced Fund,  Inc.,  Princor  Tax-Exempt Bond Fund, Inc.,
Princor  Tax-Exempt Cash Management  Fund, Inc.,  Princor  Short-Term Bond Fund,
Inc.,  Princor  Utilities Fund, Inc.,  Princor World Fund, Inc. and for variable
annuity  contracts  participating  in Principal  Mutual Life  Insurance  Company
Separate  AccountB,  a registered  unit  investment  trust for retirement  plans
adopted by public school systems or certain tax-exempt organizations pursuant to
Section403(b)  of the  Internal  Revenue  Code,  Section 457  retirement  plans,
Section 401(a) retirement plans,  certain non- qualified  deferred  compensation
plans and Individual  Retirement Annuity Plans adopted pursuant to Section408 of
the Internal  Revenue Code, and for variable life insurance  contracts issued by
Principal  Mutual Life  Insurance  Company  Variable  Life Separate  Account,  a
registered unit investment trust.

<TABLE>
<CAPTION>
               (b)      (1)                       (2)                             (3)
                                                  Positions
                                                  and offices                     Positions and
               Name and principal                 with principal                  offices with
               business address                   underwriter                     registrant

<S>            <C>                                <C>                          <C>
               Michael J. Beer                    Vice President                  Vice President
               The Principal
               Financial Group
               Des Moines, IA 50392

               Mary L. Bricker                    Assistant Corporate             None
               The Principal                      Secretary
               Financial Group
               Des Moines, IA 50392

               Ray S. Crabtree                    Director                        None
               The Principal
               Financial Group
               Des Moines, IA 50392

               David J. Drury                     Director                        None
               The Principal
               Financial Group
               Des Moines, IA 50392

               Arthur S. Filean                   Vice President                  Vice President
               The Principal                                                      and Secretary
               Financial Group
               Des Moines, IA 50392

               Paul N. Germain                    Operations Officer              None
               The Principal
               Financial Group
               Des Moines, IA  50392

               Ernest H. Gillum                   Assistant                       Assistant
               The Principal                      Vice President                  Secretary
               Financial Group
               Des Moines, IA 50392

               J. Barry Griswell                  Director and                    Director and
               The Principal                      Chairman of the                 Chairman of the
               Financial Group                    Board                           Board
               Des Moines, IA 50392

               Joyce N. Hoffman                   Vice President and              None
               The Principal                      Corporate Secretary
               Financial Group
               Des Moines, IA 50392

               Theodore M. Hutchison              Director                        None
               The Principal
               Financial Group
               Des Moines, IA 50392

               Stephan L. Jones                   Director and                    Director and
               The Principal                      President                       President
               Financial Group
               Des Moines, IA 50392

               David K. Kauf                      Director                        None
               The Principal
               Financial Group
               Des Moines, IA 50392

               Ronald E. Keller                   Director                        Director
               The Principal
               Financial Group
               Des Moines, IA 50392

               John R. Lepley                     Senior Vice                     None
               The Principal                      President - Marketing
               Financial Group                    and Sales
               Des Moines, IA 50392

               Charles E. Rohm                    Director                        None
               The Principal
               Financial Group
               Des Moines, IA 50392

               Michael D. Roughton                Counsel                         Counsel
               The Principal
               Financial Group
               Des Moines, IA 50392

               Jean B. Schustek                   Compliance Officer              None
               The Principal
               Financial Group
               Des Moines, IA  50392

               Roger C. Stroud                    Assistant Director-             None
               The Principal                      Marketing
               Financial Group
               Des Moines, IA 50392

               Jerry G. Wisgerhof                 Treasurer                       Treasurer
               The Principal
               Financial Group
               Des Moines, IA 50392

               (c)    Inapplicable.
</TABLE>

Item 30.       Location of Accounts and Records

     All accounts, books or other documents of the Registrant are located at the
offices of the  Registrant and its  Investment  Adviser in the Principal  Mutual
Life Insurance Company home office building,  The Principal Financial Group, Des
Moines, Iowa 50392.

Item 31.       Management Services

               Inapplicable.

Item 32.       Undertakings

               Indemnification

     Reference is made to Item 27 above,  which  discusses  circumstances  under
which  directors  and officers of the  Registrant  shall be  indemnified  by the
Registrant  against certain  liabilities and expenses incurred by them by reason
of being a director or officer of the Registrant.

     Notwithstanding  the provisions of Registrant's  Articles of  Incorporation
and Bylaws, the Registrant hereby makes the following undertaking:

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant,  pursuant to the foregoing  provisions or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or controlling person of the Registrant,  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling  person of the Registrant,  in connection with
the securities being  registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue

               Shareholder Communications

     Registrant  hereby  undertakes  to call a meeting of  shareholders  for the
purpose of voting upon the question of removal of a director or  directors  when
requested in writing to do so by the holders of at least 10% of the Registrant's
outstanding shares of common stock and in connection with such meeting to comply
with the  provisions  of Section  16(c) of the  Investment  Company  Act of 1940
relating to shareholder communications

               Delivery of Annual Report to Shareholders

     The  registrant  hereby  undertakes  to  furnish  each  person  to  whom  a
prospectus  is  delivered a copy of the  registrant's  latest  annual  report to
shareholders, upon request and without charge.

                        Post-Effective Amendment Filing

     Registrant  hereby  undertakes  to file a  post-effective  amendment  using
financial statements which need not be certified, within four to six months from
the effective date of Registrant's 1933 Act Registration Statement.

                                         Consent of Independent Auditors 








The Board of Directors and Shareholders 
Princor Short-Term Bond Fund, Inc. 


We  consent  to  the  reference  to  our  firm  under  the  captions  "Financial
Highlights"  and  "Additional   Information  -  Financial   Statements"  in  the
Prospectuses  in Part A and to the  incorporation  by reference in Part B of our
report  dated  November  22,  1995 on the  financial  statements  and  financial
highlights of Princor Balanced Fund, Inc., Princor Blue Chip Fund, Inc., Princor
Capital  Accumulation  Fund, Inc.,  Princor Emerging Growth Fund, Inc.,  Princor
Growth Fund, Inc.,  Princor World Fund, Inc.,  Princor Bond Fund, Inc.,  Princor
Cash Management Fund, Inc.,  Princor  Government  Securities  Income Fund, Inc.,
Princor High Yield Fund,  Inc.,  Princor  Tax-Exempt  Bond Fund,  Inc.,  Princor
Tax-Exempt Cash Management Fund, Inc., and Princor  Utilities Fund, Inc. in Form
N-1A  Registration  Statement under the Securities Act of 1933 and  Registration
Statement  under the Investment  Company Act of 1940 of Princor  Short-Term Bond
Fund, Inc.


Des Moines, Iowa 
December 11, 1995 


<TABLE>
<CAPTION>
Princor Funds Performance 


                              Average Annual Total Returns 
                                                        As of October 31, 1995 
                              (the latest calendar quarter) 

                                      1 Year            5 Years            10 Years 
                                  with   without     with    without     with    without 
                                  sales   sales      sales    sales      sales    sales 
        A Shares of:             charge  charge     charge   charge     charge   charge  

<S>                              <C>     <C>       <C>       <C>        <C>     <C>     
Balanced                         8.82%   14.19%    13.08%    14.18%     9.54%a  10.21%a 
Blue Chip                       16.89    22.65      9.67b    10.81b       -         - 
Bond                            14.10    19.73      9.83     10.89      9.55a   10.23a 
Capital Accumulation            12.40    17.94     15.76     16.88     11.51    12.05 
Emerging Growth                 20.47    26.41     23.13     24.32     16.71a   17.42a 
Government Securities Income    11.94    17.46      8.25      9.29      9.13     9.65 
Growth                          17.50    23.29     20.97     22.14     15.03    15.59 
High Yield                       6.48    11.73     11.62     12.70      7.26a    7.92a 
Tax-Exempt Bond                 10.57    16.03      7.62      8.66      7.33d    7.87d 
Utilities                       18.52    24.36      5.46e     7.24e       -         - 
World                           -3.72     1.03     10.82     11.89     10.97    11.51 

                                     1 Year f              
                                  with   without       
        B Shares of:              CDSC*   CDSC* 

Balanced                        14.72%   18.72%       
Blue Chip                       22.94    26.94        
Bond                            13.98    17.98        
Capital Accumulation            21.06    25.06        
Emerging Growth                 31.65    35.65        
Government Securities Income    12.07    16.07        
Growth                          27.48    31.48        
High Yield                       8.20    12.20        
Tax-Exempt Bond                 13.97    17.97        
Utilities                       20.18    24.18        
World                            5.77     9.77        
   * Contingent Deferred Sales Charge 
<FN>
a Partial period, from effective date 12/18/87 
b Partial period, from effective date 3/1/91 
c Partial period, from effective date 5/21/85 
d Partial period, from effective date 3/20/86 
e Partial period, from effective date 12/16/92 
f Partial period, from effective date 12/9/94 
</FN>

Total return represents the overall  performance of an investment for a specific
period of time,  assuming  the  reinvestment  of  dividends  and capital  gains.
Average  annual total  returns for A shares are with and without  maximum  4.75%
sales  charge.  Average  annual total  returns for B shares are with and without
maximum 4.0% contingent deferred sales charge.

Total returns reflect past performance. Past performance does not predict future
performance.  The investment  return and principal  value of an investment  will
fluctuate so that shares,  when  redeemed,  may be worth more or less than their
original cost.
</TABLE>
<PAGE>
Contents 
                                      Page 
President's Letter.......................1 
Comments from the Funds' 
   Portfolio Managers....................2 
Building Retirement Security -- 
   Charting Your Route to a More 
   Secure Retirement....................10 

The Princor Growth-Oriented Funds 

Financial Statements and Financial 
Highlights 
   Statements of Assets and  
   Liabilities..........................12 
   Statements of Operations.............14 
   Statements of Changes in  
     Net Assets.........................16 
   Notes to Financial Statements........18 
   Schedules of Portfolio Investments 
     Balanced Fund, Inc.................24 
     Blue Chip Fund, Inc................26 
     Capital Accumulation  
       Fund, Inc........................27 
     Emerging Growth Fund, Inc..........29 
     Growth Fund, Inc...................32 
     World Fund, Inc....................34 
   Financial Highlights.................40 

The Princor Income-Oriented Funds 

Financial Statements and Financial 
Highlights 
   Statements of Assets and  
     Liabilities........................44 
   Statements of Operations.............46 
   Statements of Changes in  
     Net Assets.........................48 
   Notes to Financial Statements........50 
   Schedules of Portfolio Investments 
     Bond Fund, Inc.....................56 
     Cash Management Fund, Inc..........58 
     Government Securities Income  
       Fund, Inc........................61 
     High Yield Fund, Inc...............61 
     Tax-Exempt Bond Fund, Inc..........63 
     Tax-Exempt Cash Management 
       Fund, Inc........................66 
     Utilities Fund, Inc................68 
   Financial Highlights.................70 
Report of Independent Auditors..........74 
Federal Tax Information.................76 
The Princor Family of Mutual  
     Funds..............................80 



                                                   A Message From the President



Dear Shareholder:

The U.S. stock and bond markets have  maintained the strong  momentum with which
they began the year.  As cited in financial  publications,  since  January 1995,
stocks have risen  dramatically  and many market  indices  have  reached  record
levels.  Bond  returns have been more modest but remain  good,  rewarding  fixed
income  investors.  Results  in  international  stock  markets  were  mixed with
European issues performing best; Japan and Latin America also performed well.

Shareholders  of both Princor growth- and  income-oriented  funds have benefited
from these strong markets.  For the one-year  period ending  September 30, 1995,
all  Princor  funds have posted  positive  returns at net asset  value,  most in
double digits. [More complete fund performance  information is contained in this
report.]

Extraordinary performance of this type often leads to unbridled enthusiasm among
investors.  However, this enthusiasm needs to be tempered with an awareness that
returns at this level cannot be expected to continue indefinitely, and this past
performance does not guarantee future results. Investors should view these times
as confirmation of the three, time-proven tactics of successful  investing-focus
on the long term, invest regularly and diversify.

Looking  to the new  year,  most  market  strategists  expect  to see  continued
economic  growth,  moderate  inflation and limited  movement in interest  rates.
These factors,  combined with continued  efforts to reduce the federal  deficit,
should be favorable for the U.S.  stock and bond markets.  Though  international
markets  have  recently   lagged  those  of  the  U.S.,   potential  gains  from
international investing remain good for the long term.

Of additional interest is our upcoming conversion to a new, enhanced shareholder
recordkeeping  system.  This new system  will allow  Princor to better  meet the
service  needs of our  shareholders.  The most  recent  edition  of The  Princor
Shareholder  contains  an overview of the  conversion.  Complete  details of the
Princor  shareholder  recordkeeping  conversion  will  be  sent  to  you  at the
beginning of January.

Princor thanks you for helping to make this a very  successful  year.  Buoyed by
strong  performance,  our funds have  continued  to grow in both  assets and the
number of shareholders. We look forward to another fine year in 1996.


Sincerely,



Stephan L. Jones
President
<PAGE>
MANAGER'S COMMENTS 

Princor  Management  Corporation,  the adviser to the Princor funds,  is staffed
with investment professionals who manage each individual fund. Comments by these
individuals  in the following  paragraphs  summarize in capsule form the general
strategy  and recent  results of each fund over the past  year.  We believe  any
Princor fund should, under normal circumstances,  represent only a portion of an
investor's total investments.  For most investors a portfolio should be balanced
among  stocks,  bonds,  and  cash  reserves  to fit  their  own  needs  and risk
tolerance.  Those who maintain  this  balanced  approach  should be aware of the
short-term results, but focus on the long term. Past performance is no guarantee
of  future  results.  Fund  values  will  fluctuate  so that  the  shares,  upon
redemption, may be worth more or less than their original cost.

Growth-Oriented Funds 

Princor Balanced Fund 

Judi Vogel 

This  balanced  portfolio  is  designed to combine  stocks,  bonds and cash in a
relatively  conservative mix which provides both capital appreciation and income
to the shareholder without taking on undue risk. Financial markets cooperated in
helping  us to  achieve  our  objectives  over the year.  Both  stocks and bonds
delivered  double-digit  returns.  The economy  backed off from strong growth in
late 1994 to register  modest  advances over the  succeeding  months.  Inflation
remained  benign over the year and still is not a concern today.  Apparently the
Federal Reserve did a remarkable job of managing interest rates in order to cool
the economy without  plunging it into recession.  Long-term  interest rates have
fallen  about 1.5% over the last 10 months,  enabling  the bond market to surge.
Corporate  earnings  have  continued  to be strong  four years into an  economic
expansion thanks to widespread  increases in productivity and almost zero growth
in labor costs. While higher earnings have boosted common stocks, lower interest
rates have enabled prices to soar without the market  appearing  overvalued.  So
far 1995 has been a great year in the  markets.  We have  taken a slightly  more
cautious  stance than the average  balanced mutual fund with 50% of our holdings
in  equity-related  securities  and the balance in fixed  income.  According  to
Morningstar's  Balanced  Fund  Overview,  the average  balanced  fund has 53% in
equities.  Although our asset  allocation  caused returns to lag relative to the
Lipper  Balanced  Fund  Average,  the Fund's  returns in the absolute were quite
attractive.  There is no  independent  market  index  against  which to  measure
returns of  balanced  portfolios.  However,  we show the S&P 500 stock index for
your information.

Comparison of Change in Value $10,000 Investment
 
Princor Balanced Fund, Inc.
                       
                                  Balanced Fund                         Lipper
                                      Total            S&P 500         Balanced
             Year Ended October 31,  Return              Index          Average
                                       9,525            10,000           10,000
                      1988            10,714            11,628           11,233
                      1989            11,896            14,697           13,152
                      1990            10,554            13,595           12,465
                      1991            14,152            18,152           16,015
                      1992            15,830            19,959           17,413
                      1993            17,768            22,938           19,994
                      1994            17,935            23,823           19,852
                      1995            20,480            30,112           23,300

Princor Blue Chip Fund 

Mark  Williams 

The economic slowdown  experienced  during the first half of the year,  combined
with  moderate  inflation,  laid the  groundwork  for the past year's  excellent
returns.  Investors,  no longer  afraid of interest  rate  increases,  purchased
equities  aggressively.  As the  year  progressed,  investors  rotated  to those
companies able to show consistent earnings growth in spite of the slowdown.  The
weak dollar also contributed to good earnings comparisons for the multi-national
firms in the Fund. We ended this fiscal year ahead of Lipper's Growth and Income
Fund average return,  while trailing the S&P 500 Index return.  Two sectors with
moderate  weightings  in  the  Fund,  Financials  and  Technology,   experienced
above-average  returns.  Our moderate weightings  penalized relative performance
somewhat,  but we believed--and  continue to believe--this account has the right
exposure to these  industries.  Going  forward,  we continue to search for those
companies with consistent earnings increases,  well-capitalized  balance sheets,
and strong  business  prospects.  The  companies in the Fund are  positioned  to
succeed in the increasingly competitive global marketplace.

Comparison of Change in Value $10,000 Investment
 
Princor Blue Chip Fund, Inc.

                                     Blue Chip                         Lipper 
                                      Fund                             Growth & 
                                      Total            S&P 500         Income 
     Year Ended October 31,           Return            Index       Fund Average
                                       9,525            10,000            10,000
                      1991            10,137            10,654            10,544
                      1992            11,142            11,714            11,499
                      1993            11,771            13,464            13,424
                      1994            12,546            13,982            13,763
                      1995            15,388            17,673            16,510

Princor Capital Accumulation Fund 

David White 

Our strategy is to hold common  stocks that will produce  better rates of return
if bought and held forever.  Our analysis is very similar to the approach  which
companies take when making  acquisitions.  Future cash flows are weighed against
today's price. This is our "bottoms up" approach.  Overlaying this approach is a
"top down"  strategy.  We look at the big picture:  the  economy,  international
trade,  secular  industry  trends,  earnings  and the  stock  market.  Any macro
insights help select specific  investments  for the portfolio.  During this past
year, we have been reducing the portolio's  exposure to the cyclical side of the
economy.  The  economy was  nearing  capacity at the end of calendar  1994 which
limited cyclical companies ability to expand earnings. Proceeds from these sales
were  invested in  companies  that  should  continue to grow even if the economy
slows or  enters  a  recession.  Growth  stocks,  healthcare,  food,  banks  and
utilities have received the bulk of the funds. Electronic technology stocks were
about  the only  large  sector  that  produced  good  returns  this  past  year.
Unfortunately, we were underweighted in this sector which hurt performance. Late
in the year, the electronic  technology  sector started to underperform  and the
sectors this Fund is emphasizing started doing much better.

Comparison of Change in Value $10,000 Investment
 
Princor Capital Accumulation Fund, Inc.         
                        
                        
                                  Capital Accum.       S&P 500            Lipper
                                       Total            Stock    Growth & Income
       Year Ended October 31,         Return            Index       Fund Average
                                       9,525            10,000            10,000
                      1986            12,189            13,320            12,818
                      1987            12,731            14,181            12,953
                      1988            14,565            16,281            15,069
                      1989            16,578            20,578            18,154
                      1990            13,624            19,037            16,371
                      1991            19,160            25,416            21,855
                      1992            21,396            27,948            23,835
                      1993            23,624            32,120            27,825
                      1994            25,199            33,359            28,527
                      1995            29,721            42,164            34,221

Princor Emerging Growth Fund 

Mike Hamilton 

The financial  markets  continue their strong advance.  Strength has been across
all usual  indexes with NASDAQ  doing the best  recently.  The Princor  Emerging
Growth Fund performed better than its comparison indexes.

The Princor Emerging Growth Fund continues to be structured to take advantage of
the economic tide toward  efficiency,  productivity and global  competitiveness.
This had led us to overweight  technology,  industrial cyclicals,  financial and
healthcare sectors.  With the exception of the industrial cyclical area, all did
better  than the S&P  500.  The  portfolio  has  little  energy  and no  utility
exposure.

We  continue to  experience  a growing  balanced  economy  with  little  visible
imbalances  currently.  Our  outlook  is for  more  of  the  same  and we  don't
anticipate  making any dramatic changes to the portfolio.  The focus is on above
average growth companies with high returns on capital.

Comparison of Change in Value $10,000 Investment
 
Princor Emerging Growth Fund, Inc.              
                        
                                Emerging Growth        S&P 500            Lipper
                                      Total             Stock            MID CAP
        Year Ended October 31,        Return            Index       Fund Average
                                       9,525            10,000            10,000
                      1988            11,409            11,628            11,344
                      1989            13,651            14,697            14,346
                      1990            11,357            13,595            12,349
                      1991            18,689            18,152            19,744
                      1992            20,862            19,959            21,136
                      1993            24,964            22,938            26,260
                      1994            26,676            23,823            26,816
                      1995            33,721            30,112            33,389

Princor Growth Fund 

The  financial   markets  have   experienced  one  of  the  stronger  years  for
participants  so  far  in  1995.  The  year  has  witnessed   changed   economic
expectations from strong growth at the start of the year to slower  expectations
recently.  This  has  influenced  returns  as  the  market  has  shifted  from a
preference for cyclical companies to purer growth companies.  The Princor Growth
Fund is  positioned  for an  elongated  economic  cycle  with  little  excess or
imbalance  foreseen.  The Fund is balanced between cyclical growth companies and
companies with diminished dependence on the economic cycle. The portfolio's main
weightings  are in  technology,  financials  and  healthcare.  The Fund has done
better than its benchmarks  given this balance and continued  focus on companies
providing  products  and services  which  improve  productivity  and are able to
compete globally.

Comparison of Change in Value $10,000 Investment
 
Princor Growth Fund, Inc.               
                        
                                    Growth Fund        S&P 500            Lipper
                                      Total             Stock             Growth
             Year Ended October 31,   Return            Index       Fund Average
                                       9,525            10,000            10,000
                      1986            12,387            13,320            12,759
                      1987            12,715            14,181            12,704
                      1988            13,925            16,281            14,719
                      1989            16,439            20,578            18,297
                      1990            14,926            19,037            16,166
                      1991            23,777            25,416            22,847
                      1992            27,286            27,948            24,643
                      1993            29,968            32,120            28,849
                      1994            32,912            33,359            29,293
                      1995            40,578            42,164            36,318

Princor World Fund 

Scott Opsal 

The Fund's fiscal year began with the financial and economic  collapse in Mexico
following  devaluation of the peso.  Because the Fund owned stock in Mexican and
other emerging market companies,  declines in Latin American stock prices caused
relative  performance to lag. Our overweighting in European  cyclicals  reversed
that trend in mid-year.  Europe's  cyclical  recovery  produced  strong earnings
gains in industrial  companies.  European  markets also  benefited  from falling
interest  rates  over the  course of this year.  Europe  experienced  widespread
strength in its currencies relative to the US dollar.  Strong foreign currencies
and a weak  dollar  enhance  returns  for US  investors.  The  Fund  experienced
significant return advantages from its overweighting in European  currencies and
European  cyclicals,  both of which boosted relative returns  throughout most of
the year. The Japanese market fell dramatically  early in the year, but regained
its lost ground by year end. The yen has also fluctuated widely during the year.
These swings  introduced  tremendous  volatility  in  International  stock index
returns, however the Fund's low exposure in Japan allowed some avoidance to this
large source of volatility.

Comparison of Change in Value $10,000 Investment
 
Princor World Fund              
                        
                                    World Fund                            Lipper
                                       Total             EAFE      International
             Year Ended October 31,    Return            Index           Average
                                       9,525            10,000            10,000
                      1988             9,529            10,594            10,854
                      1989            10,055            11,457            12,475
                      1990            10,149             9,995            12,380
                      1991            11,552            10,689            13,434
                      1992            11,371             9,276            12,776
                      1993            16,077            12,751            17,045
                      1994            17,620            14,036            18,848
                      1995            17,801            13,896            18,733

Important Notes of the Growth-Oriented Funds: 

Standard & Poor's 500 Stock Index:  An unmanaged index of 500 widely held common
stocks representing industrial,  financial, utility and transportation companies
listed  on the  New  York  Stock  Exchange,  American  Stock  Exchange  and  the
Over-the-Counter market.

Lipper  Growth & Income  Fund  Average:  This  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one-year average currently contains 397 funds.

Lipper Mid Cap Fund Average:  This average consists of funds which by prospectus
or portfolio practice,  limit their investments to companies with average market
capitalizations  and/or  revenues  between $800  million and the average  market
capitalization  of the Wilshire  4500 Index (as  captured by the Vanguard  Index
Extended Market Fund). The one-year average currently contains 93 funds.

Lipper Growth Fund Average: This average consists of funds which normally invest
in companies whose long-term earnings are expected to grow significantly  faster
than the  earnings  of the  stocks  represented  in the  major  unmanaged  stock
indices. The one-year average currently contains 537 funds.

Lipper  Balanced  Fund  Average:  This average  consists of funds whose  primary
objective  is to  conserve  principal  by  maintaining  at all times a  balanced
portfolio of both stocks and bonds.  Typically,  the  stock/bond  ration  ranges
around 60%/40%. The one-year average currently contains 194 funds.

Morgan  Stanley  EAFE  (Europe,  Australia  and Far East)  Index:  This  average
reflects an  arithmetic,  market value  weighted  average of performance of more
than 900  listed  securities  which are  listed on the  stock  exchanges  of the
following countries:  Australia,  Austria,  Belgium, Denmark,  Netherlands,  New
Zealand, Norway, Singapore/Malaysia,  Spain, Sweden, Switzerland, and the United
Kingdom.

Lipper  International Fund Average:  This average consists of funds which invest
in securities  primarily  traded in markets  outside of the United  States.  The
one-year average currently contains 226 funds.

Note:  Mutual fund data from Lipper Analytical Services, Inc. 
Income-Oriented Funds 

Princor Bond Fund 

Don  Brattebo  One year ago we were  reporting  on what had been the worst  bond
market  performance  in memory,  due  primarily to the Federal  Reserve  raising
interest rates frequently.  However,  with pleasure we report to you that during
this past  twelve  months we have  witnessed a dramatic  turnaround  in the bond
market with interest rates falling sharply and bond prices  recovering to levels
we last saw in early 1994.

Not only has there been a recovery in fixed-income  markets  generally,  but the
Bond Fund has outperformed most of the funds in its peer group of Lipper Service
BBB-rated funds. The reason for this is two-fold:  First, we have remained fully
invested  and  maintained  our average  portfolio  maturity of 10 to 12 years to
obtain better yields.  Secondly,  we are more heavily concentrated in BBB-rated,
investment  grade bonds than other funds,  and this quality sector of the market
has outperformed most other sectors in the past twelve months.

We've come through some wild and challenging  markets these past two years,  but
have held firm to our  philosophy  of managing for total return over a long time
horizon. We continue to seek out better values on a day-to-day basis in order to
deliver attractive and competitive  returns to you. We believe,  once again, the
forces and  volatility of the markets have  reinforced our strategy (and we hope
the strategy of our  shareholders)  of investing  and managing for the long term
and not the short.

Comparison of Change in Value $10,000 Investment
 
Princor Bond Fund, Inc.         
                        
                                    Bond Fund          Lehman             Lipper
                                       Total             Baa           BBB Corp.
             Year Ended October 31,   Return            Index            Average
                                       9,525            10,000            10,000
                      1988            10,634            11,207            10,947
                      1989            11,862            12,598            11,980
                      1990            12,227            13,135            12,295
                      1991            14,189            15,451            14,397
                      1992            15,814            17,167            15,952
                      1993            18,220            19,771            18,362
                      1994            17,125            18,892            17,376
                      1995            20,504            22,156            19,873


Princor Government Securities Income Fund 

Marty Schafer The U.S.  Federal Reserve Board's  long-term goal of low inflation
and steady growth  appears  closer to reality with each passing year. The dismal
performance  of 1994 was due to the Fed's  actions to slow  economic  growth and
potential inflation.  In 1995, dramatic turnaround was the result of the markets
recognizing  that  inflation  was well  contained  at the peak of this  economic
cycle.  In fact, the most powerful  ingredient in  calculating  inflation--labor
costs--has  been  deflating.  With wage  increases  holding  steady and  benefit
packages being trimmed, corporate America has forced workers to work smarter and
harder resulting in increased  productivity.  This provides  products with lower
unit labor costs.  We look for the Fed to continue  their vigilant fight against
inflation.  While  ultimately  this  should be  beneficial  to all  fixed-income
investors, the road to solid returns may be rocky from time to time.

Our disciplined  approach of running a portfolio priced at or below par has once
again provided our  shareholders  with strong  performance.  This Fund's success
reflects  our  preference  for  slightly   longer   duration   assets  than  our
competitors.  We try to keep our duration between 5 and 6 years. The duration as
of October 31, 1995, at 5.25 years.  Duration  measures the  sensitivity  of the
value of the  mortgage-backed  securities  to  changes  in  interest  rates.  In
general, if interest rates change one percentage point, the value will change in
the opposite direction by a percentage which equals the duration.

Comparison of Change in Value $10,000 Investment
 
Princor Government Securities Income Fund               
                        
                                   Government          Lehman             Lipper
                                       Total            GNMA               GNMA
           Year Ended October 31,     Return            Index            Average
                                       9,525            10,000            10,000
                      1986            11,270            11,653            11,343
                      1987            11,443            12,122            11,537
                      1988            13,043            13,793            12,917
                      1989            14,463            15,367            14,177
                      1990            15,356            16,641            15,212
                      1991            17,932            19,485            17,484
                      1992            19,454            21,199            18,937
                      1993            21,749            22,804            20,474
                      1994            20,388            22,451            19,844
                      1995            23,947            25,863            22,550

Princor High Yield Fund 

Ken Hovey The period of the Fund's  fiscal year was good for high yield  markets
and the  Fund,  but not as good as for some  other  income-oriented  assets  and
funds.  The  Treasury  bond  market saw a  flattening  of its yield curve with a
sizeable decline in yields in all maturities except the shortest bills. The high
yield  market is often  compared to the  ten-year  Treasury.  This  Treasury had
increased  in yield for much of the prior  fiscal year and the reverse  occurred
for the past fiscal year. The yield peaked in early November and fell throughout
the year except for a minor  reversal in July and August.  For the year, the ten
year  Treasury  declined  in yield by 1.79%  while  the high  yield  market,  as
measured  by the Merrill  Lynch High Yield  Master  Index,  declined in yield by
1.09%.  In other words,  the positive  price change for high yield was less as a
result of the decline in interest  rates other than for Treasury  bonds or other
assets more closely correlated to Treasuries.

Our Fund performed about as expected during the year except for a sizeable price
decline in our holding of Drypers Corp.  This company,  a  manufacturer  of baby
diapers,  has had margin  problems  due to price  competition  and raw  material
prices.  Otherwise,  the Fund has not experienced credit problems.  Our strategy
remains to have a balance of "B" and "BB" rated  bonds and not to  speculate  on
distressed  bonds or trade  often for  short-term  gains.  We think,  within the
context of high yield,  that our Fund is relatively well positioned to withstand
a weaker or slower growing economy. Additionally, as a consequence of high yield
returns  lagging  behind other  fixed-income  assets,  the going forward  return
expectations  are now more favorable for high yield when compared to other asset
types.

Comparison of Change in Value $10,000 Investment
 
Princor High Yield Fund, Inc.           
                        
                                   High Yield          Lehman             Lipper
                                       Total         High Yield       High Yield
            Year Ended October 31,    Return             Index           Average
                                       9,525            10,000            10,000
                      1988            10,879            11,403            11,230
                      1989            11,171            11,625            11,355
                      1990             9,550            10,131             9,967
                      1991            11,998            15,050            13,589
                      1992            13,719            17,345            15,816
                      1993            15,319            20,450            18,991
                      1994            15,540            20,702            18,913
                      1995            17,363            23,958            21,409

Princor Tax-Exempt Bond Fund 

Dan Garrett The bond market was a great place to be during the fiscal year ended
October 31,  1995.  The long term  investor  was rewarded for staying the course
over the past few years.  For most periods the Fund has  outperformed the Lipper
General Municipal Fund average. We have done so by adding value through superior
credit  quality  analysis  and  avoiding   mistakes  such  as  unfavorable  bond
structures like  certificates of participation  and lease revenue bonds. We also
focus on companies which have strengths within their industries, such as utility
companies  with low cost  structures.  We have also avoided  bonds which have no
call protection, such as housing bonds.

There are many questions about the impact tax reform may have on investment
markets but few answers  because  several  proposals  are being  discussed.  The
municipal  market  would  have risen  further  in the  absence of the tax reform
issue. Under a balanced federal budget,  interest rates should fall, which would
benefit all bond investors. We will continue to find value in credit,  structure
and call  protection  features.  We focus on the long term  balance  of  current
income and total return.

Comparison of Change in Value $10,000 Investment
 
Princor Tax-Exempt Bond Fund, Inc.              
                        
                                   Tax Exempt         Lehman              Lipper
                                      Total           Revenue            General
             Year Ended October 31,   Return         Bond Index       Muni. Debt
                                       9,525            10,000            10,000
                      1986            10,193            10,634            10,639
                      1987             9,545            10,552            10,257
                      1988            11,476            12,391            11,880
                      1989            12,525            13,510            12,805
                      1990            13,033            14,515            13,515
                      1991            14,739            16,410            15,177
                      1992            15,883            17,837            16,298
                      1993            18,376            20,557            18,817
                      1994            17,014            19,466            17,714
                      1995            19,740            22,566            20,141

Princor Utilities Fund 

Catherine  Green  Utility  stocks  have had a very  strong year with many stocks
rising over 20%. The positive  gains were caused by several  factors.  First,  a
falling  interest  rate market had a positive  impact on these  stocks.  Second,
there has been much discussion  about increasing  competition for utilities.  As
the industry moves forward,  many of the companies have developed  plans to cope
with  these  changes.  This has calmed  investors'  fears,  and the stocks  have
reacted accordingly.  Third, weather changes impact certain regions as companies
are able to sell more  energy.  The last  impact  has been that of  mergers.  As
companies develop their plans to face the future, more of them are consolidating
to become more cost competitive. This has impacted electric utilities positively
as they are able to merge and cut costs to stay  ahead of the game.  Telephones,
over 25% of the Fund, have also enjoyed a strong year.  Again,  aggressive plans
to become winners in the fast growing telecommunications area has been a driving
factor. As our Fund is a "pure play," we have fared well in this environment. We
do not own any  non-utility  stocks or bonds,  so we are  focused  solely on the
common  stocks of utility  companies.  We will  continue this focus along with a
goal to emphasize low-cost, high quality utility companies.

Comparison of Change in Value $10,000 Investment
 
Princor Utilities Fund                  
                                
                        Utilities Fund      S&P 500       Lipper       Dow Jones
                              Total          Stock       Utilities     Utilities
    Year Ended October 31 ,  Return          Index        Average    With Income
                              9,525         10,000         10,000         10,000
                1993         11,047         10,980         11,575         11,658
                1994          9,368         11,403         10,475          9,349
                1995         11,651         14,413         12,325         11,810

Princor Cash Management Fund 
Princor Tax-Exempt Cash Management Fund 

Mike Johnson Steve  Schneider  Intervention  by the Federal  Reserve tapered off
during 1995 as opposed to the multitude of Fed tightening  actions that occurred
in the  prior  year.  The Fed  raised  short-term  rates  once  again  this past
February.  Then the  tightening  trend in place since the  beginning of 1994 was
reversed and a rate cut was affected in July.  Since then,  levels have remained
flat.  The  average  maturity  of our  own  portfolio,  as  well  as that of the
industry, started slowing in the third quarter as investors were no longer being
given any  incentive  to buy longer  paper.  We continue to target and  actively
monitor the industry  averages to keep both our yields and average days in line.
Both portfolios continue to invest from a list of approved issues of the highest
credit quality actively managed by our investment  securities  analytical staff.
Through  the third  quarter of 1995,  assets for both the  Princor  taxable  and
tax-exempt portfolios, as well as those industry-wide, all continued to increase
to record levels since the beginning of this year.
Important Notes of the Income-Oriented Funds: 

Lehman  Brothers,  Baa  Index:  An  unmanaged  index  of  all  publicly  issued,
fixed-rate,  nonconvertible,  dollar-denominated,  SEC-registered corporate debt
rated Baa or BBB by Moody's or S&P.

Lipper  Corporate  Debt BBB Rated Fund Average:  This average  consists of funds
which  invest at least 65% of their  assets in  corporate  and  government  debt
issues rated in the top four grades.  The one-year average currently contains 78
funds.

Lehman  Brothers,  GNMA Index: An unmanaged index of 15- and 30-year  fixed-rate
securities  backed  by  mortgage  pools  of  the  Government  National  Mortgage
Association  (GNMA) and Graduated  payment  mortgages  (GPMs) with at least $100
million outstanding and one year or more to maturity.

Lipper GNMA Fund  Average:  This average  consists of funds which invest a least
65% of their assets in Government National Mortgage Association securities.  The
one-year average currently contains 49 funds.

Lehman  Brothers,  High Yield Index:  An unmanaged  index of all publicly issued
fixed, dollar-denominated, SEC-registered corporate debt rated Ba1 or lower with
at least $100 million outstanding and one year or more to maturity.

Lipper High Current Yield Fund Average: This average consists of funds which aim
at high  (relative)  current yield from fixed income  securities.  No quality or
maturity  restrictions.  They tend to invest in lower  grade  debt  issues.  The
one-year average currently contains 112 funds.

Lehman  Brothers,  Revenue Bond Index:  An unmanaged  index of investment  grade
tax-exempt  revenue  bonds which have been issued within the last five years and
at least one-year or more to maturity.

Lipper General Municipal Debt Fund Average: This average consists of funds which
invest at least 65% of their  assets in  municipal  debt  issues in the top four
credit ratings. The one-year average currently contains 216 funds.

Standard & Poor's 500 Stock Index:  An unmanaged index of 500 widely held common
stocks representing industrial,  financial, utility and transportation companies
listed  on the  New  York  Stock  Exchange,  American  Stock  Exchange  and  the
Over-the-Counter market.

Lipper  Utilities Fund Average:  This average consists of funds which invest 65%
of its equity  portfolio  in utility  shares.  The  one-year  average  currently
contains 79 funds.

Dow Jones Utilities Index with Income: This average is a price-weighted  average
of 15 utility  companies  that are listed on the New York Stock Exchange and are
involved in the production of electrical energy.

Note:  Mutual fund data from Lipper Analytical Services, Inc. 
<PAGE>
Building Retirement Security-Charting Your Route to a More Secure Retirement 

     Planning  for  retirement  is more  difficult  than it was in the past.  In
previous generations, when a person retired at age 65, they could expect to live
only a limited number of years. In recent years,  modern medical  technology and
healthier  lifestyles  help to lengthen our years in  retirement.  Today,  a man
retiring at age 65 has a life  expectancy  of fifteen  more  years.  A woman who
retires at the same age can anticipate  living  another twenty years.  The trend
toward longer lives is expected to continue.  As a result,  retirement  planning
today is a very important aspect of your financial future.

     Successful  retirement  planning  begins with developing a clear picture of
your own retirement.  What are your retirement  goals and dreams?  How much will
they cost? How will inflation affect your plans for retirement?  By charting out
your  retirement  in detail now,  you gain a better idea of the path you need to
take.

     The next step to building retirement security is to look at your sources of
retirement income. According to a study done by the Pension and Welfare Benefits
Administration,  almost 70% of Americans  between the ages of 45 and 64, believe
that their  retirement  income  needs will be met by their  Social  Security and
employer pension  benefits.  In other words, from sources other than themselves.
In reality,  most retirees derive,  more than half their retirement  income from
personal sources. These included:  personal savings,  investments and additional
earnings.  These charts show the importance of taking responsibility for a large
portion of your own retirement income.

                                   Perception

Americans, Age 45-64 believe their most important retirement income source is:

Pension         43%
Social Security 25%
Savings         18%
Other           10%
Earnings         4%

                                    Reality

     The actual percentages for heads of household, age 65 + and $20,000 + total
annual income:

Savings         32%
Earnings        24%
Social Security 23%
Pension         20%
Other            1%

     As you continue down the retirement-planning road, you need to consider its
challenges. In addition to the normal,  anticipated financial  responsibilities,
we all face the threat of disability,  caring for aging parents or the loss of a
spouse. All these challenge our financial well-being and plans for a more secure
retirement.  The best way to meet these  challenges,  should they  occur,  is by
planning  ahead.  By planning  ahead we mean  beginning  a regular,  disciplined
savings and investment program.

                  Challenges to Meeting Your Retirement Goals

- - Income interruption from loss of job or disability
- - Death of Spouse
- - Health concerns for you and your family
- - The need to care for aging parents
- - Your need for long-term care
- - Lack of financial planning

     To help ensure the success of your  investment  program you may want to use
these  three  basic   investment   strategies:   investing  for  the  long-term,
diversification and dollar-cost averaging. One benefit of long-term investing is
compounding. The compounding illustration to the right shows how your investment
can grow over time,  assuming different rates of return.  Diversification is the
process  of  spreading  your  investments  among  more than one asset  class and
thereby  reducing  your  potential   investment  risk.  The  example  shows  how
diversification leads to a balanced investment portfolio.

                       How Money Grows $100,000 invested

Investment earning 10% over 25 years grows to $1,083,471.
Investment earning 8% over 25 years grows to $684,848.
Investment earning 6% over 25 years grows to $429,187.

     For  illustrative  purposes only.  Assumes no taxes are paid on earnings as
the investment  grows.  Interest rates do not reflect actual  performance of any
specific financial product.

     One of the easiest  investment  strategies  available to you is dollar-cost
averaging.  This strategy is to invest regulary,  and  continuously,  over time.
When investing using this strategy, you are purchasing shares whether the market
is up or down. Of course, no strategy  guarantees success but, the result should
be that your  average  share  cost is less than you  would  have paid  trying to
predict the market. When using dollar-cost averaging,  you need to evaluate your
ability to continue investing during periods lower market levels.  Here is how a
dollar-cost averaging program might look.

                               Investment Balance

               Interest Earning                  Equity
               Investments:                      Investments:
               Money Market Funds                Common Stock
               Bonds                             Real Estate
                  Government Securities
               ------------------------   ----------------------
                    ^                                     ^
                    ---------------------------------------
                                        ^
                                 Emergency Money
                            Life/Medical/Disability/LTC

     The final  step in  building  retirement  security  is to develop a plan of
action. To accomplish this, you+ll want to take into  consideration the types of
savings plans available to you. These might include: a 401(k), IRA, qualified or
non-qualified   annuities   or  mutual   fund   investments.   Your   registered
representative can help you design and implement a plan for building  retirement
security.

                             Dollar-Cost Averaging

               Regular               Share                Shares
             Investment              Price               Acquired
                $300                  $25                   12
                $300                  $20                   15
                $300                  $15                   20
                $300                  $20                   15
                $300                  $15                   20
                $300                  $12                   25
              $1,800                                       107

Average Share Cost  $16.82  ($1,800 / 107 Shares)
Average Share Price $17.83  *Sum of Share Price / 6)

(Investment  programs  like  dollar-cost  averaging do not assure a profit,  nor
guarantee  against a loss in declining  markets.  The plan  involves  continuous
investment regardless of price fluctuations.  So investors should consider their
ability to continue purchasing shares during periods of low price levels.)

     Here is a quick review of the four steps to building  retirement  security:
create a picture of your retirement  goals,  identify your sources of retirement
income,  prepare  for the  challenges  you may face along the way and,  finally,
develop an action plan.  Contact  your  registered  representative  to guide you
through the process of building retirement security.
<TABLE>
<CAPTION>
October 31, 1995


STATEMENTS OF ASSETS AND LIABILITIES


                                                                          Princor            Princor           Princor Capital
                                                                          Balanced           Blue Chip           Accumulation
GROWTH FUNDS                                                             Fund, Inc.         Fund, Inc.            Fund, Inc.



    Assets
    Investment in securities -- at value (cost -- $52,142,778;
       $28,607,185; $289,104,493; $114,702,569; $127,847,324;
<S>                                                                     <C>                <C>                   <C>
       and $118,823,668, respectively) (Note 4)...............          $58,108,590        $37,378,265           $341,501,900
    Cash ............................................................         1,883              4,446                  5,124
    Receivables:
       Dividends and interest........................................       326,277             49,320                443,387
       Investment securities sold....................................       234,883            847,845                162,104
       Capital Stock sold............................................        11,831             10,961                 10,112

    Other assets.....................................................         3,796                545                 24,412

                                                         Total Assets    58,687,260         38,291,382            342,147,039

    Liabilities
    Accrued expenses.................................................        75,023             47,894                228,835
    Payables:
       Investment securities purchased...............................       195,745          1,294,140                  --
       Capital Stock reacquired......................................        28,138              5,609                 13,737

                                                    Total Liabilities       298,906           1,347,643               242,572


   Net Assets Applicable to Outstanding Shares.......................    $58,388,354         $36,943,739          $341,904,467



    Net Assets Consist of:
    Capital Stock....................................................   $    42,490      $       24,581       $       144,323
    Additional paid-in capital.......................................    49,182,920          27,186,991           266,068,965
    Accumulated undistributed net investment income..................       350,410             105,316             2,279,052
    Accumulated undistributed net realized gain from:
       Investment  transactions .....................................     2,846,722             855,771            21,014,720
       Foreign currency transactions.................................         --                  --                   --
    Net unrealized appreciation of investments.......................     5,965,812           8,771,080            52,397,407
    Net unrealized appreciation on translation of assets and
       liabilities in foreign currencies.............................         --                  --                   --

                                                     Total Net Assets   $58,388,354         $36,943,739          $341,904,467



    Capital Stock (par value: $.01 a share)
    Shares authorized................................................   100,000,000         100,000,000           100,000,000

    Net Asset Value Per Share:
    Class A: Net Assets..............................................   $57,125,621         $35,211,596          $339,655,973
             Shares issued and outstanding...........................     4,156,937           2,342,512            14,337,061
             Net asset value per share...............................        $13.74              $15.03                $23.69
             Maximum offering price per share(1)  ...................        $14.43              $15.78                $24.87
    Class B: Net Assets .............................................    $1,262,733          $1,732,143            $2,248,494
             Shares issued and outstanding...........................        92,099             115,546                95,254
             Net asset value per share(2)............................        $13.71              $14.99                $23.61

<FN>

    (1)  Maximum  offering  price is equal to net asset  value plus a  front-end
    sales charge of 4.75% of the offering price.
    (2) Redemption price per share
    is equal to net asset value less any  applicable  contingent  deferred sales
    charge.
</FN>

   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                          Princor              Princor                Princor
                                                                      Emerging Growth           Growth                 World
GROWTH FUNDS                                                              Fund, Inc.           Fund, Inc.            Fund, Inc.


    Assets
    Investment in securities -- at value (cost -- $52,142,778;
       $28,607,185; $289,104,493; $114,702,569; $127,847,324;
<S>                                                                     <C>                  <C>                    <C>
       and $118,823,668, respectively) (Note 4)......................   $157,431,132         $182,460,635           $133,458,881
    Cash ............................................................        238,607               24,872                 17,052
    Receivables:
       Dividends and interest........................................        195,210              180,857                172,355
       Investment securities sold....................................        343,742                --                     --
       Capital Stock sold............................................      1,755,725              149,920                 21,117
    Other assets.....................................................          2,129                8,638                  1,617

                                                         Total Assets    159,966,545          182,824,922            133,671,022

    Liabilities
    Accrued expenses.................................................        198,701              180,467                214,708
    Payables:
       Investment securities purchased...............................          --                   --                 2,968,759
       Capital Stock reacquired......................................        159,230               37,599                 25,379

                                                    Total Liabilities        357,931              218,066              3,208,846


    Net Assets Applicable to Outstanding Shares    ..................   $159,608,614         $182,606,856           $130,462,176



    Net Assets Consist of:
    Capital Stock.............................................          $     50,762     $         49,069        $       179,192
    Additional paid-in capital.......................................    112,613,229          121,497,400            108,856,451
    Accumulated undistributed net investment income..................        324,845              564,227                776,759
    Accumulated undistributed net realized gain from:
       Investment  transactions .....................................      3,891,215            5,882,849              5,913,237
       Foreign currency transactions.................................         --                    --                    97,847
    Net unrealized appreciation of investments.......................     42,728,563           54,613,311             14,635,213
    Net unrealized appreciation on translation of assets and
       liabilities in foreign currencies.............................         --                    --                     3,477

                                                     Total Net Assets   $159,608,614         $182,606,856           $130,462,176



    Capital Stock (par value: $.01 a share)
    Shares authorized................................................    100,000,000          100,000,000            100,000,000

    Net Asset Value Per Share:
    Class A: Net Assets..............................................   $150,611,372         $174,328,071           $126,554,316
             Shares issued and outstanding...........................      4,788,877            4,683,768             17,379,043
             Net asset value per share...............................         $31.45               $37.22                  $7.28
             Maximum offering price per share(1)  ...................         $33.02               $39.08                  $7.64
    Class B: Net Assets .............................................     $8,997,242           $8,278,785             $3,907,860
             Shares issued and outstanding...........................        287,338              223,165                540,127
             Net asset value per share(2)............................         $31.31               $37.10                  $7.24
<FN>

    (1)  Maximum  offering  price is equal to net asset value plus a front-end
    sales charge of 4.75% of the offering price.
    (2) Redemption price per share is equal to net asset value less any
    applicable contingent deferred sales charge.
</FN>

   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended October 31, 1995


STATEMENTS OF OPERATIONS


                                                                          Princor              Princor             Princor Capital
                                                                         Balanced             Blue Chip             Accumulation
GROWTH FUNDS                                                             Fund, Inc.           Fund, Inc.              Fund, Inc.


    Net Investment Income
<S>                                                                    <C>                  <C>                     <C>
    Income:
       Dividends.....................................................  $   874,225          $   841,327             $   8,308,899
       Less: Withholding tax on foreign dividends....................        --                    --                        --
       Interest......................................................    1,645,802              149,804                   473,882


                                                        Total Income     2,520,027              991,131                 8,782,781
    Expenses:
       Management and investment advisory fees (Note 3)   ...........      330,469              154,603                 1,380,466
       Distribution and shareholder servicing fees--Class A (Note 3).      136,567               75,787                   331,639
       Distribution and shareholder servicing fees--Class B (Note 3).        3,997                5,456                     7,816
       Transfer and administrative services (Note 3).................      220,147              146,409                   510,906
       Registration fees--Class A....................................       28,662               20,003                    51,325
       Registration fees--Class B....................................          461                  874                       439
       Custodian fees ...............................................       14,244                7,915                    14,294
       Auditing and legal fees ......................................        6,638                5,880                     8,733
       Directors' fees ..............................................        7,825                7,825                     8,125
       Other ........................................................        6,631                4,775                    30,355

                                                      Total Expenses       755,641              429,527                 2,344,098

                                               Net Investment Income     1,764,386              561,604                 6,438,683

    Net Realized and Unrealized Gain (Loss) on Investments
    and Foreign Currency
    Net realized gain from:
       Investment transactions.......................................    2,846,701            1,227,208                21,096,912
       Foreign currency transactions.................................        --                   --                        --
    Net increase (decrease) in unrealized appreciation/
       depreciation on:
       Investments...................................................    2,809,432            4,662,787                24,916,772
       Translation of assets and liabilities in foreign currencies...        --                   --                        --

                                    Net Realized and Unrealized Gain
                                on Investments and Foreign Currency      5,656,133            5,889,995                46,013,684


                                          Net Increase in Net Assets
                                           Resulting from Operations    $7,420,519           $6,451,599               $52,452,367
</TABLE>
<PAGE>
<TABLE>
<CAPTION>




STATEMENTS OF OPERATIONS


                                                                            Princor              Princor                Princor
                                                                        Emerging Growth          Growth                  World
GROWTH FUNDS                                                               Fund, Inc.           Fund, Inc.             Fund, Inc.


    Net Investment Income
<S>                                                                  <C>                        <C>                 <C>
    Income:
       Dividends.....................................................$   1,319,806        $     2,383,176           $  3,306,884
       Less: Withholding tax on foreign dividends....................        --                    --                   (394,379)
       Interest......................................................    1,024,770                916,380                327,064

                                                        Total Income     2,344,576              3,299,556              3,239,569
    Expenses:
       Management and investment advisory fees (Note 3)   ..........       772,512                701,276                881,227
       Distribution and shareholder servicing fees--Class A (Note 3).      292,867                312,530                291,227
       Distribution and shareholder servicing fees--Class B (Note 3).       31,456                 26,585                 15,058
       Transfer and administrative services (Note 3).................      612,488                584,133                525,897
       Registration fees--Class A....................................       49,607                 44,349                 49,862
       Registration fees--Class B....................................        1,851                    779                    481
       Custodian fees ...............................................        8,253                  8,550                151,534
       Auditing and legal fees ......................................        7,253                  6,531                  9,248
       Directors' fees ..............................................        8,125                  8,125                  7,975
       Other ........................................................       10,189                 12,863                 12,116

                                                      Total Expenses     1,794,601              1,705,721              1,944,625

                                               Net Investment Income      549,975               1,593,835              1,294,944

    Net Realized and Unrealized Gain (Loss) on Investments
    and Foreign Currency
    Net realized gain from:
       Investment transactions.......................................   3,897,774               5,884,252              5,921,120
       Foreign currency transactions.................................       --                      --                    97,847
    Net increase (decrease) in unrealized appreciation/
       depreciation on:
       Investments...................................................  25,019,957              24,040,842             (5,202,468)
       Translation of assets and liabilities in foreign currencies...       --                      --                    (5,691)

                                    Net Realized and Unrealized Gain
                                on Investments and Foreign Currency    28,917,731              29,925,094                810,808

                                          Net Increase in Net Assets
                                           Resulting from Operations  $29,467,706             $31,518,929           $  2,105,752




   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Years Ended October 31


STATEMENTS OF CHANGES IN NET ASSETS


                                                                                 Princor                         Princor
                                                                                 Balanced                       Blue Chip
GROWTH FUNDS                                                                    Fund, Inc.                      Fund, Inc.




                                                                             1995        1994              1995          1994
<S>                                                                       <C>         <C>           <C>             <C>

    Operations
    Net investment income............................................     $1,764,386  $1,271,900    $     561,604   $   431,588
    Net realized gain (loss) from investment transactions............      2,846,701     234,600        1,227,208      (288,180)
    Net realized gain (loss) from foreign currency transactions......          --          --               --            --
    Net increase (decrease) in unrealized appreciation/depreciation
       on investments and translation of assets and liabilities in
       foreign currencies............................................      2,809,432  (1,115,430)       4,662,787     1,524,678

                                          Net Increase in Net Assets
                                           Resulting from Operations       7,420,519     391,070        6,451,599     1,668,086


    Dividends and Distributions to Shareholders
    From net investment income:
       Class A.......................................................     (1,526,106) (1,470,992)        (487,675)     (541,987)
       Class B.......................................................        (10,560)       --             (6,240)         --

                                                                          (1,536,666) (1,470,992)        (493,915)     (541,987)

    From net realized gain on investments  and foreign  currency  transactions:
       Class A.......................................................       (234,514) (1,646,619)            --            --

                                                 Total Distributions      (1,771,180) (3,117,611)        (493,915)     (541,987)

    Capital Share Transactions (Note 5)
    Shares sold:
       Class A.......................................................      7,935,949  24,138,081        6,239,894     5,228,761
       Class B.......................................................      1,269,648       --           1,632,045         --
    Shares issued in reinvestment of dividends and distributions:
       Class A.......................................................      1,395,703   2,123,538          366,550       535,883
       Class B.......................................................         10,489       --               6,184         --
    Shares redeemed:
       Class A.......................................................    (11,165,026)(10,121,469)      (4,463,004)   (3,403,936)
       Class B.......................................................        (73,722)      --             (41,750)        --

                          Net Increase (Decrease) in Net Assets from
                                          Capital Share Transactions        (626,959) 16,140,150        3,739,919     2,360,708

                                                      Total Increase       5,022,380  13,413,609        9,697,603     3,486,807

    Net Assets
    Beginning of year................................................     53,365,974  39,952,365       27,246,136    23,759,329

    End of year (including undistributed net investment
       income as set forth below)....................................    $58,388,354 $53,365,974      $36,943,739   $27,246,136


    Undistributed Net Investment Income  ............................    $   350,410 $   131,213    $     105,316   $    40,721




   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31


STATEMENTS OF CHANGES IN NET ASSETS


                                                                               Princor Capital                   Princor
                                                                                Accumulation                 Emerging Growth
GROWTH FUNDS                                                                      Fund, Inc.                    Fund, Inc.




                                                                               1995         1994             1995          1994
<S>                                                                    <C>            <C>             <C>             <C>

    Operations
    Net investment income............................................  $   6,438,683  $  5,353,058    $    549,975    $   12,330
    Net realized gain (loss) from investment transactions............     21,096,912     4,676,679       3,897,774       541,397
    Net realized gain (loss) from foreign currency transactions......          --            --               --            --
    Net increase (decrease) in unrealized appreciation/depreciation
       on investments and translation of assets and liabilities in
       foreign currencies............................................     24,916,772     7,375,728      25,019,957     4,047,834

                                          Net Increase in Net Assets
                                           Resulting from Operations      52,452,367    17,405,465      29,467,706     4,601,561


    Dividends and Distributions to Shareholders
    From net investment income:
       Class A.......................................................     (5,617,183)   (5,289,873)       (236,412)        --
       Class B.......................................................         (6,731)        --               (992)        --

                                                                          (5,623,914)   (5,289,873)       (237,404)        --

    From net realized gain on investments and foreign currency transactions:
       Class A.......................................................     (4,755,174)  (16,954,587)       (544,422)     (193,029)

                                                 Total Distributions     (10,379,088)  (22,244,460)       (781,826)     (193,029)

    Capital Share Transactions (Note 5)
    Shares sold:
       Class A.......................................................     28,287,310    52,028,708      46,003,051    51,667,572
       Class B.......................................................      2,179,812         --          8,944,401        --
    Shares issued in reinvestment of dividends and distributions:
       Class A.......................................................     10,162,185    21,826,872         763,370       188,206
       Class B.......................................................          6,731         --                992        --
    Shares redeemed:
       Class A.......................................................    (26,662,663)  (23,067,558)    (16,885,879)  (11,967,357)
       Class B.......................................................       (107,211)        --           (867,829)       --

                          Net Increase (Decrease) in Net Assets from
                                          Capital Share Transactions      13,866,164    50,788,022      37,958,106    39,888,421

                                                      Total Increase      55,939,443    45,949,027      66,643,986    44,296,953

    Net Assets
    Beginning of year................................................    285,965,024   240,015,997      92,964,628    48,667,675

    End of year (including undistributed net investment
       income as set forth below)....................................
                                                                        $341,904,467  $285,965,024     $159,608,614  $92,964,628



    Undistributed Net Investment Income  ............................   $  2,279,052  $  1,464,283     $    324,845 $     12,274







   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Years Ended October 31


STATEMENTS OF CHANGES IN NET ASSETS


                                                                                    Princor                       Princor
                                                                                     Growth                        World
GROWTH FUNDS                                                                       Fund, Inc.                    Fund, Inc.




                                                                               1995         1994             1995          1994
<S>                                                                    <C>            <C>          <C>              <C>

    Operations
    Net investment income............................................  $   1,593,835  $   922,413    $   1,294,944  $     95,445
    Net realized gain (loss) from investment transactions............      5,884,252    2,368,804        5,921,120     2,972,274
    Net realized gain (loss) from foreign currency transactions......          --           --              97,847      (101,324)
    Net increase (decrease) in unrealized appreciation/depreciation
       on investments and translation of assets and liabilities in
       foreign currencies............................................     24,040,842    5,679,560       (5,208,159)    4,616,059

                                          Net Increase in Net Assets
                                           Resulting from Operations      31,518,929    8,970,777        2,105,752     7,582,454


    Dividends and Distributions to Shareholders
    From net investment income:
       Class A.......................................................     (1,314,723)    (897,562)        (571,155)     (212,187)
       Class B.......................................................         (7,563)        --             (1,106)         --

                                                                          (1,322,286)    (897,562)        (572,261)     (212,187)

    From net realized gain on investments and foreign currency transactions:
       Class A.......................................................     (2,370,009)  (4,843,338)      (2,940,766)     (411,302)

                                                 Total Distributions      (3,692,295)  (5,740,900)      (3,513,027)     (623,489)

    Capital Share Transactions (Note 5)
    Shares sold:
       Class A.......................................................     42,675,725   41,918,761       28,751,013    61,902,666
       Class B.......................................................      7,815,161       --            3,799,760        --
    Shares issued in reinvestment of dividends and distributions:
       Class A.......................................................      3,557,579    5,507,426        3,389,757       537,492
       Class B.......................................................          7,560       --                1,106         --
    Shares redeemed:
       Class A.......................................................    (15,426,370) (14,344,269)     (19,795,122)  (17,305,679)
       Class B.......................................................       (212,100)      --              (88,847)        --

                          Net Increase (Decrease) in Net Assets from
                                          Capital Share Transactions      38,417,555   33,081,918       16,057,667    45,134,479

                                                      Total Increase      66,244,189   36,311,795       14,650,392    52,093,444

    Net Assets
    Beginning of year................................................    116,362,667   80,050,872      115,811,784    63,718,340


    End of year (including undistributed net investment
       income as set forth below)....................................
                                                                        $182,606,856  $116,362,667    $130,462,176  $115,811,784



    Undistributed Net Investment Income  ............................   $    564,227  $    292,678    $   776,759 $     54,076






   See accompanying notes.
</TABLE>
<PAGE>
October 31, 1995

NOTES TO FINANCIAL STATEMENTS


Princor Balanced Fund, Inc.
Princor Blue Chip Fund, Inc.
Princor Capital Accumulation Fund, Inc.
Princor Emerging Growth Fund, Inc.
Princor Growth Fund, Inc.
Princor World Fund, Inc.

Note 1 -- Significant Accounting Policies


Princor  Balanced Fund,  Inc.,  Princor Blue Chip Fund,  Inc.,  Princor  Capital
Accumulation  Fund, Inc.,  Princor  Emerging Growth Fund,  Inc.,  Princor Growth
Fund,  Inc. and Princor  World Fund,  Inc. (the "Growth  Funds") are  registered
under the Investment  Company Act of 1940, as amended,  as open-end  diversified
management investment companies and operate in the mutual fund industry.

On December  5, 1994,  the name of Princor  Managed  Fund,  Inc.  was changed to
Princor Balanced Fund, Inc.

On December 5, 1994, the initial purchases of Class B shares of the Growth Funds
were made by Princor Management Corporation (See Note 3). All shares outstanding
prior to the initial  Class B share  purchases  have been  classified as Class A
shares. Effective December 9, 1994, the Growth Funds also began offering Class B
shares to the public.  Class A shares  generally  are sold with an initial sales
charge  based on  declining  rates which begin at 4.75% of the  offering  price.
Class B shares  are sold  without  an initial  sales  charge,  but bear a higher
ongoing  distribution  fee and are  subject to a declining  contingent  deferred
sales charge ("CDSC") of up to 4.00% on certain redemptions  redeemed within six
years of  purchase.  Class B shares  automatically  convert into Class A shares,
based on relative net asset value  (without a sales  charge)  after seven years.
Both classes of shares for each fund  represent  interests in the same portfolio
of investments  and will vote together as a single class except where  otherwise
required by law or as determined by the Funds'  respective  Boards of Directors.
In addition,  the Board of Directors of each fund declare separate  dividends on
each class of shares.

The Growth Funds allocate daily all income,  expenses (other than class-specific
expenses),  and realized and unrealized  gains or losses to each class of shares
based upon the relative  proportion of the value of shares  outstanding  of each
class.  Class-specific  expenses,  which include  distribution  and  shareholder
servicing  fees and any other items  specifically  attributable  to a particular
class, are charged directly to such class.

The Growth  Funds  value  securities  for which  market  quotations  are readily
available at market  value,  which is  determined  using the last  reported sale
price or, if no sales are reported, as is regularly the case for some securities
traded  over-the-counter,  the last  reported bid price.  When  reliable  market
quotations  are not considered to be readily  available,  which may be the case,
for  example,  with  respect to certain debt  securities,  preferred  stocks and
foreign  securities,  the  investments  are valued by using  market  quotations,
prices  provided by market  makers or estimates of market  values  obtained from
yield data and other factors  relating to instruments or securities with similar
characteristics in accordance with procedures  established in good faith by each
fund's Board of Directors.  Securities  with remaining  maturities of 60 days or
less are valued at amortized cost, which approximates market.

With respect to Princor  World Fund,  Inc.,  the value of foreign  securities in
foreign  currency amounts is expressed in U.S. dollars at the closing daily rate
of exchange.  The  identified  cost of the  portfolio  holdings is translated at
approximate  rates  prevailing  when  acquired.  Income and expense  amounts are
translated at approximate  rates  prevailing  when received or paid,  with daily
accruals of such amounts reported at approximate rates prevailing at the date of
valuation.

Since the carrying  amount of the foreign  securities  of the fund is determined
based on the exchange rate and market  values at the close of the period,  it is
not practicable to isolate that portion of the results of operations  arising as
a result of changes in the foreign exchange rates from the fluctuations  arising
from changes in the market prices of securities during the period.

The Growth  Funds record  investment  transactions  generally  one day after the
trade date,  except for short-term  investment  transactions  which are recorded
generally  on the  trade  date.  The  identified  cost  basis  has been  used in
determining  the net  realized  gain or loss from  investment  transactions  and
unrealized appreciation or depreciation on investments. Dividends are taken into
income on an accrual  basis as of the  ex-dividend  date and interest  income is
recognized on an accrual basis.

Dividends and  distributions  to  shareholders  are recorded on the  ex-dividend
date.

Dividends and  distributions to shareholders  from net investment income and net
realized gain from investments and foreign  currency  transactions is determined
in  accordance  with  federal  income tax  regulations,  which may  differ  from
generally  accepted  accounting  principles.  To  the  extent  these  "book/tax"
differences  are  permanent  in nature  (i.e.  that they  result from other than
timing of recognition - "temporary"),  such amounts are reclassified  within the
capital  accounts  based  on  their  federal  tax-basis   treatment;   temporary
differences  do not  require  reclassification.  Reclassifications  made for the
years ended October 31, 1995 and 1994 were not material.

The preparation of financial  statements in conformity  with 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to  distribute  each year  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes is  approximately  the same as that for
financial reporting purposes.

Note 3 -- Management Agreement and Transactions With Affiliates

The Growth Funds have agreed to pay investment  advisory and management  fees to
Princor  Management  Corporation  (wholly  owned by Princor  Financial  Services
Corporation,  a subsidiary  of Principal  Mutual Life  Insurance  Company)  (the
"Manager")  computed at an annual  percentage  rate of each fund's average daily
net assets. The annual rate used in this calculation for Princor Blue Chip Fund,
Inc.,  Princor Capital  Accumulation Fund, Inc. and Princor Growth Fund, Inc. is
 .50% of the first $100 million of each fund's average daily net assets,  .45% of
the next $100 million of the fund's  average daily net assets,  .40% of the next
$100  million of the fund's  average  daily net assets and .35% of the next $100
million of the fund's average daily net assets. With respect to Princor Balanced
Fund,  Inc.  , the annual  rate is .60% of the first $100  million of the fund's
average daily net assets.  With respect to Princor  Emerging Growth Fund,  Inc.,
the annual rate is .65% of the first $100  million of the fund's  average  daily
net assets and .60% of the next $100  million  of the fund's  average  daily net
assets.With  respect to Princor World Fund, Inc., the annual rate is .75% of the
first $100 million of the fund's  average  daily net assets and .70% of the next
$100  million of the fund's  average  daily net  assets.  The Growth  Funds also
reimburse the Manager for transfer and  administrative  services,  including the
cost of accounting, data processing, supplies and other services rendered.

The Manager has agreed to reimburse  the Growth  Funds  annually for their total
expenses  (excluding  brokerage  commissions,  interest  and taxes) in excess of
limits prescribed by any state in which the Growth Funds' shares are offered for
sale  (currently 2 1/2% of the first $30 million of each fund's  average  annual
net assets,  2% of the next $70 million of such assets and 1 1/2% of such assets
in excess thereof).

Princor  Financial  Services  Corporation,  as principal  underwriter,  receives
proceeds of any CDSC on certain  Class B share  redemptions  within six years of
purchase.  The charge is based on declining  rates,  which begin at 4.00% of the
lesser of the current market value or the cost of shares being redeemed. Princor
Financial  Services  Corporation  also retains sales charges on sales of Class A
shares of the Growth Funds. The aggregate amount of these charges  retained,  by
fund, for the period ended October 31, 1995 were as follows:

                                       Class A      Class B

  Princor Balanced Fund, Inc.          265,686         793
  Princor Blue Chip Fund, Inc.         168,060         359
  Princor Capital Accumulation
    Fund, Inc.                         610,408         772
  Princor Emerging Growth Fund, Inc. 1,286,754       6,843
  Princor Growth Fund, Inc.          1,235,555       1,460
  Princor World  Fund, Inc.            738,243       1,317

No  brokerage  commissions  were paid by the Growth  Funds to Princor  Financial
Services  Corporation  during the periods.  Brokerage  commissions  were paid to
other affiliates by the following funds:

                                     October 31,  October 31,
                                        1995         1994

  Princor Balanced Fund, Inc.            1,162          --
  Princor Capital Accumulation
    Fund, Inc.                          17,491       6,922
  Princor Emerging Growth Fund, Inc.     1,200         414
  Princor Growth Fund, Inc.              5,894         500
  Princor World  Fund, Inc.             21,577          --

The Growth Funds bear  distribution and shareholder  servicing fees with respect
to Class A shares computed at an annual rate of up to 0.25% of the average daily
net assets attributable to Class A shares of each fund. Effective December 1994,
each of the Growth  Funds  adopted a  distribution  plan with respect to Class B
shares that provides for distribution and shareholder servicing fees computed at
an annual rate of up to 1.00% of the average  daily net assets  attributable  to
Class B shares of each fund.  Distribution  and  shareholder  servicing fees are
paid to  Princor  Financial  Services  Corporation;  a  portion  of the fees are
subsequently   remitted  to  retail  dealers.   Pursuant  to  the   distribution
agreements,  fees unused by the principal  underwriter  at the end of the fiscal
year are returned to the Growth Funds.

At October 31, 1995,  Principal Mutual Life Insurance  Company,  subsidiaries of
Principal Mutual Life Insurance Company and benefit plans sponsored on behalf of
Principal  Mutual Life  Insurance  Company  owned  shares of the Growth Funds as
follows:


                                       Class A      Class B

  Princor Balanced Fund, Inc.          673,345          85
  Princor Blue Chip Fund, Inc.         654,597          84
  Princor Capital Accumulation
    Fund, Inc.                       6,477,046           --
  Princor Emerging Growth Fund, Inc.    46,736          42
  Princor Growth Fund, Inc.             37,575          34
  Princor World  Fund, Inc.          3,583,118         148



Note 4 -- Investment Transactions

For the year ended October 31, 1995, the cost of investment securities purchased
and  proceeds  from  investment   securities  sold  (not  including   short-term
investments and U.S. government securities) by the Growth Funds were as follows:

                                               Purchases              Sales

     Princor Balanced Fund, Inc.             $ 13,161,285          $ 17,644,958
     Princor Blue Chip Fund, Inc.              10,109,754             7,438,560
     Princor Capital Accumulation Fund, Inc.  147,793,861           139,382,154
     Princor Emerging Growth Fund, Inc.        39,381,525            14,694,474
     Princor Growth Fund, Inc.                 46,105,338            16,304,770
     Princor World Fund, Inc.                  54,686,386            40,509,439

At October 31, 1995,  net unrealized  appreciation  of investments by the Growth
Funds was composed of the following:


                                                                 Net Unrealized
                                         Gross Unrealized         Appreciation
                                    Appreciation (Depreciation)  of Investments

     Princor Balanced Fund, Inc.    $  6,885,832   $  (920,020)  $  5,965,812
     Princor Blue Chip Fund, Inc.      9,106,720      (335,640)     8,771,080
     Princor Capital Accumulation
      Fund, Inc.                      61,683,452    (9,286,045)    52,397,407
     Princor Emerging Growth
      Fund, Inc.                      47,938,146    (5,209,583)    42,728,563
     Princor Growth Fund, Inc.        58,622,979    (4,009,668)    54,613,311
     Princor World Fund, Inc.         23,433,449    (8,798,236)    14,635,213

At October 31, 1995,  Princor Balanced Fund, Inc., Princor Emerging Growth Fund,
Inc.,  Princor Growth Fund, Inc. and Princor World Fund, Inc. held the following
securities which may require  registration  under the Securities Act of 1933, or
an  exemption  therefrom,  in order to effect a sale in the  ordinary  course of
business.
<TABLE>
<CAPTION>
                                                                                                       Value at       Value as a
                                                                     Date of                          October 31,    Percentage of
        Fund                       Security Description            Acquisition           Cost            1995         Net Assets

<S>                        <C>                                       <C>            <C>              <C>                 <C>
   Princor Balanced        Federal-Mogul Corp.; Series D
   Fund, Inc.                Convertible Preferred Stock             10/15/92       $   450,450      $   431,925         .74%

   Princor Emerging        Ciba-Geigy Corp.; Exchangeable
   Growth Fund, Inc.         Subordinated Debentures                 3/20/91            350,000          349,562         .22
                            Sierra On Line;
                             Convertible Subordinated Debentures     8/15/94            458,750        1,310,000         .82
                                                                     8/17/94            447,125        1,283,800         .80

                                                                                                       2,943,362        1.84
   Princor Growth          Ciba-Geigy Corp.; Exchangeable
   Fund, Inc.                Subordinated Debentures                 3/20/91            500,000          499,375         .27

   Princor World           Alfa SA; Convertible
   Fund, Inc.                Subordinated Debentures                 9/25/95          1,293,600        1,244,750         .95
                           Fokus Bank                                10/9/95            557,692          635,732         .49
                           Koninklijke KNP BT NV                     9/21/88            401,467          480,970         .37
                                                                     5/11/90             13,730           14,429         .01
                                                                     10/25/91            98,606          129,261         .10
                                                                     11/13/91            99,491          129,262         .10
                           Royal Plastics Group                      11/23/94           441,561          722,668         .56
                           Voest-Alpine Stahl                        10/27/95           913,965          917,237         .70

                                                                                                       4,274,309        3.28

</TABLE>

The Growth Funds'  investments are with various  issuers in various  industries.
The Schedules of Investments contained herein summarize concentrations of credit
risk by issuer and  industry  except  for  Princor  World  Fund,  Inc.  which is
summarized by country, industry and issuer.

Note 5 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:
<TABLE>
<CAPTION>

                                                                 Princor               Princor Blue            Princor Capital
                                                           Balanced Fund, Inc.       Chip Fund, Inc.        Accumulation Fund, Inc.

  Year Ended October 31, 1995:
  Shares sold:
<S>                                                              <C>                        <C>                      <C>
    Class A   .........................................          621,291                459,446                  1,337,962
    Class B*   ........................................           96,737                118,048                     99,674
  Shares issued in reinvestment of dividends and distributions:
    Class A ...........................................          109,764                 27,369                    504,425
    Class B* ..........................................              785                    428                        303
  Shares redeemed:
    Class A   .........................................         (868,199)              (332,080)                (1,230,978)
    Class B*   ........................................           (5,423)                (2,930)                    (4,723)

                                          Net Increase           (45,045)               270,281                    706,663



  Year Ended October 31, 1994:
  Shares sold:
    Class A   .........................................        1,911,481                439,187                  2,560,201
  Shares issued in reinvestment of dividends and
   distributions:
    Class A   .........................................          168,881                 45,517                  1,086,526
  Shares redeemed:
    Class A   .........................................         (798,332)              (286,127)                (1,131,319)

                                           Net Increase        1,282,030                198,577                  2,515,408



                                                            Princor Emerging               Princor                    Princor
                                                            Growth Fund, Inc.         Growth Fund, Inc.          World Fund, Inc.

  Year Ended October 31, 1995:
  Shares sold:
    Class A   .........................................        1,672,153                  1,298,559                  4,196,714
    Class B*   ........................................          315,641                    228,863                    552,636
  Shares issued in reinvestment of dividends and distributions:
    Class A ...........................................           30,633                    118,018                    500,571
    Class B* ..........................................               35                        220                        166
  Shares redeemed:
    Class A   .........................................         (620,722)                  (469,161)                (2,887,555)
    Class B*   ........................................          (28,338)                    (5,918)                   (12,675)

                                           Net Increase        1,369,402                  1,170,581                  2,349,857



  Year Ended October 31, 1994:
  Shares sold:
    Class A   .........................................        2,125,608                  1,390,912                  8,559,151
  Shares issued in reinvestment of dividends and
   distributions:
    Class A   .........................................            7,985                    188,984                     78,576
  Shares redeemed:
    Class A   .........................................         (492,355)                  (475,778)                (2,375,849)

                                           Net Increase        1,641,238                  1,104,118                  6,261,878


<FN>

  * Period from December 5, 1994 (date operations commenced) through October 31,
1995.

Effective December 5, 1994, the articles of incorporation of Princor World Fund,
Inc. were amended  resulting in a decrease in the par value of its capital stock
from $.10 to $.01 per share.
</FN>
</TABLE>
Note 6 -- Line of Credit

The Growth Funds have an unsecured  line of credit with a bank which allows each
fund to borrow up to  $500,000.  Borrowings  are made solely to  facilitate  the
handling of unusual and/or unanticipated short-term cash requirements.  Interest
is charged to each fund, based on its borrowings,  at a rate equal to the bank's
Fed Funds Unsecured Rate plus 100 basis points.  Additionally,  a commitment fee
is  charged  at the  annual  rate of .25% on the  unused  portion of the line of
credit.  At October 31,  1995,  the Growth Funds had no  outstanding  borrowings
under the line of credit.
<PAGE>
                       This page left blank intentionally
<PAGE>

SCHEDULES OF INVESTMENTS

GROWTH FUNDS

PRINCOR BALANCED FUND, INC.

                                                           Shares
                                                            Held         Value
Common Stocks (44.61%)

Advertising (0.40%)
   Interpublic Group of Cos., Inc.                          6,100     $ 236,375

Air Transportation, Scheduled (0.19%)
   Southwest Airlines Co.                                   5,500       110,000

Automotive Rentals, No Drivers (0.43%)
   Ryder Systems, Inc.                                     10,500       253,313

Beverages (1.46%)
   Pepsico, Inc.                                           14,100       743,775
   Universal Foods Corp.                                    3,200       109,600

                                                                        853,375
Combination Utility Services (0.56%)
   Cinergy Corp.                                            8,000       227,000
   Scana Corp.                                              3,700        93,888

                                                                        320,888
Commercial Banks (6.46%)
   AmSouth Bancorp.                                        11,900       474,513
   Banc One Corp.                                          17,637       595,249
   Boatmen's Bancshares, Inc.                              14,746       560,348
   Chase Manhattan Bank Corp.                               3,700       210,900
   Comerica, Inc.                                           6,900       232,012
   First of America Bank Corp.                              5,300       225,912
   First Tennessee National Corp.                           1,450        77,575
   Firstar Corp.                                            5,400       191,025
   KeyCorp.                                                 8,800       297,000
   Marshall & Ilsley Corp.                                  4,300       104,275
   Mercantile Bankshares Corp.                             14,550       400,125
   Meridian Bancorp., Inc.                                  2,800       119,700
   Nationsbank Corp.                                        4,200       276,150

                                                                      3,764,784
Communications Equipment (1.13%)
   Allen Group, Inc.                                        3,000        73,500
   General Instrument Corp.                                13,100(a)    248,900
   Newbridge Networks Corp.                                 7,700(a)    234,850
   Northern Telecom Ltd.                                    2,700        97,200
   TransPro, Inc.                                             750(a)      8,250

                                                                        662,700
Computer & Office Equipment (1.32%)
   Cabletron Systems, Inc.                                  2,500(a)    196,563
   Hewlett-Packard Co.                                      1,900       175,987
   International Business Machines Corp.                    4,100       398,725

                                                                        771,275
Construction & Related
Machinery (0.62%)
   Caterpillar, Inc.                                        6,500       364,812

Crude Petroleum & Natural Gas (0.79%)
   Texaco, Inc.                                             6,800       463,250

Dairy Products (0.33%)
   Dean Foods Co.                                           7,000       195,125
Department Stores (0.50%)
   Sears, Roebuck & Co.                                     8,600    $  292,400

Drugs (3.35%)
   American Home Products Corp.                             1,800       159,525
   Bristol-Myers Squibb Co.                                 7,600       579,500
   Lilly (Eli) & Co.                                        2,700       260,888
   Merck & Co., Inc.                                       11,300       649,750
   Warner-Lambert Co.                                       3,600       306,450

                                                                      1,956,113
Eating & Drinking Places (0.44%)
   McDonald's Corp.                                         6,300       258,300

Electric Light & Wiring
Equipment (0.12%)
   Cooper Industries                                        2,000        67,500

Electric Services (2.25%)
   American Electric Power Co., Inc.                       10,800       411,750
   Dominion Resources, Inc.                                 8,200       325,950
   FPL Group, Inc.                                          5,600       234,500
   Florida Progress Corp.                                   3,000        99,375
   Potomac Electric Power Co.                               9,700       242,500

                                                                      1,314,075
Electrical Industrial
Apparatus (0.39%)
   Emerson Electric Co.                                     3,200       228,000

Electronic Components &
Accessories (0.77%)
   Duracell International, Inc.                             8,600       450,425

Electronic Distribution
Equipment (1.05%)
   General Electric Co.                                     9,700       613,525

Engineering & Architectural
Services (0.14%)
   Dun & Bradstreet Corp.                                   1,400        83,650

Fats & Oils (0.43%)
   Archer Daniels Midland Co.                              15,700       253,162

Fire, Marine, & Casualty
Insurance (0.50%)
   Allstate Corp.                                           7,965       292,713

General Industrial Machinery (0.35%)
   BW/IP Holdings, Inc.;Class  A                            4,200        70,350
   Pall Corp.                                               5,600       136,500

                                                                        206,850
Grain Mill Products (0.82%)
   Ralston-Ralston Purina Group                             8,100       480,938

Grocery Stores (1.15%)
   American Stores Co.                                      5,700       170,288
   Sysco Corp.                                             16,500       501,187

                                                                        671,475
Household Furniture (0.52%)
   Masco Corp.                                             10,800       303,750

Industrial Inorganic Chemicals (0.65%)
   Dow Chemical Co.                                         5,500       377,438

Insurance Agents, Brokers &
Services (0.44%)
   Equifax, Inc.                                            6,600    $  257,400

Jewelry, Silverware, &
Plated Ware (0.22%)
   Jostens, Inc.                                            5,800       131,225

Meat Products (0.59%)
   Tyson Foods, Inc.                                       14,500       346,187

Medical Instruments & Supplies (0.78%)
   Becton, Dickinson & Co.                                  2,500       162,500
   St. Jude Medical, Inc.                                   3,700       197,025
   United States Surgical Corp.                             4,000        98,000

                                                                        457,525
Medical Service & Health Insurance (1.95%)
   AON Corp.                                                3,300       135,713
   Foundation Health Corp.                                  6,200(a)    262,725
   Pacificare Health Systems, Inc.;
     Class B                                                3,900(a)    283,725
   Physicians Corp. of America                              4,300(a)     66,112
   U.S. Healthcare, Inc.                                   10,100       388,850

                                                                      1,137,125
Metal Forgings & Stampings (0.66%)
   Newell Co.                                              15,900       383,587

Metalworking Machinery (0.12%)
   Giddings & Lewis                                         4,300        69,337

Miscellaneous Business Services (0.21%)
   Safety-Kleen Corp.                                       8,000       123,000

Miscellaneous Converted Paper
Products (1.85%)
   Avery Dennison Corp.                                     6,900       308,775
   Minnesota Mining & Mfg. Co.                             13,500       767,813

                                                                      1,076,588
Miscellaneous Electrical Equipment
& Supplies (0.46%)
   Motorola, Inc.                                           4,100       269,062

Miscellaneous Fabricated Metal
Products (0.19%)
   Keystone International, Inc.                             5,000       111,250

Miscellaneous Shopping Goods
Stores (0.62%)
   Toys 'R' Us, Inc.                                       16,500(a)    360,938

Motor Vehicles & Equipment (0.54%)
   Ford Motor Co.                                          11,000       316,250

Offices & Clinics of Medical Doctors (0.31%)
   FHP International Corp.                                  7,500(a)    181,875

Personnel Supply Services (0.53%)
   Olsten Corp.                                             7,984       307,384

Petroleum Refining (1.22%)
   Atlantic Richfield Co.                                   2,400       256,200
   Exxon Corp.                                              6,000       458,250

                                                                        714,450
Photographic Equipment
& Supplies (0.24%)
   Eastman Chemical Co.                                     2,350       139,825

Plastic Materials & Synthetics (0.17%)
   Wellman, Inc.                                            4,300       101,050

Sanitary Services (1.52%)
   Browning-Ferris Industries, Inc.                         9,800       285,425
   WMX Technologies, Inc.                                  21,400       601,875

                                                                        887,300
Security Brokers & Dealers (0.30%)
   Edwards (A.G.), Inc.                                     6,675       170,213

Soap, Cleaners & Toilet Goods (1.09%)
   Avon Products                                            6,200       440,975
   Colgate-Palmolive Co.                                    2,800       193,900

                                                                        634,875
Telephone Communication (1.90%)
   AT&T Corp.                                               9,700       620,800
   MCI Communications Corp.                                19,300       481,294

                                                                      1,102,094
Variety Stores (1.58%)
   Dayton-Hudson Corp.                                      8,800       605,000
   Wal-Mart Stores, Inc.                                   14,600       315,725

                                                                        920,725

                                              Total Common Stocks    26,045,476

Preferred Stocks (3.32%)

Meat Products (0.88%)
   Conagra, Inc.; Class E Convertible                      13,200       518,100

Motor Vehicles & Equipment (2.35%)
   Federal-Mogul Corp.;
     Series D Convertible                                   7,800(b)    431,925
   Ford Motor Co.;
     Series A Convertible                                  10,000       940,000

                                                                      1,371,925
Paper Mills (0.09%)
   James River Corp. of Virginia;
     Series L Convertible
     Exchangeable                                           1,000        50,000

                                           Total Preferred Stocks     1,940,025

Bonds (4.20%)
                                                        Principal
                                                          Amount        Value

Aircraft & Parts (0.37%)
   Rohr Industries, Inc.
     Convertible Subordinated
      Debentures; 7.00%; 10/1/12                        $ 260,000    $  218,400

Blast Furnace & Basic
Steel Products (0.55%)
   Quanex Corp. Convertible
     Subordinated Debentures;
     6.88%; 6/30/07                                     $ 350,000    $  323,750

Electric Lighting & Wiring
Equipment (0.42%)
   Cooper Industries, Inc. Convertible
     Subordinated Debentures;
     7.05%; 1/1/15                                        245,000       247,450

Electrical Industrial Apparatus (0.51%)
   Liebert Co. Convertible
     Subordinated Debentures;
     8.00%; 11/15/10                                      110,000       294,663

Engines & Turbines (0.90%)
   Outboard Marine Corp. Convertible
     Subordinated Debentures;
     7.00%; 7/1/02                                        500,000       523,125

Lumber & Other Building
Materials (0.47%)
   Hechinger Co. Convertible
     Subordinated Debentures;
     5.50%; 4/1/12                                        600,000       274,500

Petroleum Refining (0.60%)
   Pennzoil Co. Senior Exchangeable
     Debentures; 6.50%; 1/15/03                           300,000       348,000

Trucking & Courier Services,
Ex., Air (0.38%)
   Builders Transport, Inc. Convertible
     Subordinated Debentures;
      6.50%; 5/1/11                                       306,000       222,615

                                                      Total Bonds     2,452,503

U.S. Government Treasury Notes & Bonds (37.72%)

Treasury Notes & Bonds (37.72%)
   5.13%; 11/30/98                                      1,000,000       983,750
   5.13%; 2/28/98                                       4,000,000     3,953,747
   6.00%; 10/15/99                                      2,150,000     2,168,139
   5.50%; 4/15/00                                       5,800,000     5,743,809
   6.38%; 8/15/02                                       2,300,000     2,357,500
   5.88%; 2/15/04                                       2,200,000     2,182,125
   7.50%; 2/15/05                                       1,000,000     1,103,125
   8.25%; 5/15/05                                         750,000       815,860
   7.25%; 5/15/16                                         575,000       630,344
   7.50%; 11/15/16                                        575,000       647,594
   7.88%; 2/15/21                                         750,000       883,360
   7.25%; 8/15/22                                         500,000       552,656

                                                                     22,022,009
Commercial Paper (9.67%)

Business Credit Institutions (5.73%)
   CIT Group Holdings, Inc.;
     5.72%;11/2/95                                     $1,325,000    $1,324,789
   General Electric Capital Corp.;
     5.88%;11/1/95                                      2,025,000     2,025,000

                                                                      3,349,789
Personal Credit Institutions (3.94%)
   Ford Motor Credit Co.;
     5.72%;11/3/95                                      1,298,554     1,299,587
     5.75%;11/6/95                                      1,000,000       999,201

                                                                      2,298,788

                                            Total Commercial Paper    5,648,577

                              Total Portfolio Investments (99.52%)   58,108,590

Cash, receivables and other assets,
   net of liabilities (0.48%)                                           279,764

                                        Total Net Assets (100.00%)  $58,388,354

(a)  Non-income producing security - No dividend paid during the period.
(b)  Restricted security - See Note 4 to the financial statements
<PAGE>

PRINCOR BLUE CHIP FUND, INC.

                                                           Shares
                                                            Held         Value

Common Stocks (91.94%)

Beverages (4.74%)
   Coca-Cola Co.                                           12,600    $  905,625
   Pepsico, Inc.                                           16,000       844,000

                                                                      1,749,625
Commercial Banks (4.75%)
   Banc One Corp. (Ohio)                                   15,223       513,776
   KeyCorp                                                 12,500       421,875
   Torchmark Corp.                                          7,800       323,700
   Wachovia Corp.                                          11,200       494,200

                                                                      1,753,551
Commercial Printing (1.13%)
   R. R. Donnelley & Sons Co.                              11,400       416,100

Computer & Office Equipment (3.36%)
   Hewlett-Packard Co.                                     13,400     1,241,175

Consumer Products (2.01%)
   Philip Morris Cos., Inc.                                 8,800       743,600

Department Stores (3.03%)
   May Department Stores                                   28,500     1,118,625

Drug Stores & Proprietary Stores (2.95%)
   Walgreen Co.                                            38,300     1,091,550

Drugs (14.17%)
   Baxter International, Inc.                              27,200    $1,050,600
   Bristol-Myers Squibb Co.                                14,500     1,105,625
   Johnson & Johnson                                       14,200     1,157,300
   Merck & Co., Inc.                                       20,100     1,155,750
   Warner-Lambert Co.                                       9,000       766,125

                                                                      5,235,400
Eating & Drinking Places (2.04%)
   McDonald's Corp.                                        18,400       754,400

Electric Services (5.93%)
   Dominion Resources, Inc.                                27,500     1,093,125
   KU Energy Corp.                                         37,000     1,096,125

                                                                      2,189,250
Electrical Industrial Apparatus (2.45%)
   Emerson Electric Co.                                    12,700       904,875

Electronic Distribution
Equipment (3.36%)
   General Electric Co.                                    19,600     1,239,700

Engineering & Architectural
Services (1.97%)
   Dun & Bradstreet Corp.                                  12,200       728,950

General Industrial Machinery (1.98%)
   Pall Corp.                                              30,000       731,250

Grain Mill Products (2.33%)
   Ralston-Ralston Purina Group                            14,500       860,937

Industrial Inorganic
Chemicals (2.08%)
   Dow Chemical Co.                                        11,200       768,600

Insurance Agents, Brokers &
Services (2.68%)
   Equifax, Inc.                                           25,400       990,600

Metal Cans & Shipping
Containers (2.68%)
   Crown Cork & Seal Co., Inc.                             28,400(a)    990,450

Miscellaneous Converted Paper
Products (2.99%)
   Minnesota Mining & Mfg. Co.                             19,400     1,103,375

Miscellaneous Electrical Equipment &
Supplies (2.95%)
   Motorola, Inc.                                          16,600     1,089,375

Motor Vehicles & Equipment (1.32%)
   Ford Motor Co.                                          17,000       488,750

Petroleum Refining (5.68%)
   Exxon Corp.                                             13,800     1,053,975
   Royal Dutch Petroleum Co. ADR                            8,500     1,044,437

                                                                      2,098,412
Preserved Fruits & Vegetables (2.62%)
   H. J. Heinz Co.                                         20,800       967,200

Sanitary Services (1.52%)
   WMX Technologies, Inc.                                  20,000       562,500

Security Brokers & Dealers (1.26%)
   American Express Co.                                    11,500    $  467,188

Soap, Cleaners & Toilet Goods (2.13%)
   Procter & Gamble Co.                                     9,700       785,700

Telephone Communication (6.38%)
   AT&T Corp.                                              18,900     1,209,600
   Bellsouth Corp.                                         15,000     1,147,500

                                                                      2,357,100
Variety Stores (1.45%)
   Dayton-Hudson Corp.                                      7,800       536,250

                                              Total Common Stocks    33,964,488

                                                        Principal
                                                         Amount         Value

Commercial Paper (9.24%)

Business Credit Institutions (5.18%)
   General Electric Capital Corp.
     5.75%;11/01/95                                    $1,135,000   $ 1,135,000
   John Deere Capital Corp.
     5.75%;11/7/95                                        780,000       779,253

                                                                      1,914,253
Crude Petroleum & Natural Gas (4.06%)
   Chevron Oil Finance Co.
     5.71%;11/30/95                                     1,500,000     1,499,524

                                           Total Commercial Paper     3,413,777

                            Total Portfolio Investments (101.18%)    37,378,265

Liabilities, net of cash, receivables
     and other assets (-1.18%)                                         (434,526)

                                       Total Net Assets (100.00%)  $ 36,943,739

(a)  Non-Income producing security - No dividend paid during the period.

PRINCOR CAPITAL ACCUMULATION FUND, INC.

                                                           Shares
                                                            Held        Value


Common Stocks (98.36%)

Advertising (0.98%)
   Interpublic Group of Cos., Inc.                         86,000   $ 3,332,500

Air Transportation, Scheduled (0.42%)
   Southwest Airlines Co.                                  71,100     1,422,000

Automotive Rentals, No Drivers (1.12%)
   Ryder Systems, Inc.                                    158,400     3,821,400

Beverages (3.29%)
   Pepsico, Inc.                                          181,800   $ 9,589,950
   Universal Foods Corp.                                   48,300     1,654,275

                                                                     11,244,225
Combination Utility Services (1.00%)
   Cinergy Corp.                                          120,300     3,413,513

Commercial Banks (7.70%)
   Banc One Corp.                                          98,400     3,321,000
   Boatmen's Bancshares, Inc.                              87,000     3,306,000
   Chase Manhattan Bank Corp.                              55,900     3,186,300
   Comerica, Inc.                                         104,700     3,520,537
   First of America Bank Corp.                             80,200     3,418,525
   Firstar Corp.                                           82,100     2,904,288
   KeyCorp                                                132,300     4,465,125
   Nationsbank Corp.                                       33,700     2,215,775

                                                                     26,337,550
Communications Equipment (2.60%)
   Allen Group, Inc.                                       44,700     1,095,150
   General Instrument Corp.                               166,500(a)  3,163,500
   Newbridge Networks Corp.                                98,500(a)  3,004,250
   Northern Telecom Ltd.                                   41,200     1,483,200
   Transpro, Inc.                                          11,175(a)    122,925

                                                                      8,869,025
Computer & Office Equipment (3.16%)
   Cabletron Systems, Inc.                                 37,200(a)  2,924,850
   Hewlett-Packard Co.                                     29,300     2,713,912
   International Business
      Machines Corp.                                       53,100     5,163,975

                                                                     10,802,737
Construction & Related
Machinery (1.56%)
   Caterpillar, Inc.                                       95,300     5,348,713

Crude Petroleum & Natural Gas (2.03%)
   Texaco, Inc.                                           102,100     6,955,562

Dairy Products (1.16%)
   Dean Foods Co.                                         142,200     3,963,825

Department Stores (1.29%)
   Sears, Roebuck & Co.                                    29,500     4,403,000

Drugs (7.84%)
   American Home Products Corp.                            26,600     2,357,425
   Bristol-Myers Squibb Co.                               106,300     8,105,375
   Lilly (Eli) & Co.                                       40,700     3,932,638
   Merck & Co., Inc.                                      147,100     8,458,250
   Warner-Lambert Co.                                      46,400     3,949,800

                                                                     26,803,488
Eating & Drinking Places (1.14%)
   McDonald's Corp.                                        94,800     3,886,800

Electric Light & Wiring
Equipment (0.29%)
   Cooper Industries                                       29,600       999,000

Electric Services (5.57%)
   American Electric Power Co., Inc.                      141,100     5,379,437
   Dominion Resources, Inc.                               124,500     4,948,875
   FPL Group, Inc.                                         85,100     3,563,563
   Florida Progress Corp.                                  45,200     1,497,250
   Potomac Electric Power Co.                             146,800     3,670,000

                                                                     19,059,125
Electrical Industrial Apparatus (1.85%)
   Emerson Electric Co.                                    88,897     6,333,911

Electronic Components &
Accessories (1.71%)
   Duracell International, Inc.                           111,600     5,845,050

Electronic Distribution Equipment (2.48%)
   General Electric Co.                                   134,200     8,488,150

Fats & Oils (1.03%)
   Archer Daniels Midland Co.                             218,000     3,515,250

Fire, Marine & Casualty Insurance (1.29%)
   Allstate Corp.                                         120,051     4,411,874

General Industrial Machinery (0.91%)
   BW/IP Holdings, Inc.; Class A                           64,100     1,073,675
   Pall Corp.                                              84,000     2,047,500

                                                                      3,121,175
Grain Mill Products (2.13%)
   Ralston-Ralston Purina Group                           122,900     7,297,188

Grocery Stores (2.62%)
   American Stores Co.                                     86,200     2,575,225
   Sysco Corp.                                            210,500     6,393,937

                                                                      8,969,162
Household Furniture (1.27%)
   Masco Corp.                                            154,500     4,345,313

Industrial Inorganic Chemicals (1.65%)
   Dow Chemical Co.                                        82,300     5,647,837

Insurance Agents, Brokers
& Services (1.04%)
   Equifax, Inc.                                           91,400     3,564,600

Jewelry, Silverware & Plated Ware (0.58%)
   Jostens, Inc.                                           88,200     1,995,525

Meat Products (1.30%)
   Tyson Foods, Inc.                                       186,500    4,452,688

Medical Instruments & Supplies (2.01%)
   Becton, Dickinson & Co.                                 38,000     2,470,000
   St. Jude Medical, Inc.                                  54,700(a)  2,912,775
   United States Surgical Corp.                            61,100     1,496,950

                                                                      6,879,725
Medical Service & Health Insurance (4.27%)
   Foundation Health Corp.                                 93,200(a)  3,949,350
   Pacificare Health Systems, Inc.;
     Class B                                               52,300(a)  3,804,825
   Physicians Corp. of America                             64,300(a)    988,612
   U.S. Healthcare, Inc.                                  152,200     5,859,700

                                                                     14,602,487
Metal Forgings & Stampings (1.46%)
   Newell Co.                                             207,000   $ 4,993,875

Metalworking Machinery (0.30%)
   Giddings & Lewis                                        64,200     1,035,225

Miscellaneous Business Services (0.55%)
   Safety-Kleen Corp.                                     121,200     1,863,450

Miscellaneous Converted Paper
Products (4.00%)
   Avery Dennison Corp.                                    90,000     4,027,500
   Minnesota Mining & Mfg. Co.                            169,400     9,634,625

                                                                     13,662,125
Miscellaneous Electrical Equipment
& Supplies (1.43%)
   Motorola, Inc.                                          74,500     4,889,063

Miscellaneous Fabricated Metal
Products (0.50%)
   Keystone International, Inc.                            76,200     1,695,450

Miscellaneous Shopping Goods
Stores (1.37%)
   Toys 'R' Us, Inc.                                      213,600(a)  4,672,500

Motor Vehicles & Equipment (1.39%)
   Ford Motor Co.                                         165,800     4,766,750

Offices & Clinics of Medical Doctors (0.81%)
   FHP International Corp.                                113,700(a)  2,757,225

Petroleum Refining (3.14%)
   Atlantic Richfield Co.                                  35,900     3,832,325
   Exxon Corp.                                             90,400     6,904,300

                                                                     10,736,625
Photographic Equipment & Supplies (0.62%)
   Eastman Chemical Co.                                    35,400     2,106,300

Plastic Materials & Synthetics (0.44%)
   Wellman, Inc.                                           64,200     1,508,700

Sanitary Services (3.80%)
   Browning-Ferris Industries, Inc.                       136,000     3,961,000
   WMX Technologies, Inc.                                 320,800     9,022,500

                                                                     12,983,500
Security Brokers & Dealers (0.75%)
   Edwards (A.G.), Inc.                                   100,322     2,558,211

Soap, Cleaners & Toilet Goods (2.65%)
   Avon Products                                           93,000     6,614,625
   Colgate-Palmolive Co.                                   35,500     2,458,375

                                                                      9,073,000
Telephone Communication (4.33%)
   AT&T Corp.                                             132,800     8,499,200
   MCI Communications Corp.                               252,800     6,304,200

                                                                     14,803,400
Variety Stores (3.53%)
   Dayton-Hudson Corp.                                    115,100     7,913,125
   Wal-Mart Stores, Inc.                                  191,600     4,143,350

                                                                     12,056,475

                                              Total Common Stocks   336,294,272
Commercial Paper (1.52%)

Business Credit Institutions (0.65%)
   Cit Group Holdings, Inc.;
     5.72%;11/2/95                                     $2,235,000   $ 2,234,645

Personal Credit Institutions (0.87%)
   Associates Corp. of North America;
     5.75%;11/6/95                                      2,525,000     2,522,983

Ford Motor Credit Co.;
     5.76%; 11/01/95                                      450,000       450,000

                                                                      2,972,983

                                           Total Commercial Paper     5,207,628

                             Total Portfolio Investments (99.88%)   341,501,900

 Cash, receivables and other assets,
     net of liabilities (0.12%)                                         402,567

                                       Total Net Assets (100.00%)  $341,904,467

(a) Non-Income producing security - No dividend paid during the period.

PRINCOR EMERGING GROWTH FUND, INC.

                                                           Shares
                                                            Held         Value

Common Stocks (80.85%)

Blast Furnace & Basic Steel Products (1.35%)
   Lukens, Inc.                                            70,000   $ 2,152,500

Carpets & Rugs (1.40%)
   Shaw Industries, Inc.                                  175,000     2,231,250

Chemicals & Allied Products (0.60%)
   Sigma-Aldrich Corp.                                     20,000       950,000

Commercial Banks (8.39%)
   Boatmen's Bancshares, Inc.                              10,200       387,600
   First Commerce Corp.                                    15,000       465,000
   First Federal Capital Corp.                            108,532     1,926,443
   Hawkeye Bancorp.                                        67,000     1,616,375
   Independent Bank Corp. Michigan                         36,750     1,006,031
   Integra Financial Corp.                                 10,000       587,500
   Mercantile Bancorp., Inc.                               50,148     2,206,512
   Merchants Bancorp., Inc.                                57,500     1,538,125
   North Fork Bancorp., Inc.                               25,000       546,875
   Peoples Heritage Financial Group, Inc.                  58,900     1,119,100
   Princeton National Bancorp., Inc.                       92,800     1,508,000
   Summit Bancorp.                                         17,600       499,400

                                                                     13,406,961
Commercial Printing (0.46%)
   Bowne & Co., Inc.                                        5,000        93,125
   Merrill Corp.                                           40,000       640,000

                                                                        733,125
Communications Equipment (1.80%)
   California Amplifier, Inc.                              50,000(a)$ 1,350,000
   Newbridge Networks Corp.                                50,000(a)  1,525,000

                                                                      2,875,000
Computer & Data Processing
Services (4.44%)
   American Management Systems, Inc.                      100,000(a)  2,887,500
   HBO & Co.                                               24,000     1,698,000
   Microsoft Corp.                                         25,000(a)  2,500,000

                                                                      7,085,500
Computer & Office Equipment (2.12%)
   Digital Biometrics, Inc.                                18,500(a)    115,625
   EMC Corp.                                               85,000(a)  1,317,500
   Sun Microsystems, Inc.                                  25,000(a)  1,950,000

                                                                      3,383,125
Construction & Related Machinery (0.89%)
   Energy Ventures, Inc.                                   75,000(a)  1,425,000

Crude Petroleum & Natural Gas (0.27%)
   Devon Energy Corp.                                      19,950       433,912

Dairy Products (0.64%)
   Dreyer's Grand Ice Cream, Inc.                          30,000     1,035,000

Drugs (1.39%)
   Alliance Pharmaceutical Corp.                           35,000(a)    420,000
   Forest Laboratories, Inc.                               10,000(a)    413,750
   Merck & Co., Inc.                                       16,970       975,775
   Seragen, Inc.                                           40,000(a)    235,000
   Syntro Corp.                                            50,000(a)    178,125

                                                                      2,222,650
Eating & Drinking Places (0.49%)
   Ryan's Family Steak Houses, Inc.                       100,000(a)    775,000

Electronic Components &
Accessories (3.39%)
   Linear Technology Corp.                                 50,000     2,187,500
   Solectron Corp.                                         80,000(a)  3,220,000

                                                                      5,407,500
Engineering & Architectural
Services (0.55%)
   Paychex, Inc.                                           20,250       878,344

Finance Services (1.34%)
   First Financial Corp.                                  100,000     2,137,500

Fire, Marine & Casualty Insurance (3.17%)
   Avemco Corp.                                           100,000     1,687,500
   Berkley W. R. Corp.                                     78,000     3,373,500

                                                                      5,061,000
Footwear, Except Rubber (1.12%)
   Nine West Group, Inc.                                   40,000(a)  1,780,000

General Industrial Machinery (5.96%)
   Flow International Corp.                               100,000(a)  1,112,500
   Kaydon Corp.                                            80,000     2,310,000
   MFRI, Inc.                                              50,000       300,000
   Pentair, Inc.                                           50,000     2,525,000
   Roper Industries, Inc.                                  90,000     3,262,500

                                                                      9,510,000
Grocery Stores (0.43%)
   Casey's General Stores, Inc.                            30,000       690,000

Hardware Stores (0.55%)
   Central Tractor Farm & Country, Inc.                   130,000(a)    877,500

Holding Offices (0.92%)
   ISB Financial Corp.                                     50,000       837,500
   Today's Bancorp., Inc.                                  29,000       623,500

                                                                      1,461,000
Hose, Belting, Gaskets & Packing (1.28%)
   Mark IV Industries                                     105,105     2,049,548

Hospitals (2.13%)
   Humana, Inc.                                            90,000(a)  1,901,250
   Universal Health Services, Inc.; Class B                40,000(a)  1,500,000

                                                                      3,401,250
Industrial Inorganic Chemicals (1.00%)
   AMSCO International, Inc.                              100,000(a)  1,600,000

Insurance Agents, Brokers
& Services (1.47%)
   Equifax, Inc.                                           60,000     2,340,000

Investment Offices (1.32%)
   INVESCO PLC ADR                                         55,000     2,103,750

Iron & Steel Foundries (0.99%)
   Atchison Casting Corp.                                 102,000(a)  1,581,000

Laundry, Cleaning & Garment
Services (0.52%)
   G&K Services, Inc.; Class A                             37,500       834,375

Life Insurance (1.02%)
   First Colony Corp.                                      60,000     1,635,000

Measuring & Controlling Devices (0.20%)
   ISCO, Inc.                                              30,935       324,812

Meat Products (1.14%)
   Michael Foods, Inc.                                    150,000     1,818,750

Medical Instruments & Supplies (6.23%)
   Andros Analyzers, Inc.                                  10,000(a)    172,500
   Boston Scientific Corp.                                170,760(a)  7,193,265
   MDT  Corp.                                              50,000(a)    275,000
   Nellcor Puritan Bennett                                 40,000(a)  2,300,000

                                                                      9,940,765
Medical Service & Health Insurance (3.73%)
   Foundation Health Corp.                                 50,000(a)  2,118,750
   Health System International, Inc.                       38,900(a)  1,181,588
   United Healthcare Corp.                                 50,000     2,656,250

                                                                      5,956,588
Metal Forgings & Stampings (0.53%)
   Varlen Corp.                                            31,333       838,158

Metal Services, NEC (1.69%)
   BMC Industries, Inc.                                    70,000     2,703,750

Miscellaneous Chemical Products (2.71%)
   Cytec Industries                                        30,000(a) $1,642,500
   H. B. Fuller Co.                                        40,000     1,260,000
   Loctite Corp.                                           30,000     1,417,500

                                                                      4,320,000
Miscellaneous Fabricated
Metal Products (2.19%)
   Intel Corp.                                             50,000     3,493,750

Miscellaneous Plastics
Products, NEC (0.09%)
   Rubbermaid, Inc.                                         5,266       137,574

Nursing & Personal Care Facilities (0.19%)
   Horizon Healthcare Corp.                                15,131(a)    306,403

Office Furniture (1.07%)
   Chromcraft Revington, Inc.                              50,000(a)  1,200,000
   Kimball International, Inc.; Class B                    20,000       510,000

                                                                      1,710,000
Offices & Clinics of Medical
Doctors (0.05%)
   FHP International Corp.                                  3,360        81,480

Operative Builders (0.50%)
   Pulte Corp.                                             25,000       790,625

Paints & Allied Products (0.67%)
   RPM, Inc.                                               55,000     1,065,625

Pens, Pencils, Office & Art Supplies (0.04%)
   Hunt Mfg. Co.                                            3,450        60,375

Personnel Supply Services (0.25%)
   Olsten Corp.                                            10,266       395,241

Plastic Materials & Synthetics (0.88%)
   A. Schulman, Inc.                                       75,000     1,406,250

Plumbing, Heating &
Air-Conditioning (1.32%)
   Apogee Enterprises, Inc.                               100,000     1,500,000
   Metalclad Corp.                                        228,400       599,550

                                                                      2,099,550
Refrigeration & Service Machinery (0.74%)
   Tecumseh Products Co.; Class A                          25,000     1,175,000

Sanitary Services (0.91%)
   Browning-Ferris Industries, Inc.                        50,000     1,456,250

Savings Institutions (0.78%)
   North Side Savings Bank (NY)                            16,275       476,044
   Sterling Financial Corp.                                57,233(a)    772,645

                                                                      1,248,689
Screw  Machine Product, Bolts, Etc. (1.04%)
   Trimas Corp.                                            80,000     1,660,000

Security Brokers & Dealers (0.49%)
   Jefferies Group, Inc.                                   20,000       785,000

Special Industry Machinery (0.02%)
   Key Technology, Inc.                                     2,500(a)     31,875

Toys & Sporting Goods (0.99%)
   Mattel, Inc.                                            55,000   $ 1,581,250

Trucking & Courier Services,
Ex., Air (1.00%)
   Consolidated Freightways, Inc.                          15,000       348,750
   J. B. Hunt Transport Services, Inc.                     80,500     1,247,750

                                                                      1,596,500

                                              Total Common Stocks   129,041,050

Preferred Stocks (2.11%)

Gas Production & Distribution (0.45%)
   Kelley Oil and Gas Corp.
     Convertible                                           54,432       721,224

Offices & Clinics of Medical Doctors (1.66%)
   FHP International Corp.
     Series A Convertible                                 111,200     2,641,000


                                           Total Preferred Stocks     3,362,224
Bonds (3.36%)

                                                         Principal
                                                           Amount        Value

Combination Utility Services (0.00%)
   Bonneville Pacific Corp.
     Convertible Subordinated
     Debentures; 7.75%; 8/15/09                        $ 150,000(b)  $    --

Computer & Data Processing
Services (1.63%)
   Sierra On Line Convertible
     Subordinated Debentures;
      6.50%; 4/1/01                                      990,000(c)   2,593,800

Computer & Office Equipment (0.14%)
   Seagate Technology Convertible
     Subordinated Debentures;
     6.75%; 5/1/12                                       200,000        225,000

Drugs (0.29%)
   Genzyme Corp. Convertible Notes;
     6.75%; 10/1/01                                      400,000        469,000

Industrial Inorganic Chemicals (0.92%)
   Ciba-Geigy Corp. Exchangeable
     Subordinated Debentures;
     6.25%; 3/15/16                                      350,000(c)     349,562
   ICN Pharmaceuticals, Inc.
      Convertible Subordinated
     Debentures; 8.50%; 11/15/99                       1,000,000      1,112,500

                                                                      1,462,062
Nursing & Personal Care Facilities (0.14%)
   Greenery Rehabilitation Group, Inc.
     Convertible Senior Subordinated
     Notes; 8.75%; 4/1/15                                250,000        227,500

Sanitary Services (0.24%)
   Enclean, Inc.Convertible
     Subordinated Debentures;
     7.50%; 8/1/01                                     $ 200,000    $   208,729
   Sanifill, Inc. Convertible
     Subordinated Debentures;
     7.50%; 6/1/06                                       150,000        170,438

                                                                        379,167

                                                     Total Bonds      5,356,529

Commercial Paper (12.32%)

Business Credit Institutions (9.02%)
   Cit Group Holdings, Inc.
     5.72%;11/2/95                                      5,015,000     5,014,203
   General Electric Capital Corp.;
     5.70%;11/3/95                                      5,015,000     5,013,412
   Deere (John) Capital Corp.;
     5.75%;11/7/95                                      4,375,000     4,370,807

                                                                     14,398,422
Crude Petroleum & Natural Gas (1.64%)
   Chevron Oil Finance Co.;
     5.74%;11/6/95                                      2,625,000     2,622,907

Personal Credit Institutions (1.66%)
   Ford Motor Credit Co.;5.76%;11/1/95                  2,650,000     2,650,000


                                           Total Commercial Paper    19,671,329


                             Total Portfolio Investments (98.64%)   157,431,132

Cash, receivables and other assets,
   net of liabilities (1.36%)                                         2,177,482

                                             Net Assets (100.00%)  $159,608,614

(a)  Non-income producing security - No dividend paid during the period.
(b)  Non-income producing security - Security in default.
(c)  Restricted security - See Note 4 to the financial statements.

PRINCOR GROWTH FUND, INC.
                                                           Shares
                                                            Held        Value
Common Stocks (87.70%)

Advertising (1.27%)
   Interpublic Group of Cos., Inc.                         60,000   $ 2,325,000

Beverages (2.62%)
   Coca-Cola Co.                                           30,000     2,156,250
   Pepsico, Inc.                                           50,000   $ 2,637,500

                                                                      4,793,750
Blast Furnace & Basic Steel
Products (1.61%)
   Lukens, Inc.                                            80,000     2,460,000
   Quanex Corp.                                            24,142       476,805

                                                                      2,936,805
Carpets & Rugs (1.40%)
   Shaw Industries, Inc.                                  200,000     2,550,000

Cash Grains (2.72%)
   Pioneer Hi-Bred International                          100,000     4,962,500

Commercial Banks (5.75%)
   Banc One Corp.                                          50,000     1,687,500
   Boatmen's Bancshares, Inc.                              45,000     1,710,000
   First of America Bank Corp.                             40,000     1,705,000
   Firstar Corp.                                           75,000     2,653,125
   FirstMerit Corp.                                        50,000     1,350,000
   Meridian Bancorp., Inc.                                 10,000       427,500
   Princeton National Bancorp., Inc.                       60,000       975,000

                                                                     10,508,125
Communications Equipment (0.98%)
   Northern Telecom Ltd.                                   50,000     1,800,000

Computer & Data Processing
Services (2.30%)
   Microsoft Corp.                                         42,000(a)  4,200,000

Computer & Office Equipment (2.23%)
   Digital Equipment Corp.                                  6,800(a)    368,050
   Hewlett-Packard Co.                                     30,000     2,778,750
   Pitney Bowes, Inc.                                      10,000       436,250
   Tandy Corp.                                             10,000       493,750

                                                                      4,076,800
Department Stores (1.40%)
   May Department Stores                                   65,000     2,551,250

Drugs (4.84%)
   Alliance Pharmaceutical Corp.                           20,000(a)    240,000
   Bristol-Myers Squibb Co.                                10,000       762,500
   Johnson & Johnson                                       30,000     2,445,000
   Lilly (Eli) & Co.                                       20,000     1,932,500
   Merck & Co., Inc.                                       44,100     2,535,750
   Seragen, Inc.                                           70,500(a)    414,187
   Upjohn Co.                                              10,000       507,500

                                                                      8,837,437
Electric Light & Wiring
Equipment (0.21%)
   Raychem Corp.                                            8,100       375,638

Electrical Goods (0.83%)
   Avnet, Inc.                                             30,000     1,511,250

Electronic Components &
Accessories (2.16%)
   Linear Technology Corp.                                 90,000     3,937,500


Electronic Distribution Equipment (0.69%)
   General Electric Co.                                    20,000     1,265,000

Engineering & Architectural
Services (0.33%)
   Dun & Bradstreet Corp.                                  10,000   $   597,500

Federal & Federally Sponsored
Credit (0.57%)
   Federal National Mortgage
     Association                                           10,000     1,048,750

Footwear, Except Rubber (0.74%)
   Stride Rite Corp.                                      120,000     1,350,000

General Industrial Machinery (3.63%)
   Flow International Corp.                               100,000(a)  1,112,500
   Ingersoll-Rand Co.                                      70,000     2,476,250
   Tyco International Ltd.                                 50,000     3,037,500

                                                                      6,626,250
Grain Mill Products (1.76%)
   Ralcorp Holdings, Inc.                                  10,833(a)    249,159
   Ralston-Ralston Purina Group                            50,000     2,968,750
                                                                      3,217,909
Grocery Stores (0.27%)
   Casey's General Stores, Inc.                            21,052       484,196

Holding Offices (0.35%)
   Today's Bancorp., Inc.                                  30,000       645,000

Hose, Belting, Gaskets &
Packing (1.30%)
   Mark IV Industries                                     122,054     2,380,053

Hospitals (2.03%)
   Humana, Inc.                                           100,000(a)  2,112,500
   Universal Health Services, Inc.;
     Class B                                               42,511(a)  1,594,162

                                                                      3,706,662
Household Furniture (1.23%)
   Masco Corp.                                             80,000     2,250,000

Investment Offices (1.05%)
   INVESCO PLC ADR                                         50,000     1,912,500

Lumber & Other Building
Materials (2.04%)
   Home Depot, Inc.                                       100,000     3,725,000

Medical Instruments &
Supplies (7.94%)
   Andros Analyzers, Inc.                                  60,000(a)  1,035,000
   Becton, Dickinson & Co.                                 20,000     1,300,000
   Boston Scientific Corp.                                206,961(a)  8,718,232
   Nellcor Puritan Bennett                                 60,000(a)  3,450,000

                                                                     14,503,232
Medical Service & Health
Insurance (5.47%)
   AON Corp.                                               40,000     1,645,000
   Foundation Health Corp.                                 70,000(a)  2,966,250
   Health System International, Inc.                       50,000(a)  1,518,750
   United Healthcare Corp.                                 51,000     2,709,375
   Value Health, Inc.                                      50,000     1,143,750

                                                                      9,983,125
Millwork, Plywood & Structural
Members (0.90%)
   Georgia-Pacific Corp.                                   20,000    $1,650,000

Miscellaneous Chemical Products (0.52%)
   Loctite Corp.                                           20,000       945,000

Miscellaneous Converted Paper
Products (0.44%)
   Minnesota Mining & Mfg. Co.                             14,000       796,250

Miscellaneous Electrical Equipment
& Supplies (2.16%)
   Motorola, Inc.                                          60,000     3,937,500

Miscellaneous Fabricated Metal
Products (2.41%)
   Intel Corp.                                             63,000     4,402,125

Miscellaneous  Shopping Goods
Stores (0.42%)
   Toys 'R' Us, Inc.                                       35,000(a)    765,625

Motor Vehicles & Equipment (2.79%)
   Chrysler Corp.                                          50,000     2,581,250
   Dana Corp.                                              98,000     2,511,250

                                                                      5,092,500
Office Furniture (0.20%)
   Chromcraft Revington, Inc.                              15,000(a)    360,000

Offices & Clinics of Medical
Doctors (0.20%)
   FHP International Corp.                                 15,000(a)    363,750

Operative Builders (0.73%)
   Pulte Corp.                                             42,105     1,331,571

Petroleum Refining (2.63%)
   Atlantic Richfield Co.                                  20,000     2,135,000
   Exxon Corp.                                             35,000     2,673,125

                                                                      4,808,125
Plastic Materials & Synthetics (0.82%)
   A. Schulman, Inc.                                       80,000     1,500,000

Plumbing, Heating & Air-
Conditioning  (0.38%)
   Metalclad Corp.                                        264,500(a)    694,312

Preserved Fruits & Vegetables (0.91%)
   CPC International, Inc.                                 25,000     1,659,375

Refrigeration & Service
Machinery (1.03%)
   Tecumseh Products Co.; Class A                          40,000     1,880,000

Rubber & Plastics Footwear (0.93%)
   Reebok International Ltd.                               50,000     1,700,000

Sanitary Services (1.97%)
   Browning-Ferris Industries, Inc.                        80,000     2,330,000
   WMX Technologies, Inc.                                  45,000     1,265,625

                                                                      3,595,625
Security Brokers & Dealers (1.38%)
   Salomon, Inc.                                           70,000   $ 2,528,750

Soap, Cleaners & Toilet Goods (5.24%)
   Colgate-Palmolive Co.                                   40,000     2,770,000
   Ecolab, Inc.                                           120,000     3,480,000
   International Flavors & Fragrances, Inc.                15,000       723,750
   SmithKline Beecham PLC ADR                              50,000     2,593,750

                                                                      9,567,500
Toys & Sporting Goods (1.55%)
   Mattel, Inc.                                            98,437     2,830,064

Trucking & Courier Services,
Ex., Air (0.37%)
   Roadway Services, Inc.                                  15,000       671,250

                                              Total Common Stocks   160,140,554

Preferred Stocks (2.13%)

Motor Vehicles & Equipment (0.52%)
   Ford Motor Co.;
     Series A Convertible                                   0,000       940,000

Offices & Clinics of Medical
Doctors (1.61%)
   FHP International Corp.;
     Series A Convertible                                 124,000     2,945,000

                                           Total Preferred Stocks     3,885,000

Bonds (2.02%)

                                                        Principal
                                                          Amount        Value
Drugs (0.16%)
   Genzyme Corp. Convertible Notes;
     6.75%; 10/1/01                                     $ 250,000   $   293,125

Electrical Industrial Apparatus (0.73%)
   Liebert Co. Convertible
     Subordinated Debentures;
     8.00%; 11/15/10                                      500,000     1,339,375

Industrial Inorganic Chemicals (0.27%)
   Ciba-Geigy Corp. Exchangeable
     Subordinated Debentures;
     6.25%; 3/15/16                                       500,000(b)    499,375

Nursing & Personal Care Facilities (0.50%)
   Greenery Rehabilitation Group, Inc.
     Convertible Senior Subordinated
     Notes; 8.75%; 4/1/15                               1,000,000       910,000

Sanitary Services (0.36%)
   Enclean, Inc. Convertible
     Subordinated Debentures;
      7.50%; 8/1/01                                     $ 300,000   $   313,093
   Sanifill, Inc. Convertible
     Subordinated Debentures;
     7.50%; 6/1/06                                        300,000       340,875

                                                                        653,968

                                                      Total Bonds     3,695,843
Commercial Paper (8.07%)

Business Credit Institutions (3.53%)
   CIT Group Holding, Inc.;
     5.72%; 11/2/95                                     3,635,000     3,634,423
   John Deere Capital Corp.;
     5.75%; 11/7/95                                     2,815,000     2,812,302

                                                                      6,446,725
Crude Petroleum & Natural Gas ( 2.39%)
   Chevron Oil Finance Co.;
     5.71%; 11/3/95                                     2,060,000     2,059,347
     5.74%; 11/6/95                                     2,300,000     2,298,166

                                                                      4,357,513
Personal Credit Institutions (2.15%)
   Ford Motor Credit Co.;
     5.76%; 11/1/95                                     3,935,000     3,935,000


                                           Total Commercial Paper    14,739,238


                             Total Portfolio Investments (99.92%)   182,460,635

Cash, receivables and other assets,
   net of liabilities (0.08%)                                           146,221

                                        Total Net Assets (100.00%) $182,606,856


(a)  Non-income producing security - No dividend paid during the period.
(b)   Restricted security - See Note 4 to the financial statements.

PRINCOR WORLD FUND, INC.

                                                           Shares
                                                            Held         Value
Common Stocks (97.16%)

AUSTRALIA (4.59%)

Commercial Banks (2.46%)
   National Australia Bank Ltd.                           374,715   $ 3,203,721

Crude Petroleum & Natural Gas (0.39%)
   Ampolex Ltd.                                           259,000(a)    512,224

Gas Production & Distribution (0.81%)
   Australia Gas & Light                                  305,000     1,055,597

Miscellaneous Food &
Kindred Products (0.93%)
  Burns, Philp & Co., Ltd.                                540,938   $ 1,209,711

                                                                      5,981,253
AUSTRIA (1.34%)

Blast Furnace & Basic
Steel Products (0.70%)
   Voest-Alpine Stahl                                      30,000(a)(b) 917,237

Railroad Equipment (0.64%)
   Vae AG                                                   9,350       835,917

                                                                      1,753,154
CANADA (2.18%)

Coal Mining Services (0.49%)
  Morgan Hydrocarbons, Inc.                                13,600(a)    635,234

Communications Equipment (0.88%)
  Newbridge Networks Corp.                                 37,700(a)  1,149,850

Iron & Steel Foundries (0.26%)
   Dofasco, Inc.                                           26,300       332,412

Miscellaneous Plastics
Products, NEC (0.55%)
   Royal Plastics Group                                    54,000(a)(b) 722,668

                                                                      2,840,164
CHILE (0.53%)

Telephone Communication (0.53%)
   Compania DeTelecomunicaciones ADR                        9,600       691,200

DENMARK (1.18%)

Telephone Communication (1.18%)
   Tele Danmark B                                          29,500     1,538,003

FINLAND (3.27%)

Forest Products (0.54%)
   Metsa-Serla                                             18,800       699,395

Miscellaneous Wood Products (0.85%)
   Enso-Gutzeit                                           142,000     1,113,371

Pulp Mills (1.06%)
   Kymmene                                                 50,700     1,384,756

Sugar & Confectionary Products (0.82%)
   Huhtamake I Free                                        36,200     1,073,956

                                                                      4,271,478
FRANCE (1.29%)

Drugs (1.29%)
   Roussel-Uclaf                                           10,250     1,680,089

GERMANY (4.62%)

Flat Glass (0.37%)
   Weru AG                                                  1,275       479,846

Industrial Inorganic Chemicals (1.83%)
   Bayer AG                                                 9,055   $ 2,391,924

Miscellaneous Chemical Products (2.42%)
   Hoechst AG                                              12,100     3,153,315

                                                                      6,025,085
GREECE (0.52%)

Highway & Street Construction (0.52%)
   Edrasis Psallidas                                       45,000       673,234
   Edrasis Psallidas Rights                                13,500(a)      8,440

                                                                        681,674
HONG KONG (5.33%)

Communications Equipment (0.30%)
   ABC Communications Holdings Ltd.                     1,946,000       397,667

Electric Services (0.60%)
   CEP-A Consolidated Electric
   Power-Asia                                             387,000       783,331

Electronic Components
& Accessories (0.50%)
   Varitronix                                             340,000       648,620

Highway & Street Construction (0.07%)
   Wai Kee Holdings, Ltd                                  744,000        91,415

Holdings Offices (1.11%)
   First Pacific Co. Ltd.                               1,260,673     1,451,149

Miscellaneous Textile Goods (0.45%)
  Espirit Asia                                          1,708,000       579,878

Office Furniture (0.46%)
   Lamex Holdings                                       2,660,000       595,179

Personal Credit Institutions (0.81%)
   Manhattan Card Co.                                   2,463,000     1,051,231

Security Brokers & Dealers (1.03%)
   Peregrine Investment Holdings                        1,058,000     1,347,850

                                                                      6,946,320
INDONESIA (1.07%)

Miscellaneous Furniture &
Fixtures (0.25%)
  Pt Surya Toto                                           154,000       318,714

Pulp Mills (0.82%)
   Asia Pacific Resources                                 146,700(a)  1,063,575

                                                                      1,382,289
ITALY (2.76%)

Metalworking Machinery (0.23%)
   Danieli & Co.-DR                                       110,000       303,610

Telephone Communication (2.53%)
   Telecom Italia-DI                                    1,440,000     1,698,209
   Telecom Italia Mobile                                1,440,000     1,598,845

                                                                      3,297,054

                                                                      3,600,664
JAPAN (0.89%)

Computer & Office
Equipment (0.46%)
   Canon, Inc.                                             35,000   $   599,051

Electronic Components
& Accessories (0.24%)
   Murata Mfg.                                              9,000       316,006

Engines & Turbines (0.19%)
   Mabuchi Motor                                            4,000       242,163

                                                                      1,157,220
KOREA (2.40%)

Commercial Banks (0.31%)
   Shinhan Bank                                            16,300       336,588
   Shinhan Bank Bonus Shares                                2,992(a)     61,783

                                                                        398,371
Concrete Work (0.60%)
   Hanil Cemet                                             13,500       785,140

Construction & Related
Machinery (0.59%)
   Keumkang                                                10,000       771,091

Electric Services (0.90%)
   Korea Electric Power Corp.                              28,500     1,173,299

                                                                      3,127,901
MALAYSIA (0.74%)

Holding Offices (0.49%)
   C. I. Holdings                                         180,000       633,520

Non-Classifiable
Establishments (0.25%)
   Malaysian Pacific Industries                           122,000       328,636

                                                                        962,156
MEXICO (1.57%)

Aircraft & Parts (0.13%)
   Tolmex SA                                               46,000       174,592

Cement, Hydraulic (0.26%)
   Apasco SA                                               90,000       332,770

Concrete, Gypsum & Plaster
Products (0.20%)
   Cementos De Mexico SA                                   80,000       257,141

Department Stores (0.17%)
   Sears Roebuck De Mexico SA                              83,400(a)    227,771

Foreign Banks, Branches &
Agencies (0.21%)
  Grupo Financiero Bancomer;
    Series B                                            1,030,000(a)$   271,202
    Series L                                               38,148(a)      8,869

                                                                        280,071
Miscellaneous Food & Kindred
Products (0.07%)
   Grupo Herdez SA                                        328,000(a)     86,364

Telephone Communication (0.53%)
   Telefonos De Mexico SA ADR                              25,300       695,750

                                                                      2,054,459
NETHERLANDS (14.41%)

Beer, Wine & Distilled Beverages (0.55%)
   Heineken Holdings                                        4,343       717,357

Commercial Banks (1.81%)
   ABN-AMRO Holdings NV                                    56,218     2,358,814

Communications Services, NEC (2.09%)
   KPN Royal PTT Nederland                                 77,786     2,732,118

Electric Light & Wiring
Equipment (0.58%)
   Otra                                                     3,700       761,009

Electronic Distribution Equipment (1.81%)
   Phillips Electronics                                    61,100     2,358,718

Grocery Stores (1.33%)
   Ahold NV New ADR                                        41,057     1,549,902
   Koninklijke Ahold NV                                     4,989       188,808

                                                                      1,738,710
Meat Products (2.16%)
   Unilever NV                                             21,500     2,812,444

Miscellaneous Durable Goods (1.91%)
   Hagemeyer NV                                            50,100     2,492,099

Miscellaneous Transportation
Services (0.65%)
   Koninklijke Pakhoed NV                                  31,255       850,536

Paperboard Containers & Boxes (0.58%)
   Koninklijke KNP BT NV                                   25,080(b)    753,922

Special Industry Machinery (0.94%)
   IHC Caland NV                                           43,300     1,230,380

                                                                     18,806,107
NEW ZEALAND (3.28%)

Beverages (1.69%)
  Lion Nathan                                             970,000     2,202,433

Household Appliances (1.05%)
  Fisher & Paykel                                         421,000     1,375,497

Miscellaneous Manufacturers (0.54%)
   Carter Holt Harvey Ltd.                                297,300       710,356

                                                                      4,288,286
NORWAY (3.29%)

Commercial Banks (1.13%)
   Christiana Bank Ordinary Shares                        361,000   $   840,338
   Fokus Bank                                             120,000(a)(b) 635,732

                                                                      1,476,070
Drugs (0.41%)
    Hafslund Nycomed                                       19,198       536,271

Meat Products (1.11%)
  Orkla B Ordinary Shares                                  29,700     1,444,701

Ship & Boat Building &
Repairing (0.64%)
   Unitor Ships Service                                    67,500       834,399

                                                                      4,291,441
SINGAPORE (1.53%)

Air Transportation, Scheduled (0.54%)
   Singapore International Airlines                        76,000       703,802

Electric Light & Wiring
Equipment (0.28%)
   Clipsal Industries Holdings                            149,000       365,050

Electronic Components &
Accessories (0.71%)
   Amtek Engineering                                      450,000       922,521

                                                                      1,991,373
SPAIN (5.46%)

Combination Utility Services (1.21%)
   Iberdrola 1 SA                                         210,000     1,580,368

Commercial Banks (1.49%)
   Banco Popular                                           12,230     1,939,793

Oil & Gas Field Services (1.71%)
   Repsol Petroleo, SA                                     74,800     2,230,232

Telephone Communication (1.05%)
   Telefonica De Espana, SA                               109,400     1,378,127

                                                                      7,128,520
SWEDEN (7.38%)

Commercial Banks (1.68%)
   Svenska Handelsbanken AB Free                          130,750     2,194,394

Household Audio & Video
Equipment (0.72%)
   SKF 'B' Free                                            49,700       942,595

Miscellaneous Transportation
Equipment (0.64%)
   Autoliv AB                                              14,500       831,555

Motor Vehicles & Equipment (1.50%)
   Volvo AB                                                87,000     1,957,755

Plastic Materials & Synthetics (1.30%)
   Astra AB                                                47,050     1,699,687

Water Transportation of
Freight, NEC (1.54%)
   Argonaut AB 'B' Free                                   158,000(a) $  242,580
   ICB Shipping AB 'B' Free                               213,733     1,769,426

                                                                      2,012,006

                                                                      9,637,992
SWITZERLAND (12.12%)

Combination Utility Services (1.09%)
   BBC AG (Brown Boveri)                                    1,230     1,425,336

Drugs (2.70%)
   Galencia Holdings AG                                     2,890       902,719
   Immuno International AG                                    970       477,954
   Sandoz AG                                                2,600     2,143,578

                                                                      3,524,251
Functions Closely Related
to Banking (1.42%)
   BIL GT Group                                             3,000     1,847,760

Miscellaneous Chemical
Products (1.99%)
   Ciba Geigy AG-REG                                        3,000     2,594,784

Plumbing & Heating,
Except Electric (0.30%)
   Elco Holdings                                              940       385,425

Pulp Mills (0.34%)
   Attisholz AG                                               620       451,698

Special Industry Machinery (2.19%)
   Bobst SA                                                 1,175     1,778,250
   Sulzer AG                                                1,800     1,076,980

                                                                      2,855,230
Sugar & Confectionary
Products (2.09%)
   Nestle                                                   2,604     2,726,555

                                                                     15,811,039
THAILAND (1.95%)

Commercial Banks (1.20%)
   Bangkok Bank                                           152,000     1,570,746

Non-Classifiable Establishments (0.75%)
   Thailand International Fund                                 31       976,500

                                                                      2,547,246
UNITED KINGDOM (13.46%)

Commercial Banks (0.81%)
   Bank of Ireland                                        160,000     1,060,348

Construction & Related
Machinery (1.38%)
   Powerscreen International PLC                          296,000     1,802,844

Crude Petroleum & Natural Gas (1.18%)
   Hardy Oil & Gas                                        520,000     1,534,349

Electric Services (2.03%)
   Northern Ireland Electric                               61,000     2,648,741

Investment Offices (0.65%)
   Invesco PLC                                            222,000   $   849,462

Lumber & Other Building
Materials (1.14%)
   Wickes PLC                                             754,000     1,487,170

Miscellaneous Fabricated Metal
Products (0.50%)
   Bridon PLC                                             289,285       652,742

Miscellaneous Non-Durable
Goods (1.88%)
   Grand Metropolitan PLC                                 355,000     2,453,476

Primary Nonferrous Metals (1.41%)
   British Steel PLC                                      712,000     1,836,864

Pulp Mills (0.46%)
   Babcock International Group                            228,171       601,253

Sand & Gravel (0.21%)
   Bardon Group PLC                                       650,000       271,793

Telephone Communication (0.52%)
   Cable & Wireless PLC                                   105,000       685,913

Water Supply (1.29%)
   Wessex Water PLC                                       268,660     1,420,127
   Wessex Water PLC; Class A                              322,392       258,166

                                                                      1,678,293
                                                                     17,563,248

                                              Total Common Stocks   126,758,361

Preferred Stocks (0.58%)

AUSTRIA (0.58%)

Highway & Street Construction (0.58%)
   Bau Holdings AG                                        16,200        751,952

Bonds (0.95%)

MEXICO (0.95%)

Fire, Marine & Casualty
Insurance (0.95%)
  Alfa SA Convertible Subordinated
   Debenture; 8.00%; 9/15/00                          $1,300,000(b)   1,244,750

Commercial Paper (3.61%)

UNITED STATES (3.61%)

Business Credit Institutions (2.04%)
   Cit Group Holdings, Inc.;
     5.72%; 11/2/95                                    1,265,000      1,264,799
   General Electric Capital Corp.;
     5.88%; 11/1/95                                    1,390,000      1,390,000

                                                                      2,654,799
Crude Petroleum & Natural Gas (1.57%)
   Chevron Oil Finance Co.;
     5.71%; 11/3/95                                    1,360,000      1,359,569
     5.74%; 11/6/95                                      690,000        689,450

                                                                      2,049,019

                                           Total Commercial Paper     4,703,818

                            Total Portfolio Investments (102.30%)   133,458,881

Liabilities, net of cash, receivables and
  other assets, (-2.30%)                                             (2,996,705)

                                       Total Net Assets (100.00%)  $130,462,176

(a)  Non-Income producing security - No dividend paid during the period.
(b)  Restricted security - See Notes 4 to the financial statements.


<PAGE>

 This page left blank intentionally.
<PAGE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS


Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions
                                                          Net Realized
                                                               and

                                       Net Asset    Net    Unrealized     Total     Dividends                              Net Asset
                                       Value at   Invest-     Gain        from      from Net   Distributions               Value at
                                       Beginning   ment     (Loss) on   Investment Investment      from          Total        End
                                       of Period  Income   Investments  Operations    Income   Capital Gains Distributions of Period

   
   Princor Balanced Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>          <C>        <C>          <C>          <C>           <C>
       1995                             $12.43     $.41      $1.31        $1.72      $(.36)       $(.05)        $(.41)       $13.74
       1994                              13.26      .32       (.20)         .12       (.40)        (.55)         (.95)        12.43
       1993                              12.78      .35      1 .14         1.49       (.37)        (.64)        (1.01)        13.26
       1992                              11.81      .41        .98         1.39       (.42)          -           (.42)        12.78
       1991                               9.24      .46       2.61         3.07       (.50)          -           (.50)        11.81

     Class B
     Period Ended October 31, 1995(f)    11.80      .31       1.90         2.21       (.30)          -           (.30)        13.71

   Princor Blue Chip Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              12.45      .24       2.55         2.79       (.21)          -           (.21)        15.03
       1994                              11.94      .20        .57          .77       (.26)          -           (.26)        12.45
       1993                              11.51      .21        .43          .64       (.18)        (.03)         (.21)        11.94
       1992                              10.61      .17        .88         1.05       (.15)          -           (.15)        11.51
     Period Ended October 31, 1991(g)    10.02      .10        .57          .67       (.08)          -           (.08)        10.61

     Class B
     Period Ended October 31, 1995(f)    11.89      .15       3.10         3.25       (.15)          -           (.15)        14.99

   Princor Capital Accumulation
   Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              20.83      .45       3.15         3.60       (.39)        (.35)         (.74)        23.69
       1994                              21.41      .39        .93         1.32       (.41)       (1.49)        (1.90)        20.83
       1993                              21.34      .43       1.67         2.10       (.43)       (1.60)        (2.03)        21.41
       1992                              19.53      .45       1.82         2.27       (.46)          -           (.46)        21.34
       1991                              14.31      .49       5.24         5.73       (.51)          -           (.51)        19.53

     Class B
     Period Ended October 31, 1995(f)    19.12      .33       4.46         4.79       (.30)          -           (.30)        23.61
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                        Ratios/Supplemental Data


                                                                                 Ratio of Net
                                                                     Ratio of     Investment
                                                    Net Assets at   Expenses to   Income to    Portfolio
                                           Total    End of Period     Average      Average     Turnover
                                          Return(a) (in thousands)  Net Assets   Net Assets      Rate

   Princor Balanced Fund, Inc.(b)
        Class A
     Year Ended October 31,
<S>    <C>                                <C>        <C>              <C>          <C>          <C>
       1995                                14.18%    $  57,125        1.37%        3.21%        35.8%
       1994                                  .94%       53,366        1.51%        2.70%        14.4%
       1993                                12.24%       39,952        1.35%        2.78%        27.5%
       1992                                11.86%       31,339        1.29%        3.39%        30.6%
       1991                                34.09%       23,372        1.30%        4.25%        23.6%

     Class B
     Period Ended October 31, 1995(f)     18.72%(d)      1,263        1.91%(e)     2.53%(e)     35.8%(e)

   Princor Blue Chip Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               22.65%        35,212       1.38%         1.83%        26.1%
       1994                                6.58%        27,246       1.46%         1.72%         5.5%
       1993                                5.65%        23,759       1.25%         1.87%        11.2%
       1992                                9.92%        19,926       1.56%         1.49%        13.5%
     Period Ended October 31, 1991(g)      6.37%(d)     12,670       1.71%(e)      1.67%(e)      0.4%(e)

     Class B
     Period Ended October 31, 1995(f)     26.94%(d)      1,732       1.90%(e)       .97%(e)     26.1%(e)

   Princor Capital Accumulation
   Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               17.94%       339,656        .75%         2.08%        46.0%
       1994                                6.67%       285,965        .83%         2.02%        31.7%
       1993                               10.42%       240,016        .82%         2.16%        24.8%
       1992                               11.67%       190,301        .93%         2.17%        38.3%
       1991                               40.63%       152,814        .99%         2.72%        19.7%

     Class B
     Period Ended October 31, 1995(f)     25.06%(d)      2,248       1.50%(e)      1.07(e)      46.0%(e)

<FN>
Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge or contingent
     deferred sales charge.

(b)  Effective  December 5, 1994, the name of Princor Managed Fund, Inc. was
     changed to Princor Balanced Fund, Inc.

(c)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.08 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the Fund incurred net realized and unrealized losses
     on investments of $.12 per share during this initial interim  period.  This
     represented  activities of the fund prior to the initial public offering of
     fund shares.

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period  from  December  9,1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  The  Growth  Funds  Class  B  shares
     recognized  no net  investment  income  for the  period  from  the  initial
     purchase of Class B shares on December  5, 1994  through  December 8, 1994.
     The Growth Funds Class B shares incurred unrealized loss during the initial
     interim period as follows.  This  represented  Class B share  activities of
     each fund prior to the initial public offering of Class B shares:

                                              Per Share
                                              Unrealized
              Fund                              (Loss)

     Princor Balanced Fund, Inc.                (0.19)
     Princor Blue Chip Fund, Inc.               (0.15)
     Princor Capital Accumulation
       Fund, Inc.                               (0.46)

(g)  Period from March 1, 1991,  date shares  first  offered to public,  through
     October 31, 1991. Net investment income, aggregating $.01 per share for the
     period from the initial  purchase  of shares on February  11, 1991  through
     February 28, 1991,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the Fund incurred unrealized gains on investments of
     $.01 per  share  during  this  initial  interim  period.  This  represented
     activities of the fund prior to the initial public offering of fund shares.

(h) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
October 3l.
    
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions

                                                          Net Realized
                                                               and
                                      Net Asset    Net    Unrealized     Total     Dividends                              Net Asset
                                       Value at  Invest-     Gain        from      from Net   Distributions               Value at
                                      Beginning   ment     (Loss) on   Investment Investment      from          Total        End
                                      of Period  Income   Investments  Operations    Income   Capital Gains Distributions of Period

   Princor Emerging Growth Fund, Inc.

   
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>         <C>        <C>          <C>          <C>           <C>
       1995                             $25.08     $.12      $6.45       $6.57      $(.06)       $(.14)       $(.20)        $31.45
       1994                              23.56      -         1.61        1.61         -          (.09)        (.09)         25.08
       1993                              19.79      .06       3.82        3.88       (.11)          -          (.11)         23.56
       1992                              18.33      .14       1.92        2.06       (.15)        (.45)        (.60)         19.79
       1991                              11.35      .17       7.06        7.23       (.21)        (.04)        (.25)         18.33

     Class B
     Period Ended October 31,1995(e)     23.15      -         8.18        8.18       (.02)          -          (.02)         31.31

   Princor Growth Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              31.14      .35       6.67        7.02       (.31)        (.63)        (.94)         37.22
       1994                              30.41      .26       2.56        2.82       (.28)       (1.81)       (2.09)         31.14
       1993                              28.63      .40       2.36        2.76       (.42)        (.56)        (.98)         30.41
       1992                              25.92      .39       3.32        3.71       (.40)        (.60)       (1.00)         28.63
       1991                              16.57      .41       9.32        9.73       (.38)          -          (.38)         25.92

     Class B
     Period Ended October 31, 1995(e)    28.33      .21       8.76        8.97       (.20)          -          (.20)         37.10

   Princor World Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               7.44      .08       (.02)        .06       (.03)        (.19)        (.22)          7.28
       1994                               6.85      .01        .64         .65       (.02)        (.04)        (.06)          7.44
       1993                               5.02      .03       1.98        2.01       (.05)        (.13)        (.18)          6.85
       1992                               5.24      .06       (.14)       (.08)      (.06)        (.08)        (.14)          5.02
       1991                               4.64      .05        .58         .63       (.03)          -          (.03)          5.24

     Class B
     Period Ended October 31, 1995(e)     6.71      .05        .51         .56       (.03)          -          (.03)          7.24
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                         Ratios/Supplemental Data


                                                                                Ratio of Net
                                                                    Ratio of    Investment
                                                   Net Assets at   Expenses to   Income to   Portfolio
                                         Total     End of Period     Average      Average     Turnover
                                        Return(a)  (in thousands)  Net Assets   Net Assets     Rate

   Princor Emerging Growth Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                              <C>         <C>              <C>          <C>         <C>
       1995                              26.41%     $150,611         1.47%         .47%       13.5%
       1994                               6.86%       92,965         1.74%         .02%        8.1%
       1993                              19.66%       48,668         1.66%         .26%        7.0%
       1992                              11.63%       29,055         1.74%         .80%        5.8%
       1991                              64.56%       17,174         1.78%        1.14%        8.4%

     Class B
     Period Ended October 31,1995 (e)    35.65%(c)     8,997         2.04%(d)     (.17)%(d)   13.5%(d)

   Princor Growth Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              23.29%      174,328         1.16%        1.12%       12.2%
       1994                               9.82%      116,363         1.30%         .95%       13.6%
       1993                               9.83%       80,051         1.26%        1.40%       16.4%
       1992                              14.76%       63,405         1.19%        1.46%       15.6%
       1991                              59.30%       45,892         1.13%        1.85%       10.6%

     Class B
     Period Ended October 31, 1995(e)    31.48%(c)     8,279         1.80%(d)      .31%(d)    12.2%(d)

   Princor World Fund, Inc.

     Year Ended October 31,
       1995                               1.03%      126,554         1.63%        1.10%       35.4%
       1994                               9.60%      115,812         1.74%         .10%       13.2%
       1993                              41.39%       63,718         1.61%         .59%       19.5%
       1992                              (1.57)%      35,048         1.69%        1.23%       19.9%
       1991                              13.82%       26,478         1.72%        1.36%       27.6%

     Class B
     Period Ended October 31, 1995(e)     9.77%(c)     3,908         2.19%(d)      .58%(d)    35.4%(d)

<FN>
Notes to financial highlights

(a)  Total  Return is  calculated  without  the  front-end  sales  charge or the
contingent deferred sales charge.

(b)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.04 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period.  Additionally,  the Fund incurred net realized and unrealized gains
     on investments of $.46 per share during this initial interim  period.  This
     represented  activities of the fund prior to the initial public offering of
     fund shares.

(c)  Total Return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  The  Growth  Funds  Class  B  shares
     recognized  no net  investment  income  for the  period  from  the  initial
     purchase of Class B shares on December  5, 1994  through  December 8, 1994.
     The Growth Funds Class B shares incurred unrealized loss during the initial
     interim period as follows.  This  represented  Class B share  activities of
     each fund prior to the initial public offering of Class B shares:

                                            Per Share
                                           Unrealized
               Fund                          (Loss)

     Princor Emerging Growth Fund, Inc.      (0.77)
     Princor Growth Fund, Inc.               (0.86)
     Princor World Fund, Inc.                (0.07)

(f) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
    October 3l.

(g) Effective  January 1, 1989,  the fund  changed  its  fiscal  year-end  from
    December 31 to October 31.

(h) The  investment  manager of Princor  World  Fund,  Inc.  was changed on
August 1, 1988 to the current manager, Princor Management Corporation. The years
1983 through 1987 are not covered by the current independent auditor's report.
    
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


October 31, 1995

STATEMENTS OF ASSETS AND LIABILITIES


                                                          Princor                   Princor Cash              Princor Government
                                                           Bond                      Management                Securities Income
INCOME FUNDS                                            Fund, Inc.                   Fund, Inc.                   Fund, Inc.



    Assets
    Investment in securities -- at value
       (cost -- $101,743,009; $617,008,663;
       $263,572,657; $23,347,818;
       $171,607,538; $101,122,584; and
<S>                                                    <C>                           <C>                          <C>
       $65,736,920, respectively) (Note 4).....        $108,055,567                  $617,008,663                 $264,501,332
    Cash.....................................                 1,187                        87,366                        2,761
    Receivables:
       Dividends and interest..................           2,240,956                       322,453                    1,583,829
       Investment securities sold..............              --                            --                            --
       Capital Stock sold......................               6,431                    12,734,329                      214,702
    Other assets...............................               3,438                        19,872                       16,78

                                  Total Assets          110,307,579                   630,172,683                  266,319,405
    Liabilities
    Accrued expenses...........................              91,454                       486,381                      206,132
    Payables:
       Investment securities purchased.........             505,065                       --                            --
       Capital Stock reacquired................              41,556                     5,614,287                      285,766

                             Total Liabilities              638,075                     6,100,668                      491,898

    Net Assets Applicable to
    Outstanding Shares   ......................        $109,669,504                  $624,072,015                 $265,827,507



    Net Assets Consist of:
    Capital Stock..............................    $         95,995                $    6,240,720              $       235,055
    Additional paid-in capital.................         102,940,859                   617,831,295                  265,024,438
    Accumulated undistributed net
       investment income.......................             705,347                       --                         1,548,316
    Accumulated undistributed net realized
       (loss) on investment transactions.......            (385,255)                      --                        (1,908,977)
    Net unrealized  appreciation
       of investments..........................           6,312,558                       --                           928,675

                              Total Net Assets         $109,669,504                  $624,072,015                 $265,827,507


    Capital Stock (par value: $.01 a share)
    Shares authorized..........................         100,000,000                 2,000,000,000                  100,000,000

    Net Asset Value Per Share:
    Class A:  Net Assets.......................        $106,961,936                  $623,864,278                 $261,128,056

              Shares issued and outstanding.              9,362,124                   623,864,278                   23,089,297
              Net asset value per share......                $11.42                        $1.000                       $11.31
              Maximum offering price per share               $11.99(1)                     $1.000                      $11.87(1)


    Class B:  Net Assets   ...................          $2,707,568                      $207,737                   $4,699,451
              Shares issued and outstanding...             237,371                       207,737                      416,214
              Net asset value per share(2)....              $11.41                        $1.000                       $11.29

    (1)  Maximum  offering  price is equal to net asset  value plus a  front-end
    sales charge of 4.75% of the offering price.  (2) Redemption price per share
    is equal to net asset value less any  applicable  contingent  deferred sales
    charge.


   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

October 31, 1995

STATEMENTS OF ASSETS AND LIABILITIES


                                                      Princor           Princor         Princor Tax-Exempt          Princor
                                                     High Yield        Tax-Exempt         Cash Management          Utilities
INCOME FUNDS                                          Fund, Inc.      Bond Fund, Inc.        Fund, Inc.            Fund, Inc.



    Assets
    Investment in  securities -- at value (cost
       --  $101,743,009;  $617,008,663;
       $263,572,657; $23,347,818; $171,607,538;
       $101,122,584; and $65,736,920,
<S>                                                  <C>               <C>                   <C>                   <C>
       respectively)(Note 4)...................      $23,351,279       $177,611,183          $101,122,584          $69,577,129
    Cash.......................................            4,561             11,996               102,830                4,117
    Receivables:
       Dividends and interest..................          677,257          3,781,978               541,753              303,506
       Investment securities sold..............             --            1,910,000                 --                   --
       Capital Stock sold......................           26,206             71,370               736,281               53,904
    Other assets...............................            1,991              7,333                 3,024                  431

                                  Total Assets        24,061,294        183,393,860           102,506,472           69,939,087
    Liabilities
    Accrued expenses...........................           32,481            128,451                82,127               77,742
    Payables:
       Investment securities purchased.........             --                --                1,000,000                 --
       Capital Stock reacquired................             --               63,986             1,510,661               35,975

                             Total Liabilities            32,481            192,437             2,592,788              113,717

    Net Assets Applicable to
    Outstanding Shares   ......................      $24,028,813       $183,201,423         $  99,913,684          $69,825,370



    Net Assets Consist of:
    Capital Stock..............................           29,820       $    152,970         $     999,137         $     63,824
    Additional paid-in capital.................       26,732,138        178,324,173            98,914,547           68,916,481
    Accumulated undistributed net
       investment income.......................          266,395          1,048,291                 --                 246,709
    Accumulated undistributed net realized
       (loss) on investment transactions.......       (3,003,001)        (2,327,656)                --              (3,241,853)
    Net unrealized  appreciation
       of investments..........................            3,461          6,003,645                 --               3,840,209

                              Total Net Assets       $24,028,813       $183,201,423         $  99,913,684          $69,825,370


    Capital Stock (par value: $.01 a share)
    Shares authorized..........................      100,000,000        100,000,000         1,000,000,000          100,000,000

    Net Asset Value Per Share:
    Class A:  Net Assets.......................      $23,395,879       $179,715,058         $  99,887,179          $65,872,916

              Shares issued and outstanding.           2,903,300         15,005,591            99,887,179            6,020,742
              Net asset value per share......              $8.06             $11.98                $1.000               $10.94
              Maximum offering price
                 per share ....................            $8.46(1)          $12.58(1)             $1.000               $11.49(1)

    Class B:  Net Assets   ...................          $632,934         $3,486,365               $26,505           $3,952,454
              Shares issued and outstanding.              78,670            291,444                26,505              361,704
              Net asset value per share(2)...              $8.05             $11.96                $1.000               $10.93

    (1) Maximum  offering  price is equal to net asset  value  plus a  front-end
        sales charge of 4.75% of the offering price.
    (2) Redemption  price  per  share  is  equal  to net  asset  value  less any
        applicable contingent deferred sales charge.


   See accompanying notes.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Year Ended October 31, 1995

STATEMENTS OF OPERATIONS


                                                          Princor                   Princor Cash              Princor Government
                                                           Bond                      Management                Securities Inco
INCOME FUNDS                                            Fund, Inc.                   Fund, Inc.                   Fund, Inc.



    Net Investment Income
    Income:
<S>                                                    <C>                          <C>                          <C>
       Dividends..............................         $    --                      $    --                      $    --
 $     Interest...............................            8,034,573                   29,621,653                   18,894,705

                                 Total Income             8,034,573                   29,621,653                   18,894,705

    Expenses:
       Management and investment advisory
          fees (Note 3).......................              489,133                    1,980,472                    1,165,241
       Distribution and shareholder servicing
          fees--Class A (Note 3)..............              231,494                      --                           471,723
       Distribution and shareholder servicing
          fees--Class B (Note 3)..............                9,138                          366                       16,582
       Transfer and administrative services
          (Note 3)............................              213,198                    1,494,200                      435,625
       Registration fees--Class A.............               33,282                      320,925                       53,604
       Registration fees--Class B.............                  485                          102                          507
       Custodian fees ........................                7,900                       28,386                       38,790
       Auditing and legal fees ...............                6,635                        8,992                        9,367
       Directors' fees .......................                7,825                        7,824                        7,825
       Other .................................               11,068                       36,220                       33,730

                         Total Gross Expenses             1,010,158                    3,877,487                    2,232,994
       Less:  Management and investment
          advisory fees waived................              (86,318)                    (296,359)                       --

                           Total Net Expenses               923,840                    3,581,128                    2,232,994

                        Net Investment Income             7,110,733                   26,040,525                   16,661,711

    Net Realized and Unrealized
    Gain (Loss) on Investments
    Net realized (loss) from
       investment transactions................             (385,488)                     --                        (1,074,727)
    Net increase in unrealized
       appreciation/depreciation
       on investments.........................           10,947,591                      --                        25,002,420

             Net Realized and Unrealized Gain
                               on Investments            10,562,103                      --                        23,927,693


                   Net Increase in Net Assets
                    Resulting from Operations           $17,672,836                  $26,040,525                  $40,589,404






   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended October 31, 1995

STATEMENTS OF OPERATIONS


                                                      Princor           Princor           Princor Tax-Exempt          Princor
                                                     High Yield        Tax-Exempt          Cash Management           Utilities
INCOME FUNDS                                         Fund, Inc.      Bond Fund, Inc.           Fund, Inc.            Fund, Inc.



    Net Investment Income
    Income:
<S>                                                   <C>             <C>                   <C>                    <C>         
       Dividends..............................        $ --            $     --              $    --                $  3,503,554
       Interest...............................      2,196,631          11,308,569            3,745,010                 165,411

                                 Total Income       2,196,631          11,308,569            3,745,010               3,668,965

    Expenses:
       Management and investment advisory
          fees (Note 3).......................        129,542             828,825              471,994                 367,403
       Distribution and shareholder servicing
         fees--Class A (Note 3)..............          53,404             337,576                --                     149,537
       Distribution and shareholder servicing
          fees--Class B (Note 3)..............          2,110              14,113                  152                  13,113
       Transfer and administrative services
          (Note 3)............................         86,915             193,662              214,963                 211,232
       Registration fees--Class A.............         20,202              31,626               84,026                  29,832
       Registration fees--Class B.............            456                 442                   94                     466
       Custodian fees ........................          4,389               7,305               11,560                   8,252
       Auditing and legal fees ...............          6,842               8,676                7,947                   6,674
       Directors' fees .......................          7,825               7,825                7,825                   7,825
       Other .................................          3,508              22,911               10,132                   7,357


                       Total Gross Expenses           315,193           1,452,961               808,693                 801,691
       Less:  Management and investment
          advisory fees waived................           --                 --                 (138,673)              (152,483)

                           Total Net Expenses         315,193           1,452,961              670,020                 649,208

                        Net Investment Income       1,881,438           9,855,608            3,074,990               3,019,757

    Net Realized and Unrealized
    Gain (Loss) on Investments
    Net realized (loss) from
       investment transactions................       (105,759)         (1,677,841)               --                   (393,414)
    Net increase in unrealized
       appreciation/depreciation
       on investments.........................        581,993          17,420,735                --                 11,053,532

             Net Realized and Unrealized Gain
                               on Investments         476,234          15,742,894                --                 10,660,118


                   Net Increase in Net Assets
                    Resulting from Operations      $2,357,672         $25,598,502            $3,074,990            $13,679,875












   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31

STATEMENTS OF CHANGES IN NET ASSETS


                                                          Princor                   Princor Cash              Princor Government
                                                           Bond                      Management                Securities Income
INCOME FUNDS                                            Fund, Inc.                   Fund, Inc.                   Fund, Inc.




                                                    1995         1994            1995          1994           1995          1994

    Operations
<S>                                            <C>           <C>            <C>              <C>          <C>           <C>
    Net investment income..................... $  7,110,733  $  6,505,178  $  26,040,525     $9,633,432    $ 16,661,711 $16,336,007
    Net realized gain (loss) from
       investment transactions................     (385,488)      104,695        --              --         (1,074,727)   (752,360)
    Net increase (decrease) in unrealized
       appreciation/depreciation
       on investments.........................   10,947,591   (12,203,552)       --              --         25,002,420 (32,499,913)

          Net Increase (Decrease) in Net Assets
                     Resulting from Operations   17,672,836    (5,593,679)   26,040,525       9,633,432      40,589,404(16,916,266)
    Net Equalization Charges .................        --          --             --              --              --        146,563

    Dividends and Distributions to Shareholders
       From net investment income:
       Class A................................   (6,978,094)  (6,377,064)   (26,038,303)     (9,633,432)  (16,398,545) (15,876,078)
       Class B ...............................      (57,053)      --             (2,222)         --            (94,011)       --

                                                 (7,035,147)  (6,377,064)   (26,040,525)     (9,633,432)  (16,492,556) (15,876,078)
    From net realized gain on investments:
       Class A................................     (104,351)     (96,038)        --              --              --     (2,490,495)

                          Total Distributions    (7,139,498)  (6,473,102)   (26,040,525)     (9,633,432)   (16,492,556)(18,366,573)
    Capital Share Transactions (Note 5)
    Shares sold:
       Class A................................   18,360,174   33,612,070  2,636,234,604   1,466,697,888    29,006,758   95,058,851
       Class B................................    2,713,516       --            281,031         --          4,730,337        --
    Shares issued in reinvestment of dividends
       and distributions:
       Class A................................    4,697,390    4,266,227     25,316,128       9,340,862    12,817,448   14,819,070
       Class B................................       46,382       --              2,222         --             78,109        --
    Shares redeemed:
       Class A ...............................  (15,323,500) (22,025,515)(2,370,032,403) (1,428,431,391) (54,093,676)  (62,021,691)
       Class B ...............................     (159,124)      --            (75,516)        --           (246,114)      --

          Net Increase (Decrease) in Net Assets
                from Capital Share Transactions  10,334,838   15,852,782    291,726,066      47,607,359   (7,707,138)   47,856,230

                      Total Increase (Decrease)  20,868,176    3,786,001    291,726,066      47,607,359    16,389,710   12,719,954

    Net Assets
    Beginning of year.........................   88,801,328   85,015,327    332,345,949     284,738,590   249,437,797  236,717,843

    End of year (including undistributed net
       investment income as set forth below).. $109,669,504  $88,801,328   $624,072,015    $332,345,949  $265,827,507 $249,437,797



    Undistributed Net Investment Income....... $    705,347  $   629,761    $     --       $    --        $ 1,548,316  $ 1,379,159






   See accompanying notes.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Years Ended October 31

STATEMENTS OF CHANGES IN NET ASSETS


                                                          Princor                     Princor                Princor Tax-Exempt
                                                        High Yield                Tax-Exempt Bond              Cash Management
INCOME FUNDS                                             Fund, Inc.                  Fund, Inc.                    Fund, Inc.



                                                    1995         1994            1995          1994           1995          1994

    Operations
<S>                                             <C>        <C>           <C>                           <C>            <C>
    Net investment income.....................  $1,881,438 $  1,551,128  $    9,855,608$    9,870,108  $   3,074,990  $ 1,733,433
    Net realized gain (loss) from
       investment transactions................    (105,759)    (323,328)     (1,677,841)     (649,814)         --           --
    Net increase (decrease) in unrealized
       appreciation/depreciation
       on investments.........................     581,993     (954,699)     17,420,735   (23,104,372)         --           --

          Net Increase (Decrease) in Net Assets
                     Resulting from Operations   2,357,672      273,101      25,598,502   (13,884,078)     3,074,990    1,733,433
    Net Equalization Charges .................       --            --             --           --              --           --

    Dividends and Distributions to
    Shareholders
    From net investment income:
       Class A................................  (1,737,075)  (1,576,325)     (9,781,885)   (9,577,733)   ( 3,074,485)  (1,733,433)
       Class B ...............................     (15,260)        --           (67,120)        --              (505)       --

                                                (1,752,335)  (1,576,325)     (9,849,005)   (9,577,733)   ( 3,074,990)  (1,733,433)

    From net realized gain on investments:
       Class A................................       --            --             --       (2,327,570)         --           --

                          Total Distributions   (1,752,335)  (1,576,325)     (9,849,005)  (11,905,303)   ( 3,074,990)  (1,733,433)
    Capital Share Transactions (Note 5)
    Shares sold:
       Class A................................   3,890,858    4,181,418      18,520,960    44,140,938    391,567,743  266,977,052
       Class B................................     625,699         --         3,375,082        --             26,000      --
    Shares issued in reinvestment of dividends
       and distributions:
       Class A................................   1,277,540    1,151,559       6,671,473     8,767,989      2,992,959    1,689,093
       Class B................................       6,460         --            49,501         --               505      --
    Shares redeemed:
       Class A ...............................  (2,175,333)  (3,380,935)    (32,510,884)  (33,174,660)  (374,409,156)(268,153,427)
       Class B ...............................      (4,140)        --           (78,915)        --               --       --

         Net Increase (Decrease) in Net Assets
               from Capital Share Transactions   3,621,084    1,952,042      (3,972,783)   19,734,267     20,178,051      512,718

                     Total Increase (Decrease)   4,226,421      648,818      11,776,714    (6,055,114)    20,178,051      512,718

    Net Assets
    Beginning of year.........................  19,802,392   19,153,574     171,424,709   177,479,823     79,735,633   79,222,915

    End of year (including undistributed net
       investment income as set forth below).. $24,028,813  $19,802,392    $183,201,423  $171,424,709  $  99,913,684  $79,735,633



    Undistributed Net Investment Income....... $ 1,548,316  $ 1,379,159    $    266,395  $    139,643  $    1,048,291 $ 1,041,121











   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Years Ended October 31

STATEMENTS OF CHANGES IN NET ASSETS


                                                             Princor
                                                            Utilities
INCOME FUNDS                                                Fund, Inc.



                                                         1995         1994

  Operations
<S>                                             <C>        <C>           <C>
    Net investment income.....................   $   3,019,757 $  2,771,062
    Net realized gain (loss) from
       investment transactions................        (393,414)  (2,848,439)
    Net increase (decrease) in unrealized
       appreciation/depreciation
       on investments.........................      11,053,532   (8,960,974)

          Net Increase (Decrease) in Net Assets
                     Resulting from Operations      13,679,875   (9,038,351)
    Net Equalization Charges .................           --            --

    Dividends and Distributions to
    Shareholders
    From net investment income:
       Class A................................      (3,003,083)  (2,648,682)
       Class B ...............................         (66,295)       --

                                                    (3,069,378)  (2,648,682)

    From net realized gain on investments:
       Class A................................           --         (96,182)

                          Total Distributions       (3,069,378)  (2,744,864)
    Capital Share Transactions (Note 5)
    Shares sold:
       Class A................................       9,551,504   32,570,988
       Class B................................       3,732,230        --
    Shares issued in reinvestment of dividends
       and distributions:
       Class A................................       2,502,797    2,223,596
       Class B................................          61,981        --
    Shares redeemed:
       Class A ...............................    (13,188,883)  (16,636,425)
       Class B ...............................       (191,972)        --

         Net Increase (Decrease) in Net Assets
               from Capital Share Transactions      2,467,657    18,158,159

                     Total Increase (Decrease)     13,078,154     6,374,944

    Net Assets
    Beginning of year.........................     56,747,216    50,372,272

    End of year (including undistributed net
       investment income as set forth below)..    $69,825,370   $56,747,216



    Undistributed Net Investment Income.......    $   246,709   $   330,235











   See accompanying notes.
</TABLE>

NOTES TO FINANCIAL STATEMENTS

Princor Bond Fund, Inc.
Princor Cash Management Fund, Inc.
Princor Government Securities Income Fund, Inc.
Princor High Yield Fund, Inc.
Princor Tax-Exempt Bond Fund, Inc.
Princor Tax-Exempt Cash Management Fund, Inc.
Princor Utilities Fund, Inc.

Note 1 -- Significant Accounting Policies

Princor Bond Fund, Inc.,  Princor Cash Management Fund, Inc., Princor Government
Securities Income Fund, Inc.,  Princor High Yield Fund, Inc., Princor Tax-Exempt
Bond Fund,  Inc.,  Princor  Tax-Exempt  Cash  Management  Fund, Inc. and Princor
Utilities Fund,  Inc. (the "Income  Funds") are registered  under the Investment
Company Act of 1940, as amended, as open-end diversified  management  investment
companies and operate in the mutual fund industry.

On December  8, 1994,  the  initial  purchase of Class B shares of Princor  Cash
Management Fund, Inc. and Princor Tax-Exempt Cash Management Fund, Inc. was made
by Princor  Management  Corporation;  the initial purchases of Class B shares of
the  other  funds  was  made on  December  5,  1994  (see  Note 3).  All  shares
outstanding prior to the initial Class B share purchases have been classified as
Class A shares. Effective December 9, 1994, the Income Funds also began offering
Class B shares to the public.  Except for Princor Cash Management Fund, Inc. and
Princor Tax-Exempt Cash Management Fund, Inc., Class A shares generally are sold
with an initial  sales charge  based on declining  rates which begin at 4.75% of
the offering price. Class B shares are sold without an initial sales charge, but
bear a higher ongoing distribution fee and are subject to a declining contingent
deferred sales charge  ("CDSC") of up to 4.00% on certain  redemptions  redeemed
within six years of purchase.  Class B shares automatically convert into Class A
shares,  based on relative net asset value  (without a sales charge) after seven
years.  Both  classes of shares for each fund  represent  interests  in the same
portfolio of investments,  and will vote together as a single class except where
otherwise  required by law or as determined by the Funds'  respective  Boards of
Directors.  In addition,  the Board of  Directors of each fund declare  separate
dividends on each class of shares.

With respect to Princor Cash Management  Fund, Inc. and Princor  Tax-Exempt Cash
Management  Fund,  Inc.,  all  income,   expenses  (other  than   class-specific
expenses),  and realized and unrealized  gains or losses are allocated  daily to
each class of shares based upon the relative  proportion of the number of traded
shares  outstanding  of each class.  The other funds allocate such amounts based
upon the relative  proportion of the value of shares  outstanding of each class.
Class-specific  expenses,  which include distribution and shareholder  servicing
fees and any other items  specifically  attributable to a particular  class, are
charged directly to such class.

Princor Cash Management Fund, Inc. and Princor  Tax-Exempt Cash Management Fund,
Inc. value their securities at amortized cost, which approximates  market. Under
the amortized cost method,  a security is valued by applying a constant yield to
maturity of the difference  between the principal amount due at maturity and the
cost of the security to the fund.

The other  funds  value  securities  for which  market  quotations  are  readily
available at market  value,  which is  determined  using the last  reported sale
price or, if no sales are reported, as is regularly the case for some securities
traded  over-the-counter,  the last  reported bid price.  When  reliable  market
quotations  are not considered to be readily  available,  which may be the case,
for example,  with respect to certain debt securities and preferred stocks,  the
investments  are valued by using market  quotations,  prices  provided by market
makers or estimates of market values  obtained from yield data and other factors
relating to instruments or securities with similar characteristics in accordance
with  procedures  established  in good faith by each fund's Board of  Directors.
Securities with remaining  maturities of 60 days or less are valued at amortized
cost, which approximates market.

The Income  Funds record  investment  transactions  generally  one day after the
trade date,  except for short-term  investment  transactions  which are recorded
generally  on the  trade  date.  The  identified  cost  basis  has been  used in
determining  the net  realized  gain or loss from  investment  transactions  and
unrealized appreciation or depreciation on investments. Dividends are taken into
income on an accrual  basis as of the  ex-dividend  date and interest  income is
recognized on an accrual basis.

With respect to Princor Cash Management  Fund, Inc. and Princor  Tax-Exempt Cash
Management  Fund,  Inc.,  all net  investment  income and any realized gains and
losses  from  investment   transactions  are  declared  as  dividends  daily  to
shareholders  of  record  as  of  that  day.   Dividends  and  distributions  to
shareholders of the other funds are recorded on the ex-dividend date.

Dividends and  distributions to shareholders  from net investment income and net
realized gain from  investments is determined in accordance  with federal income
tax regulations, which may differ from generally accepted accounting principles.
To the extent these  "book/tax"  differences  are permanent in nature (i.e. that
they result from other than timing of recognition -  "temporary"),  such amounts
are reclassified  within the capital  accounts based on their federal  tax-basis
treatment;    temporary    differences   do   not   require    reclassification.
Reclassifications  made for the years  ended  October 31, 1995 and 1994 were not
material.

The preparation of financial  statements in conformity  with 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.

On  November  1,  1994,   Princor   Government   Securities  Income  Fund,  Inc.
discontinued the accounting  practice of  equalization,  which it had been using
since  fiscal  year 1986.  Equalization  is a practice  whereby a portion of the
proceeds  from sales and cost of purchases of shares,  equivalent on a per-share
basis to the amount of the  undistributed  net investment  income on the date of
the transaction,  is credited or charged to undistributed net investment income.
The balance of equalization  included in undistributed  net investment income at
the date of the change,  which was  immaterial,  was  transferred  to additional
paid-in capital. Such  reclassification had no effect on net assets,  results of
operations or net asset value per share of the fund.

Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to  distribute  each year  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes is  approximately  the same as that for
financial reporting purposes.

At October 31, 1995, Princor Bond Fund, Inc. had a net capital loss carryforward
of approximately  $385,000 which expires in 2003. Princor Government  Securities
Income  Fund,  Inc.  had  a  net  capital  loss  carryforward  of  approximately
$1,909,000  of which  $1,075,000  expires in 2003 and $834,000  expires in 2002.
Princor  High  Yield  Fund,  Inc.  had  a  net  capital  loss   carryforward  of
approximately  $3,003,000 of which $106,000 expires in 2003, $323,000 expires in
2002,  $409,000 expires in 2001,  $561,000 expires in 2000,  $784,000 expires in
1999 and $820,000 expires in 1998.  Princor Tax-Exempt Bond Fund, Inc. had a net
capital  loss  carryforward  of  approximately  $2,328,000  of which  $1,678,000
expires in 2003 and $650,000 expires in 2002. Princor Utilities Fund, Inc. had a
net capital loss  carryforward  of  approximately  $3,242,000 of which  $394,000
expires in 2003 and $2,848,000  expires in 2002. Note 3 -- Management  Agreement
and Transactions With Affiliates

The Income Funds have agreed to pay investment  advisory and management  fees to
Princor  Management  Corporation  (wholly  owned by Princor  Financial  Services
Corporation,  a subsidiary  of Principal  Mutual Life  Insurance  Company)  (the
"Manager")  computed at an annual  percentage  rate of each fund's average daily
net assets.  With the  exception  of Princor  High Yield Fund,  Inc. and Princor
Utilities  Fund,  Inc., the annual rate used in this  calculation is .50% of the
first $100  million of each fund's  average  daily net assets,  .45% of the next
$100  million of each fund's  average  daily net  assets,  .40% of the next $100
million of each fund's  average daily net assets,  .35% of the next $100 million
of each fund's  average  daily net assets and .30% of each fund's  average daily
net assets over $400 million.  With respect to Princor High Yield Fund, Inc. and
Princor  Utilities Fund, Inc., the annual rate is .60% of the first $100 million
of the fund's  average  daily net assets.  The Income Funds also  reimburse  the
Manager  for  transfer  and  administrative  services,  including  the  cost  of
accounting, data processing, supplies and other services rendered.

The Manager has agreed to reimburse  the Income  Funds  annually for their total
expenses  (excluding  brokerage  commissions,  interest  and taxes) in excess of
limits prescribed by any state in which the Income Funds' shares are offered for
sale  (currently 2 1/2% of the first $30 million of each fund's  average  annual
net assets,  2% of the next $70 million of such assets and 1 1/2% of such assets
in excess thereof).

The Manager  voluntarily waived a portion of its fee for Princor Bond Fund, Inc.
(1995 - $86,318;  1994 - $120,999)  throughout  the years ended October 31, 1995
and 1994. The waiver was in an amount that maintained  total operating  expenses
as a percentage of the fund's average net assets  attributable  to each class on
an annualized basis during such period at or below .95% and 1.70% of Class A and
Class B shares,  respectively.  The Manager  intends to continue such  voluntary
waiver and, if necessary,  reimburse operating expenses otherwise payable by the
fund through February 29, 1996.

The Manager  voluntarily waived a portion of its fee for Princor Cash Management
Fund,  Inc.  (1995 - $296,359;  1994 - $595,343)  and  Princor  Tax-Exempt  Cash
Management  Fund, Inc. (1995 - $138,673;  1994 - $150,515)  throughout the years
ended October 31, 1995 and 1994. The waivers, through February 28, 1995, were in
amounts that maintained  total operating  expenses for each fund as a percentage
of average net assets  attributable to each class on an annualized  basis during
such  period  at or  below  .70%  and  1.70%  of  Class A and  Class  B  shares,
respectively.  During the  remainder of the period ended  October 31, 1995,  the
Manager waived a portion of its fee in an amount that maintained total operating
expenses for each fund as a  percentage  of average net assets  attributable  to
each class on an annualized  basis during such period at or below .75% and 1.75%
of Class A and Class B shares,  respectively.  The  Manager  intends to continue
such voluntary waivers and, if necessary, reimburse operating expenses otherwise
payable by Princor  Cash  Management  Fund,  Inc.  and Princor  Tax-Exempt  Cash
Management Fund, Inc. through February 29, 1996.

The Manager  voluntarily waived a portion of its fee for Princor Utilities Fund,
Inc. (1995 - $152,483;  1994 - $284,836)  throughout the years ended October 31,
1995 and 1994.  The waiver,  through  February 28,  1995,  was in an amount that
maintained total operating  expenses for the fund as a percentage of average net
assets  attributable to each class on an annualized  basis during such period at
or below 1.00% and 1.75% of Class A and Class B shares, respectively. During the
remainder of the year ended  October 31, 1995,  the Manager  waived a portion of
its fee in an amount that  maintained a total level of  operating  expenses as a
percentage  of average net assets  attributable  to each class on an  annualized
basis  during  such  period  at or below  1.10% and 1.85% of Class A and Class B
shares, respectively. The Manager intends to continue such voluntary waiver and,
if necessary, reimburse operating expenses otherwise payable by the fund through
February 29, 1996.

Princor  Financial  Services  Corporation,  as principal  underwriter,  receives
proceeds of any CDSC on certain  Class B share  redemptions  within six years of
purchase.  The charge is based on declining  rates,  which begin at 4.00% of the
lesser of the current market value or the cost of shares being redeemed. Princor
Financial  Services  Corporation  also retains sales charges on sales of Class A
shares of the Income Funds. The aggregate amount of these charges  retained,  by
fund, for the period ended October 31, 1995 were as follows:

                                          Class A      Class B

  Princor Bond Fund, Inc.                 474,797       2,016
  Princor Government Securities
    Income Fund, Inc.                     831,089       4,304
  Princor High Yield Fund, Inc.            93,453         155
  Princor Tax-Exempt Bond Fund, Inc.      584,221         --
  Princor Utilities Fund, Inc.            283,344       5,189

No  brokerage  commissions  were paid by the Income  Funds to Princor  Financial
Services  Corporation  during the periods.  Brokerage  commissions  were paid to
another  affiliate by Princor  Utilities  Fund, Inc. in the amount of $3,446 and
$6,005 for the years ended October 31, 1995 and 1994, respectively.

With the exception of Princor Cash Management Fund, Inc. and Princor  Tax-Exempt
Cash Management Fund,  Inc., the Income Funds bear  distribution and shareholder
servicing  fees with respect to Class A shares  computed at an annual rate of up
to 0.25% of the average daily net assets  attributable to Class A shares of each
fund.  Effective  December 1994, each of the Income Funds adopted a distribution
plan  with  respect  to  Class B  shares  that  provides  for  distribution  and
shareholder  servicing  fees  computed  at an annual  rate of up to 1.00% of the
average  daily  net  assets  attributable  to  Class  B  shares  of  each  fund.
Distribution  and  shareholder  servicing  fees  are paid to  Princor  Financial
Services Corporation;  a portion of the fees are subsequently remitted to retail
dealers.  Pursuant to the distribution agreements,  fees unused by the principal
underwriter at the end of the fiscal year are returned to the Income Funds.

At October 31, 1995,  Principal Mutual Life Insurance  Company,  subsidiaries of
Principal  Mutual Life Insurance  Company,  benefit plans sponsored on behalf of
Principal  Mutual Life Insurance  Company and several joint ventures (in each of
which a subsidiary of Principal Mutual Life Insurance  Company is a participant)
owned shares of the Income Funds as follows:

                                            Class A    Class B

  Princor Bond Fund, Inc.                    178,257     104
  Princor Cash Management Fund, Inc.      11,741,334   26,940
  Princor Government Securities
    Income Fund, Inc.                         94,034     103
  Princor High Yield Fund, Inc.            1,089,954     139
  Princor Tax-Exempt Bond Fund, Inc.          92,516      98
  Princor Tax-Exempt Cash
    Management Fund, Inc.                  1,000,053   26,496
  Princor Utilities Fund, Inc.               285,238     113


 Note 4 -- Investment Transactions

For the year ended October 31, 1995, the cost of investment securities purchased
and  proceeds  from  investment   securities  sold  (not  including   short-term
investments and U.S. government securities) by the Income Funds were as follows:

                                          Purchases                    Sales

  Princor Bond Fund, Inc.               $15,194,745                $ 4,858,780
  Princor High Yield Fund, Inc.          11,256,955                  8,269,362
  Princor Tax-Exempt Bond Fund, Inc.     29,748,742                 35,382,420
  Princor Utilities Fund, Inc.           11,403,387                  7,593,175

At October 31, 1995,  net unrealized  appreciation  of investments by the Income
Funds was composed of the following:

                                                                 Net Unrealized
                                        Gross Unrealized          Appreciation
                                   Appreciation  (Depreciation)  of Investments

  Princor Bond Fund, Inc.           $6,759,913   $ (447,355)        $6,312,558
  Princor Government Securities
    Income Fund, Inc.                3,867,663   (2,938,988)           928,675
  Princor High Yield Fund, Inc.        796,863     (793,402)             3,461
  Princor Tax-Exempt Bond Fund, Inc. 7,213,471   (1,209,826)         6,003,645
  Princor Utilities Fund, Inc.       6,246,267   (2,406,058)         3,840,209

At October 31, 1995,  Princor High Yield Fund, Inc. and Princor  Tax-Exempt Bond
Fund, Inc. held the following  securities which may require  registration  under
the Securities Act of 1933, or an exemption therefrom, in order to effect a sale
in the ordinary course of business.
<TABLE>
<CAPTION>
                                                                                                        Value at      Value as a
                                                                            Date of                    October 31,   Percentage of
                   Fund                        Security Description       Acquisition       Cost          1995        Net Assets


<S>                                      <C>                                 <C>            <C>          <C>             <C>
  Princor High Yield Fund, Inc.          Weirton Steel Corp.                 6/5/95         $394,000     $368,000        1.53%
                                         Senior Notes

  Princor Tax-Exempt Bond Fund, Inc.     Eddyville, Iowa, IDR Ref. Bonds,    1/11/95         859,910      980,000         .53%
                                         Cargill Inc. Project
</TABLE>

The Income Funds'  investments are with various  issuers in various  industries.
The Schedules of Investments contained herein summarize  concentration of credit
risk by issuer and industry.
<TABLE>
<CAPTION>

Note 5 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:


                                                                 Princor             Princor Cash            Princor Government
                                                             Bond Fund, Inc.     Management Fund, Inc.  Securities Income Fund, Inc.

  Year Ended October 31, 1995:
  Shares sold:
<S>                                                             <C>                 <C>                             <C>
    Class A   .........................................         1,706,844           2,636,234,604                   2,679,878
    Class B*   ........................................           247,333                 281,031                     431,102
  Shares issued in reinvestment of dividends and distributions:
    Class A ...........................................           439,527              25,316,128                   1,196,621
    Class B* ..........................................             4,196                   2,222                       7,084
  Shares redeemed:
    Class A   .........................................        (1,429,838)         (2,370,032,403)                 (5,051,162)
    Class B*   ........................................           (14,158)                (75,516)                    (21,972)

                                Net Increase (Decrease)           953,904             291,726,066                    (758,449)



  Year Ended October 31, 1994:
  Shares sold:
    Class A   .........................................         3,039,199           1,466,697,888                   8,550,182
  Shares issued in reinvestment of dividends and
   distributions:
    Class A   .........................................           393,042               9,340,862                   1,351,251
  Shares redeemed:
    Class A   .........................................        (2,021,840)         (1,428,431,391)                 (5,718,185)

                                           Net Increase         1,410,401              47,607,359                   4,183,248
</TABLE>
<TABLE>
<CAPTION>




                                                         Princor             Princor          Princor Tax-Exempt       Princor
                                                        High Yield       Tax-Exempt Bond        Cash Management       Utilities
                                                         Fund, Inc.         Fund, Inc.             Fund, Inc.         Fund, Inc.

  Year Ended October 31, 1995:
  Shares sold:
<S>                                                       <C>              <C>                   <C>                    <C>
    Class A   .........................................   489,469          1,625,100             391,567,743            985,916
    Class B*   ........................................    78,379            293,841                  26,000            374,706
  Shares issued in reinvestment of dividends and distributions:
    Class A ...........................................   162,114            590,347               2,992,959            257,037
    Class B* ..........................................       812              4,276                     505              6,082
  Shares redeemed:
    Class A   .........................................  (275,812)        (2,897,205)           (374,409,156)        (1,355,492)
    Class B*   ........................................      (521)            (6,673)                 --                (19,084)

                                Net Increase (Decrease)   454,441           (390,314)             20,178,051            249,165



  Year Ended October 31, 1994:
  Shares sold:
    Class A   .........................................   514,435          3,702,350             266,977,052          3,178,133
  Shares issued in reinvestment of dividends and
   distributions:
    Class A   .........................................   143,233            739,643               1,689,093            232,342
  Shares redeemed:
    Class A   .........................................  (419,999)        (2,814,941)           (268,153,427)        (1,675,304)

                                           Net Increase   237,669          1,627,052                 512,718          1,735,171
<FN>

   * Period from December 5, 1994  (December 8, 1994 -- Princor Cash  Management
     Fund,  Inc.  and Princor  Tax-Exempt  Cash  Management  Fund,  Inc.),  date
     operations commenced through October 31, 1995.
</FN>
</TABLE>
Note 6 -- Line of Credit

The Income Funds have an unsecured  line of credit with a bank which allows each
fund to borrow up to  $500,000.  Borrowings  are made solely to  facilitate  the
handling of unusual and/or unanticipated short-term cash requirements.  Interest
is charged to each fund, based on its borrowings,  at a rate equal to the bank's
Fed Funds Unsecured Rate plus 100 basis points.  Additionally,  a commitment fee
is  charged  at the  annual  rate of .25% on the  unused  portion of the line of
credit.  At October 31,  1995,  the Income Funds had no  outstanding  borrowings
under the line of credit.
<PAGE>

SCHEDULES OF INVESTMENTS


INCOME FUNDS

PRINCOR BOND FUND, INC.

                                                    Principal
                                                     Amount         Value

Bonds (96.79%)

Air Transportation, Scheduled (1.54%)
   Federal Express Corp. 1994 Pass
     Through Cert., Series A310-A3;
     8.40%; 3/23/10                               $1,500,000   $ 1,685,988

Aircraft & Parts (1.03%)
   Textron, Inc. Medium-Term
     Notes, Series C;
     9.80%; 1/10/00                                  500,000       562,625
     9.55%; 3/19/01                                  500,000       569,730

                                                                 1,132,355
Auto & Home Supply Stores (0.46%)
   Pep Boys-Manny, Moe & Jack Notes;
      7.00%; 6/1/05                                  500,000       502,381

Beverages (1.02%)
   Joseph E. Seagram & Sons
     Guaranteed Debentures;
     8.38%; 2/15/07                                1,000,000     1,113,179

Business Credit Institutions (1.56%)
   Gatx Capital Corp. Medium-Term
     Notes, Series B; 9.50%; 1/10/02               1,500,000     1,716,150

Cable & Other Pay TV Services (2.26%)
   Tele-Communications, Inc. Notes;
     7.25%; 8/1/05                                 2,000,000     1,977,530
   Tele-Communications, Inc. Senior
     Debentures; 7.88%; 8/1/13                       500,000       497,284

                                                                 2,474,814
Cash Grains (2.65%)
   Aktiebolaget SKF Senior Notes;
     7.63%; 7/15/03                                2,500,000     2,601,952
   Dekalb Corp. Notes;
     10.00%; 4/15/98                                 300,000       301,125

                                                                 2,903,077
Combination Utility Services (1.74%)
   Pennsylvania Gas & Water Co.
     First Mortgage Bonds;
     8.38%; 12/1/02                                  500,000       528,126
   Public Service Electric & Gas
     Medium-Term Notes;
     8.16%; 5/26/09                                1,250,000     1,375,300

                                                                 1,903,426
Construction & Related
Machinery (1.12%)
   Caterpillar, Inc. Global Debentures;
     9.38%; 8/15/11                                1,000,000     1,232,089

Consumer Products (0.92%)
   RJR Nabisco Capital Corp. Senior
     Notes; 8.75%; 4/15/04                         1,000,000     1,012,500

Copper Ores (2.55%)
   Asarco, Inc. Debentures;
     7.88%; 4/15/13                               $1,500,000   $ 1,558,527
   Asarco, Inc. Notes; 7.38%; 2/1/03               1,200,000     1,233,161

                                                                 2,791,688
Crude Petroleum & Natural Gas (0.52%)
   Occidental Petroleum Corp.
     Medium-Term Notes;
      9.73%; 6/15/01                                 500,000       572,175

Department Stores (3.13%)
   Dillard Investment Co. Notes;
      9.25%; 5/1/97                                  200,000       209,458
   Harcourt General, Inc. Subordinated
      Notes; 9.50%; 3/15/00                          400,000       445,412
   Sears Roebuck Co.
     Medium-Term  Notes;
     9.05%; 2/6/12                                   500,000       585,540
     9.12%; 2/13/12                                1,000,000     1,177,810
   Sears Roebuck Co. Notes;
     8.55%; 8/1/96                                 1,000,000     1,019,256

                                                                 3,437,476
Drug Stores & Proprietary Stores (1.76%)
   Rite Aid Corp. Senior Debentures;
     6.88%; 8/15/13                                2,000,000     1,931,222

Eating & Drinking Places (1.18%)
   Marriott International Notes;
     6.75%; 12/15/03                               1,300,000     1,293,357

Electric Services (4.09%)
   Cleveland Electric Illuminating Co.
     First Mortgage Medium-Term
     Notes; 7.85%; 7/30/02                         1,500,000     1,458,405
   Ohio Edison Co. First Mortgage
     Bonds; 8.25%; 4/1/02                          2,000,000     2,120,048
   Toledo Edison Co. Debentures;
     8.70%; 9/1/02                                 1,000,000       909,499

                                                                 4,487,952
Fabricated Rubber Products,
NEC (1.59%)
   M. A. Hanna Co. Senior Notes;
     9.38%; 9/15/03                                1,500,000     1,744,348

Farm & Garden Machinery (1.50%)
   Tenneco, Inc. Notes;
     9.88%; 2/1/01                                   500,000       572,994
     7.88%; 10/1/02                                1,000,000     1,067,915

                                                                 1,640,909
Gas Production & Distribution (1.50%)
   Tennessee Gas Pipeline Co. Notes;
     9.25%; 5/15/96                                  400,000       403,750
   Transco Energy Co. Notes;
     9.38%; 8/15/01                                1,100,000     1,246,611

                                                                 1,650,361
General Government, NEC (3.90%)
   Ontario Hydro Debentures;
     7.45%; 3/31/13                                2,000,000     2,097,420
   Province of Saskatchewan, Canada
     Global Notes; 8.00%; 2/1/13                   2,000,000     2,181,240

                                                                 4,278,660
Gold & Silver Ores (1.14%)
   Placer Dome, Inc. Notes;
      7.13%;6/15/07                               $1,250,000   $ 1,250,087

Grain Mill Products (0.94%)
   Ralston Purina Co. Debenture;
      7.75%; 10/1/15                               1,000,000     1,031,920

Grocery Stores (1.04%)
   Food Lion, Inc.
     Medium-Term Notes;
     8.67%; 8/28/06                                1,000,000     1,136,480

Household Furniture (1.80%)
   Masco Corp. Debentures;
     7.13%; 8/15/13                                2,000,000     1,975,728

Industrial Inorganic Chemicals (3.12%)
   FMC Corp. Senior Notes;
     6.38%; 9/1/03                                   750,000       733,297
   Grace, (W.R.) & Co. Guaranteed
      Notes; 8.00%; 8/15/04                        2,500,000     2,693,419

                                                                 3,426,716
Iron Ores (0.69%)
   Cyprus Minerals Co. Notes;
     10.13%; 4/1/02                                  650,000       762,129

Machinery, Equipment,
& Supplies (0.23%)
   AAR Corp. Notes; 7.25%;10/15/03                   250,000       247,151

Metalworking Machinery (1.19%)
   Black & Decker Corp. Notes;
     7.00%; 2/1/06                                 1,300,000     1,300,586

Millwork, Plywood & Structural
Members (0.65%)
   Georgia-Pacific Corp. Debentures;
     9.50%; 12/1/11                                  600,000       716,765

Miscellaneous Chemical
Products (1.41%)
   Cabot Corp. Notes;
     10.25%; 12/15/97                                400,000       431,966
   Ferro Corp. Senior Debentures;
      7.63%; 5/1/13                                1,100,000     1,116,811

                                                                 1,548,777
Miscellaneous Equipment Rental
& Leasing (0.99%)
   McDonnell Douglas Finance Corp.
     Medium-Term Notes, Series 9;
     9.94%; 6/11/98                                1,000,000     1,088,980

Miscellaneous Investing (1.18%)
   Weingarten Realty Investors
     Medium-Term Notes;
     7.29%;5/23/05                                 1,250,000     1,290,487

Miscellaneous Metal Ores (1.04%)
   Cyprus Amax Minerals Notes;
     7.38%;5/15/07                                 1,100,000     1,136,004

Motion Picture Production
& Services (0.39%)
   Columbia Pictures Entertainment, Inc.
     Senior Subordinated Notes;
      9.88%; 2/1/98                                $ 400,000   $   431,242

Motor Vehicles & Equipment (2.11%)
   Ford Motor Co. Debentures;
     8.88%; 1/15/22                                1,000,000     1,186,439
   General Motors Corp. Global
     Medium-Term Notes;
     8.88%; 5/15/03                                1,000,000     1,126,840

                                                                 2,313,279
Newspapers (0.75%)
   News America Holdings, Inc.
     Guaranteed Senior Notes;
     8.50%;2/15/05                                   750,000       822,565

Paper Mills (8.55%)
   Boise Cascade Corp. Notes;
     9.90%; 3/15/00                                  500,000       560,506
     9.85%; 6/15/02                                1,000,000     1,146,330
   Bowater, Inc. Debentures;
     9.50%; 10/15/12                               1,000,000     1,210,729
     9.38%; 12/15/21                               1,500,000     1,834,570
   Champion International Corp. Notes;
     9.88%; 6/1/00                                   750,000       850,928
   Chesapeake Corp. Notes;
     9.88%; 5/1/03                                 1,000,000     1,182,301
     7.20%; 3/15/05                                  600,000       613,880
   James River Corp. Notes;
     6.70%; 11/15/03                               2,000,000     1,975,758

                                                                 9,375,002
Paperboard Mills (1.52%)
   Federal Paper Board Co., Inc.
     Debentures; 8.88%; 7/1/12                     1,500,000     1,664,116

Personal Credit Institutions (4.12%)
   Coastal Corp. Senior Notes;
     9.75%; 8/1/03                                 1,500,000     1,739,539
   General Motors Acceptance Corp.
     Global Notes; 8.50%; 1/1/03                   2,000,000     2,210,606
   Household Finance Corp. Senior
     Subordinated Notes;
      9.63%; 7/15/00                                 500,000       564,037

                                                                 4,514,182
Petroleum Refining (8.46%)
   Ashland Oil, Inc.
     Medium-Term Notes;
     7.71%; 5/11/07                                  500,000       531,705
     7.72%; 7/15/13                                1,000,000     1,039,030
     7.73%; 7/15/13                                  750,000       780,007
   Mapco, Inc. Medium-Term Notes;
     8.48%; 8/5/13                                 1,000,000     1,071,500
   Pennzoil Co. Debentures;
     10.13%; 11/15/09                              1,675,000     2,084,032
   Sun Co., Inc. Debentures;
     9.00%;11/1/24                                 2,000,000     2,362,376
   Sun Co., Inc. Notes; 7.13%; 3/15/04               300,000       306,601
   Ultramar Credit Corp. Guaranteed
     Notes  8.63%; 7/1/02                          1,000,000     1,103,583

                                                                 9,278,834
Photographic Equipment
& Supplies (0.97%)
   Xerox Corp. Notes; 9.63%; 9/1/97               $1,000,000   $ 1,063,109

Primary Nonferrous Metals (3.79%)
   Amax, Inc. Notes; 9.88%; 6/13/01                  900,000     1,007,909
   Reynolds Metals Co.
     Medium-Term Notes;
     8.22%; 5/30/07                                2,000,000     2,214,460
     7.65%; 2/4/08                                   875,000       930,781

                                                                 4,153,150
Pulp Mills (2.60%)
   ITT Rayonier, Inc. Notes;
     7.50%; 10/15/02                               1,875,000     1,941,508
   International Paper Co.
     Medium-Term  Notes;
     9.70%; 8/15/00                                  800,000       905,712

                                                                 2,847,220
Refrigeration & Service
Machinery (2.32%)
   Westinghouse Electric Corp.
     Debentures; 8.63%; 8/1/12                     1,000,000       993,783
   Westinghouse Electric Corp.
     Global Notes; 8.88%; 6/1/01                   1,500,000     1,548,652

                                                                 2,542,435
Rental of Railroad Cars (0.39%)
   General American Transportation
     Corp. Medium-Term Notes;
     10.65%; 11/14/97                                400,000       432,271

Sanitary Services (1.69%)
   Laidlaw, Inc. Notes;
     7.70%; 8/15/02                                1,000,000     1,052,908
   Laidlaw, Inc. Senior Notes;
     7.88%; 4/15/05                                  750,000       801,284

                                                                 1,854,192
Telephone Communication (1.48%)
   Sprint Corp. Notes; 8.13%; 7/15/02              1,500,000     1,626,639

Variety Stores (6.21%)
   Dayton-Hudson Corp. Debentures;
     9.25%; 8/15/11                                1,000,000     1,198,944
   Dayton-Hudson Corp.
     Sinking Fund Debentures;
     9.50%; 10/15/16                                 900,000       943,890
   K Mart Corp. Global Notes;
     8.13%; 12/1/06                                1,000,000       951,944
   K Mart Corp.
     Medium-Term Notes;
     7.55%; 7/27/04                                1,000,000       947,220
   Shopko Stores, Inc.
     Senior Notes;
     9.00%; 11/15/04                               2,500,000     2,770,027

                                                                 6,812,025


                                                 Total Bonds   106,146,178

Commercial Paper (1.74%)

Business Credit Institutions (1.00%)
   General Electric Capital Corp.;
     5.88%; 11/1/95                                $ 595,000   $   595,000
   John Deere Capital Corp.;
     5.75%; 11/7/95                                  500,000       499,521

                                                                 1,094,521
Crude Petroleum & Natural Gas (0.38%)
   Chevron Oil Finance Co.;
     5.71%; 11/3/95                                  415,000       414,868

Personal Credit Institutions (0.36%)
   Ford Motor Credit Co.;
     5.76%; 11/1/95                                  400,000       400,000


                                      Total Commercial Paper     1,909,389


                        Total Portfolio Investments (98.53%)   108,055,567

Cash, receivables and other assets, net of
   liabilities (1.47%)                                           1,613,937


                                  Total Net Assets (100.00%)  $109,669,504

PRINCOR CASH MANAGEMENT FUND, INC.

                                                    Principal
                                                      Amount         Value

Commercial Paper (95.10%)

Advertising (0.53%)
   Omnicom Finance, Inc.;
     LOC Swiss Bank Corp.;
     5.75%; 11/27/95                              $3,350,000   $ 3,336,088

Asset-Backed Securities (3.52%)
   Retailer Funding Corp.;
     5.75%; 11/14/95                               2,800,000     2,794,186
     5.75%; 11/17/95                               3,000,000     2,992,333
     5.75%; 11/21/95                               2,350,000     2,342,493
     5.75%; 11/27/95                               1,000,000       995,847
     5.75%; 12/1/95                                4,475,000     4,453,557
     5.73%; 12/5/95                                5,000,000     4,972,942
     5.73%; 12/8/95                                3,450,000     3,429,683

                                                                21,981,041
Business Credit Institutions (17.61%)
   American Express Credit Corp.;
     5.75%; 11/2/95                                2,500,000     2,499,601
     5.55%; 11/6/95                                3,900,000     3,896,994
     5.64%; 11/17/95                               3,660,000     3,650,826
     5.64%; 12/19/95                               2,300,000     2,282,704
     5.63%; 12/28/95                               2,350,000     2,329,052
     5.63%; 12/29/95                               2,500,000     2,477,324
     5.68%; 2/6/96                                 4,300,000     4,234,191
     5.65%; 3/7/96                                 2,800,000     2,744,191
     5.50%; 4/1/96                                 5,000,000     4,883,889
     5.58%; 5/28/96                                1,725,000     1,669,119
   CIT Group Holdings, Inc.;
     5.72%; 12/6/95                               $3,675,000   $ 3,654,563
     5.73%; 12/12/95                               3,475,000     3,452,323
     5.65%; 2/8/96                                 2,500,000     2,461,156
     5.65%; 2/13/96                                5,825,000     5,729,923
     5.65%; 2/14/96                                4,000,000     3,934,083
     5.56%; 2/16/96                                4,000,000     3,933,898
     5.65%; 2/29/96                                3,850,000     3,777,492
   General Electric Capital Corp.;
     5.75%; 11/10/95                               3,250,000     3,245,328
     5.70%; 11/13/95                               3,550,000     3,543,255
     5.64%; 12/27/95                               2,375,000     2,354,163
     5.58%; 1/29/96                                3,000,000     2,958,615
     5.59%; 3/1/96                                 3,000,000     2,943,634
     5.62%; 3/25/96                                2,750,000     2,687,751
     5.60%; 3/26/96                                1,500,000     1,465,933
   International Lease Finance Corp.;
     5.65%; 11/9/95                                4,000,000     3,994,978
     5.68%; 11/14/95                               3,850,000     3,842,103
     5.48%; 1/26/96                                  700,000       690,836
     5.66%; 2/7/96                                 3,900,000     3,839,909
   John Deere Capital Corp.;
     5.74%; 11/13/95                               2,750,000     2,744,738
     5.66%; 12/14/95                               5,250,000     5,214,507
     5.69%; 1/30/96                                4,000,000     3,943,100
     5.59%; 2/22/96                                4,000,000     3,929,814
     5.64%; 3/29/96                                5,000,000     4,883,283

                                                               109,893,276
Computer & Office
Equipment (0.88%)
   Pitney Bowes Credit Corp.;
     5.66%; 11/28/95                               4,000,000     3,983,020
     5.62%; 12/12/95                               1,500,000     1,490,399

                                                                 5,473,419
Drug Stores & Proprietary
Stores (0.20%)
   Melville Corp.; 5.73%; 11/27/95                 1,225,000     1,219,931

Electric Services (4.74%)
   AES Shady Point, Inc.; LOC
     Bank of Tokyo Ltd.;
     5.90%; 11/9/95                                5,000,000     4,993,445
     5.92%; 11/28/95                                 750,000       740,380
     5.84%; 12/1/95                                2,500,000     2,487,833
     5.90%; 1/18/96                                5,000,000     4,936,083
     5.90%; 1/19/96                                5,000,000     4,935,264
   CommEd Fuel Co., Inc.;
     LOC Credit Suisse;
     5.74%; 11/17/95                               1,775,000     1,770,472
     5.65%; 12/7/95                                3,275,000     3,256,496
   Transmission Agency-Northern
     California; LOC Industrial
     Bank of Japan Ltd.;
     5.80%; 11/17/95                               5,000,000     4,987,111
   Wisconsin Power & Light Co.;
     5.72%; 12/13/95                               1,500,000     1,489,990

                                                                29,597,074
Electronic Components &
Accessories (0.58%)
   SCI Systems, Inc.;
     LOC ABN-AMRO Bank NV;
     5.80%; 11/10/95                               3,600,000     3,594,780

Federal & Federally Sponsored
Credit (1.78%)
   Federal National Mortgage
     Association;
     5.50%; 4/29/96                               $5,550,000  $ 5,397,375
     5.58%; 8/9/96                                 4,000,000    3,825,160
   U.S. Government Treasury Bills;
     5.35%; 8/22/96                                2,000,000    1,912,319

                                                               11,134,854
Finance Services (4.87%)
   Mitsubishi International Corp.;
     5.68%; 11/6/95                                1,400,000    1,398,896
     5.70%; 11/7/95                                1,200,000    1,198,860
     5.59%; 11/10/95                               2,550,000    2,546,436
     5.75%; 11/14/95                               2,000,000    1,995,847
     5.74%; 11/15/95                               3,000,000    2,993,303
     5.70%; 1/10/96                                4,000,000    3,955,667
     5.77%; 1/24/96                                1,900,000    1,874,420
     5.63%; 1/31/96                                1,700,000    1,675,807
     5.76%; 1/31/96                                3,325,000    3,276,588
     5.70%; 2/9/96                                 6,000,000    5,905,000
     5.68%; 2/23/96                                2,000,000    1,964,027
     5.55%; 3/15/96                                1,650,000    1,615,659

                                                               30,400,510
Investment Offices (0.80%)
   Morgan Stanley Group Inc.;
     5.75%; 11/13/95                               5,000,000    4,990,417

Jewelry, Silverware, &
Plated Ware (1.44%)
   Jostens, Inc.
     5.70%; 11/15/95                               5,000,000    4,988,917
     5.75%; 11/15/95                               4,000,000    3,991,055

                                                                8,979,972
Life Insurance (4.71%)
   American General Corp.;
     5.65%; 12/7/95                                4,275,000    4,250,846
     5.72%; 12/12/95                               2,025,000    2,011,808
     5.68%; 12/13/95                               4,000,000    3,973,493
   Prudential Funding Corp.;
     Prudential Insurance Co.
     of America;
     5.47%; 11/22/95                               2,500,000    2,492,023
     5.54%; 11/29/95                               4,000,000    3,982,765
     5.45%; 12/18/95                               3,500,000    3,475,097
     5.45%; 12/21/95                               3,000,000    2,977,292
     5.45%; 12/22/95                               3,000,000    2,976,837
     5.65%; 12/28/95                               3,275,000    3,245,702

                                                               29,385,863
Miscellaneous Electrical Equipment
& Supplies (2.95%)
   General Electric Co.
     5.70%; 11/20/95                              2,450,000     2,442,630
     5.73%; 11/20/95                              4,825,000     4,810,408
     5.66%; 12/6/95                               4,000,000     3,977,989
     5.72%; 12/7/95                               4,175,000     4,151,119
     5.57%; 12/29/95                              3,050,000     3,022,630

                                                               18,404,776
Miscellaneous  Food & Kindred
Products (0.55%)
   Cargill, Inc.; 5.57%; 1/26/96                  3,500,000     3,453,429

Miscellaneous Investing (0.83%)
   MLTC Funding, Inc.; LOC
      Union Bank of Switzerland;
      5.75%; 11/30/95                            $5,200,000   $ 5,175,914

Motor Vehicles & Equipment (0.72%)
   Paccar Financial Corp.;
      5.68%; 11/2/95                              4,500,000     4,499,290

Personal Credit Institutions (21.12%)
   American General Finance Corp.;
     5.70%; 11/9/95                               4,600,000     4,594,173
     5.65%; 12/4/95                               4,250,000     4,227,989
     5.68%; 12/11/95                              5,000,000     4,968,444
   Associates Corp. of
     North America;
     5.72%; 11/6/95                               5,250,000     5,245,829
     5.68%; 11/7/95                               4,500,000     4,495,740
     5.65%; 12/6/95                               3,100,000     3,082,971
     5.67%; 12/8/95                               5,500,000     5,467,949
     5.69%; 12/27/95                              4,400,000     4,361,055
     5.66%; 2/26/96                               2,000,000     1,963,210
     5.69%; 2/27/96                               4,000,000     3,925,398
   Beneficial Corp.;
     5.65%; 11/20/95                              5,000,000     4,985,090
     5.63%; 11/27/95                              4,175,000     4,158,024
     5.65%; 12/15/95                              3,850,000     3,823,414
     5.70%; 1/29/96                               1,800,000     1,774,635
   Ford Motor Credit Co.;
     5.60%; 11/13/95                              2,800,000     2,794,773
     5.60%; 11/15/95                              4,000,000     3,991,289
     5.70%; 12/15/95                              2,950,000     2,929,448
     5.69%; 1/12/96                               2,300,000     2,273,826
     5.67%;  2/1/96                               3,675,000     3,621,749
     5.66%;  2/12/96                              2,250,000     2,213,564
     5.67%;  2/20/96                              5,000,000     4,912,588
   General Motors
     Acceptance Corp.;
     5.59%; 11/3/95                               3,500,000     3,498,913
     5.70%; 11/3/95                               2,300,000     2,299,272
     5.59%; 11/7/95                               2,950,000     2,947,252
     5.59%; 11/8/95                               2,000,000     1,997,826
     5.57%; 11/10/95                              3,000,000     2,995,823
     5.47%; 12/6/95                               3,225,000     3,207,849
     5.54%; 12/14/95                              3,575,000     3,551,343
     5.64%; 12/20/95                              5,000,000     4,961,617
     5.71%;  2/12/96                              3,400,000     3,344,454
     5.69%;  2/13/96                              1,800,000     1,770,412
   Household Finance Corp.;
     5.65%; 11/16/95                              3,460,000     3,451,855
     5.65%; 11/21/95                              4,500,000     4,485,875
     5.73%; 12/1/95                               3,900,000     3,881,377
   Norwest Financial, Inc.;
     5.68%; 11/1/95                               4,000,000     4,000,000
     5.68%; 11/21/95                              3,600,000     3,588,640
     5.67%; 12/8/95                               2,000,000     1,988,345

                                                              131,782,011
Real Estate Operators & Lessors (7.12%)
   Maguire/Thomas Partners
     Westlake/Southlake Partnership;
     LOC Sumitomo Bank Ltd.
     5.85%; 11/1/95                              $5,000,000   $ 5,000,000
     5.88%; 11/1/95                               2,000,000     2,000,000
     5.92%; 11/3/95                               7,000,000     6,997,698
     5.85%; 12/4/95                               5,500,000     5,470,506
     5.85%; 12/5/95                               5,000,000     4,972,375
     5.88%; 12/5/95                               1,175,000     1,168,480
     5.75%; 12/19/95                              5,000,000     4,961,667
   Towson Town Center, Inc.;
    LOC Mitsubishi Bank Ltd.
     5.77%; 11/17/95                              4,000,000     3,989,742
     5.82%; 11/20/95                              1,000,000       996,928
     5.85%; 11/22/95                              1,175,000     1,170,990
     5.85%; 12/5/95                               7,725,000     7,682,320

                                                               44,410,706
Security Brokers & Dealers (14.58%)
   Bear Stearns Cos., Inc.;
     5.71%; 11/15/95                              4,000,000     3,991,118
     5.72%; 11/16/95                              4,050,000     4,040,348
     5.71%; 12/1/95                               3,875,000     3,856,561
     5.71%; 12/13/95                              4,400,000     4,370,689
     5.63%; 12/15/95                              4,675,000     4,642,831
     5.72%; 1/11/96                               5,000,000     4,943,595
     5.70%; 1/12/96                               5,000,000     4,943,000
Goldman Sachs Group L.P.;
     5.68%; 11/16/95                              5,000,000     4,988,167
     5.73%; 11/21/95                              5,000,000     4,984,083
     5.60%; 2/14/96                               2,925,000     2,877,225
     5.64%; 2/23/96                               1,950,000     1,915,173
     5.52%; 3/14/96                               4,000,000     3,917,813
     5.63%; 4/9/96                                5,000,000     4,874,889
     5.63%; 4/11/96                               5,000,000     4,873,325
     5.60%; 4/19/96                               2,675,000     2,604,261
   Merrill Lynch & Co., Inc.;
     5.60%; 11/8/95                               3,500,000     3,496,189
     5.62%; 11/14/95                              4,000,000     3,991,882
     5.72%; 11/22/95                              1,325,000     1,320,579
     5.73%; 11/29/95                              3,000,000     2,986,630
     5.67%; 12/5/95                               4,000,000     3,978,580
     5.70%; 12/7/95                               4,800,000     4,772,640
     5.70%; 12/8/95                               3,250,000     3,230,960
     5.67%; 2/28/96                               3,100,000     3,041,898
     5.67%; 2/29/96                               2,400,000     2,354,640

                                                               90,997,076
Subdividers & Developers (0.98%)
   Hartz 667 Commercial Paper Corp.;
     LOC Mitsubishi Bank Ltd.;
     5.85%; 11/6/95                               2,150,000     2,148,253
     5.85%; 11/9/95                               4,000,000     3,994,800

                                                                6,143,053
Telephone Communication (0.44%)
   Ameritech Corp.;
     5.60%; 11/9/95                               1,500,000     1,498,133
     5.75%; 11/9/95                               1,250,000     1,248,403

                                                                2,746,536
Tires & Inner Tubes  (4.15%)
   Bridgestone/Firestone, Inc.;
     LOC Sumitomo Bank Ltd.;
     5.92%; 11/3/95                               2,525,000     2,524,169
     5.82%; 11/22/95                              2,775,000     2,765,579
     5.77%; 11/29/95                             $2,650,000   $ 2,638,107
     5.77%; 12/1/95                               3,000,000     2,985,575
     5.82%; 12/27/95                              3,000,000     2,972,840
     6.07%; 1/18/96                               2,000,000     1,973,697
   Bridgestone/Firestone, Inc.;
     LOC DAI-ICHI
     Kangyo Bank Ltd.;
     5.85%; 11/13/95                              1,300,000     1,297,465
     5.85%; 11/28/95                              2,800,000     2,787,715
     5.81%; 12/4/95                               4,000,000     3,978,697
     5.82%; 12/18/95                              2,000,000     1,984,803

                                                               25,908,647
Bank Notes (3.77%)

Commercial Banks (3.77%)
   Lasalle National Bank;
     5.60%; 11/8/95                               3,000,000     3,000,000
     5.71%; 11/28/95                              3,000,000     3,000,000
     5.75%; 11/30/95                              4,000,000     4,000,000
     7.59%; 12/28/95                              1,000,000     1,000,000
     5.81%; 6/25/96                               3,000,000     3,000,000
     5.75%; 7/8/96                                3,000,000     3,000,000
     5.77%; 7/25/96                               3,000,000     3,000,000
     5.75%; 8/26/96                               1,500,000     1,500,000
     5.72%; 8/30/96                               2,000,000     2,000,000

                                                               23,500,000


                        Total Portfolio Investments (98.87%)  617,008,663

Cash, receivables and other assets, net of
    liabilities (1.13%)                                         7,063,352


                                  Total Net Assets (100.00%) $624,072,015


PRINCOR GOVERNMENT SECURITIES INCOME
FUND, INC.


      Description of Issue                   Principal
  Type        Rate       Maturity             Amount          Value

Government National Mortgage Association (GNMA)
Certificates (99.17%)

GNMA I       6.00%   10/15/23-3/15/24      $20,503,962    $ 19,463,797
GNMA I       6.50    9/15/23-10/15/25       46,444,296      45,191,229
GNMA I       7.00    10/15/22-12/15/23      66,797,021      66,384,215
GNMA I       7.25    9/15/25                 3,605,707       3,610,467
GNMA I       7.50    4/15/17-8/15/24        61,430,532      62,331,042
GNMA I       8.00    8/15/16-8/15/25        39,817,432      41,155,361
GNMA I       8.50    1/15/17-1/15/25        16,686,482      17,435,236
GNMA I       9.00    11/15/22                1,765,170       1,857,735
GNMA II M    6.00    1/20/24-9/20/25         3,053,674       2,868,224
GNMA II M    6.50    9/20/25                   999,132         964,682
GNMA GPM     9.00    3/15/09-10/15/09        2,239,566       2,354,344

                                  Total GNMA Certificates  263,616,332

Federal Agency Short-Term Obligations (0.33%)

   Federal Home Loan Mortgage Corporation;
     5.82%; 11/1/95                       $    885,000    $    885,000

                     Total Portfolio Investments (99.50%)  264,501,332

Cash, receivables and other assets, net of
   liabilities (0.50%)                                       1,326,175


                               Total Net Assets (100.00%) $265,827,507

PRINCOR HIGH YIELD FUND, INC.

Bonds (92.79%)


                                                  Principal
                                                    Amount         Value


Agricultural Chemicals (3.02%)
   IMC Fertilizer Group, Inc. Senior
     Debentures; 9.45%; 12/15/11                   $700,000    $  726,250

Aircraft & Parts (2.55%)
   Rohr Industries, Inc. Subordinated
     Debentures; 9.25%; 3/1/17                      700,000       612,500
Blast Furnace & Basic Steel
Products (2.98%)
   Ivaco Senior Notes;
     11.50%; 9/15/05                                350,000       346,938
   Weirton Steel Corp. Senior Notes;
     10.75%; 6/1/05                                 400,000(a)    368,000

                                                                  714,938
Broadwoven Fabric Mills, Cotton (2.87%)
   J.P. Stevens & Co., Inc. Sinking
     Fund Debentures; 9.00%; 3/1/17                 700,000       689,500

Cable & Other Pay TV Services (3.06%)
   Jones Intercable, Inc. Senior Notes;
     9.63%; 3/15/02                                 700,000       735,875

Cogeneration - Small Power
Producer (1.50%)
   California Energy Co., Inc. Limited
     Resource Senior Secured Notes;
     9.88%; 6/30/03                                 350,000       360,937

Communications Equipment (2.61%)
   Rogers Cantel Mobile, Inc. Senior
     Secured Guaranteed Notes;
     10.75%; 11/1/01                                600,000       627,000

Computer & Data Processing
Services (3.14%)
   Tenet Heathcare Corp. Senior
     Subordinated Notes;
     10.13%; 3/1/05                                 700,000       754,250

Computer & Office Equipment (3.22%)
   Dell Computer Corp. Senior Notes;
     11.00%; 8/15/00                               $700,000    $  773,500

Consumer Products (2.50%)
   RJR Nabisco, Inc. Senior Notes;
     8.75%; 8/15/05                                 600,000       600,000

Electric Services (2.53%)
   Tucson Electric Power Co. First
     Mortgage Bonds;
     8.50%; 11/1/99                                 600,000       607,844

Engines & Turbines (2.77%)
   Outboard Marine Debentures;
     9.13%; 4/15/17                                 700,000       665,000

Ferroalloy Ores, Except
Vanadium (2.10%)
   Geneva Steel Co. Senior Notes;
     9.50%; 1/15/04                                 700,000       505,750

Forest Products (2.91%)
   Doman Industries Ltd.
     Senior Notes; 8.75%; 3/15/04                   700,000       697,508

Fuel Dealers (2.67%)
   Petroleum Heat & Power Co., Inc.
     Subordinated Notes;
     10.13%; 4/1/03                                 700,000       642,250

General Government, NEC (2.12%)
   Republic of Argentina
     Global Bonds; 8.38%; 12/20/03                  700,000       509,250

Groceries & Related Products (5.95%)
   Fleming Cos., Inc. Senior Notes;
     10.63%; 12/15/01                               700,000       736,750
   Rykoff-Sexton, Inc. Senior
     Subordinated  Notes;
     8.88%; 11/1/03                                 700,000       693,000

                                                                1,429,750
Grocery Stores (7.99%)
   Dominick's Finer Foods, Inc.
     Senior Subordinated Notes;
     10.88%; 5/1/05                                 700,000       736,750
   Ralph's Grocery Co. Senior
     Subordinated Notes;
     11.00%; 6/15/05                                700,000       679,000
   Stater Brothers Holdings,  Inc.
     Senior  Notes; 11.00%; 3/01/01                 500,000       502,500

                                                                1,918,250
Hotels & Motels (5.72%)
   Bally's Grand, Inc. First Mortgage
     Notes; 10.38%; 12/15/03                       $700,000    $  700,000
   John Q. Hammons Hotels, L.P. &
     Finance Corp. First Mortgage
     Notes; 8.88%; 2/15/04                          700,000       675,500

                                                                1,375,500
Knitting Mills (3.00%)
   Tultex Corp. Senior Notes;
     10.63%; 3/15/05                                700,000       721,000

Miscellaneous Amusement, Recreation
Service (1.42%)
   Rio Hotel & Casino, Inc. Senior
     Subordinated Notes;
     10.63%; 7/15/05                                350,000       341,250

Miscellaneous Converted Paper
Products (1.22%)
   Drypers Corp. Senior Notes;
     12.50%; 11/1/02                                700,000       294,000

Miscellaneous Plastics Products,
NEC (4.13%)
   Congoleum Corp. Senior Notes;
     9.00%; 2/1/01                                  700,000       686,000
   Plastic Containers, Inc.
     Senior Secured Notes;
     10.75%; 4/1/01                                 300,000       307,500

                                                                  993,500
Motor Vehicles & Equipment (2.86%)
   Lear Seating Corp. Subordinated
     Notes; 8.25%; 2/1/02                           700,000       687,750

Petroleum Refining (3.04%)
   Crown Central Petroleum Corp.
     Senior  Notes; 10.88%; 2/1/05                  700,000       729,750

Pulp Mills (2.84%)
   Magnetek, Inc. Senior Subordinated
     Debentures; 10.75%; 11/15/98                   650,000       682,500

Radio, Television, & Computer
Stores (2.89%)
   CompUSA, Inc. Senior Subordinated
     Notes; 9.50%; 6/15/00                          700,000       695,625

Soap, Cleaners, & Toilet Goods (3.09%)
   Coty, Inc. Senior Subordinated
     Notes; 10.25%; 5/1/05                          700,000       742,000

Telephone Communication (6.09%)
   Paging Network, Inc.
     Senior Debentures;
     8.88%; 2/1/06                                  700,000       700,000
   Rogers Cablesystems Ltd. Senior
     Secured Second Priority Notes;
     9.63%; 8/1/02                                  750,000       763,125

                                                                1,463,125


                                                Total Bonds    22,296,352

Commercial Paper (4.39%)

Business Credit Institutions (2.48%)
   General Electric Capital Corp.;
     5.88%; 11/1/95                                $595,000    $  595,000

Crude Petroleum & Natural Gas (1.91%)
   Chevron Oil Finance Corp.;
     5.71%; 11/2/95                                 460,000       459,927

                                     Total Commercial Paper     1,054,927

                       Total Portfolio Investments (97.18%)    23,351,279

Cash, receivables and other assets, net of
   liabilities (2.82%)                                            677,534

                                 Total Net Assets (100.00%)   $24,028,813


(a)  Restricted security - See Note 4 to the financial statements.

PRINCOR TAX-EXEMPT BOND FUND, INC.

                                                  Principal
                                                    Amount         Value


Long-Term Tax-Exempt Bonds (96.95%)

Alabama (2.73%)
   Courtland, Alabama IDB IDR Series A
     Bonds for Champion International;
     7.20%; 12/1/13                              $3,815,000   $ 4,153,581
   Courtland, Alabama IDB Solid Waste
     Disposal Rev. Bonds for Champion
     International Corp. Project;
     7.00%; 6/1/22                                  800,000       841,000
                                                                4,994,581
Alaska (1.61%)
   Valdez, Alaska Terminal Rev. Ref. Bonds,
     BP Pipelines, Inc. Project, Series C;
     5.65%; 12/1/28                               3,100,000     2,945,000

Arizona (2.67%)
   Navajo County Arizona Pollution Control
     Corp. Rev. Ref. Bonds, Arizona Public
     Service Co., Series 1993A;
     5.88%; 8/15/28                               5,100,000     4,896,000

Arkansas (2.67%)
   City of Blytheville, Arkansas Solid Waste
     Recycling & Sewer Treatment Rev.
     Bonds, Series 1992, Nucor Corp.
     Project; 6.90%; 12/1/21                      4,610,000     4,892,363

California (1.91%)
   ABAG Finance Authority for Nonprofit
     Corp., Cert.of Participation,
     Stanford University Hospital;
     5.00%; 11/1/04                                 750,000       728,438
     5.50%; 11/1/13                               1,250,000     1,198,437
     5.25%; 11/1/20                               1,750,000     1,570,625

                                                                3,497,500
Colorado (2.83%)
   City & County of Denver, Colorado, Airport
     System Rev. Bonds, Series 1991D;
     7.75%; 11/15/13                             $3,185,000   $ 3,754,319
   Colorado Health Fac. Authority Rev. Bonds
     for Sisters of Charity Healthcare
     Systems, Series 1994; 5.25%; 5/15/14         1,500,000     1,428,750

                                                                5,183,069
Georgia (3.27%)
   Coweta County, Georgia Dev. Authority
     Pollution Control Rev. Bonds,
     Georgia Power Co., Yates Project;
     6.00%; 3/1/18                                2,500,000     2,509,375
   Fulco, Georgia, Hospital Authority Rev.
     Anticipation Cert. for St. Joseph's
     Hospital of Atlanta, Inc.; 5.50%; 10/1/14    2,000,000     1,857,500
   Municipal Electric Authority of Georgia
     Power Rev. Bonds, Series R;
     7.30%; 1/1/09                                1,505,000     1,623,519

                                                                5,990,394
Illinois (16.77%)
   Chicago, Illinois O'Hare International
     Airport Special Fac. Rev. Bonds for
     American Airlines, Inc. Project-A;
     7.88%; 11/1/25                               6,010,000     6,453,238
   City of Chicago, Illinois Adj. Rate Gas
     Supply Rev. Bonds, Series 1985A,
     Peoples Gas Light & Coke Project;
     6.88%; 3/1/15                                3,800,000     4,123,000
   Illinois Dev. Financial Authority Pollution
     Control Rev. Bonds for Illinois
     Power Co.; 7.63%; 12/1/16                    2,050,000     2,178,125
   Illinois Health Fac. Authority for Sarah Bush
     Lincoln Health Center Area E-7 Hospital
     Association Bonds, Series 1987;
     7.20%; 4/1/01                                  150,000       157,312
     7.38%; 4/1/17                                  850,000       881,875
   Illinois Health Fac. Authority Ref. Rev.
     Bonds for OSF Healthcare System;
     6.00%; 11/15/10                                500,000       500,625
     6.00%; 11/15/13                                500,000       492,500
     6.00%; 11/15/23                                735,000       712,950
   Illinois Health Fac. Authority Ref. Rev.
     Bonds for OSF Healthcare System,
     Series 1993; 5.75%; 11/15/07                 1,600,000     1,608,000
   Illinois Health Fac. Authority Rev. Bonds
     for Sarah Bush Lincoln Health
     Center, Series 1992;
     7.25%; 5/15/12                               2,950,000     3,079,062
     7.25%; 5/15/22                               1,515,000     1,569,919
   Illinois Health Fac. Authority Rev. Bonds
     for South Suburban Hospital,
     Series 1992;
     7.00%; 2/15/09                                 500,000       525,625
     7.00%; 2/15/18                               1,250,000     1,312,500
   Illinois Health Fac. Authority Rev. Bonds,
     Northwestern Memorial Hospital,
     Series 1994A;
     5.60%; 8/15/06                                 500,000       509,375
     5.75%; 8/15/08                                 615,000       624,225
     5.80%; 8/15/09                                 840,000       846,300
     6.10%; 8/15/14                               1,000,000     1,017,500
   Illinois Health Fac. Authority Rev. Ref.
     Bonds for Advocate Healthcare,
     Series A; 6.75%; 4/15/12                    $2,000,000   $ 2,077,500
   Regional Transportation Authority,
     Illinois General Obligation Bonds,
     Series 1994A; 6.25%; 6/1/15                  2,000,000     2,057,500

                                                               30,727,131
Indiana (6.51%)
   City of Mount Vernon, Indiana, Pollution
     Control Rev. Bonds, for Southern
     Indiana Gas  & Electric Co. Project,;
     7.25%; 3/1/14                                  700,000       770,000
   City of Petersburg, Indiana, Pollution
     Control Rev. Bonds, for Indianapolis
     Power & Light Co. Project,
     Series 1993A; 6.10%; 1/1/16                  4,000,000     4,085,000
   Indiana Health Fac. Financing Authority
     Hospital Rev. Ref. Bonds, Welborn
     Memorial Baptist Hospital, Series 1993;
     5.63%; 7/1/23                                1,860,000     1,708,875
   Lawrenceburg, Indiana Pollution Control
     Rev. Ref. Bonds, Indiana Michigan
     Power Co. Project,
     Series D; 7.00%; 4/1/15                      1,000,000     1,061,250
     Series E; 5.90%; 11/1/19                     3,220,000     3,099,250
   Warrick County, Indiana Environmental
     Improvement Rev. Bonds, Southern
     Indiana Gas & Electric, Series 1993B;
     6.00%; 5/1/23                                1,190,000     1,203,388

                                                               11,927,763
Iowa (4.86%)
   Chillicothe, Iowa Pollution Control Rev.
     Bonds for Iowa Southern Utilities Co.,
     Series 1977; 5.95%; 2/1/07                     500,000       500,500
   City of Muscatine, Iowa, Electric Rev.
     Ref. Bonds, Series 1986;
     6.00%; 1/1/06                                  160,000       160,126
     5.00%; 1/1/07                                1,665,000     1,581,750
   Eddyville, Iowa, IDR Ref. Bonds,
     Cargill, Inc. Project; 5.63%; 12/1/13        1,000,000(a)    980,000
   Iowa Finance Authority Hospital Fac.
     Ref. Rev. Bonds for Jennie
     Edmundson Memorial Hospital;
     7.40%; 11/1/06                                 550,000       590,563
     7.65%; 11/1/16                               4,900,000     5,089,875

                                                                8,902,814
Kentucky (1.01%)
   City of Ashland, Kentucky Sewage and
     Solid Waste Rev. Bonds for Ashland,
     Inc. Project, Series 1995; 7.13%; 2/1/22       750,000       795,938
   City of Ashland, Kentucky, Solid Waste
     Rev. Bonds for Ashland Oil, Inc.
     Project, Series 1991; 7.20%; 10/1/20         1,000,000     1,058,750

                                                                1,854,688
Louisiana (1.14%)
   St. Charles Parish, Louisiana Pollution
     Control Rev. Bonds for Louisiana
     Power & Light Co. Project;
      7.50%; 6/1/21                              $1,950,000   $ 2,081,625

Maine (2.41%)
   Skowhegan, Maine, Pollution Control
     Rev. Ref. Bonds for Scott Paper
     Co. Project, Series 1993;
     5.90%; 11/1/13                               4,450,000     4,416,625

Michigan (1.31%)
   Michigan State Hospital Financing
     Authority Hospital Rev. Bonds for
     Detroit Medical Center, Series 1993B;
     5.75%; 8/15/13                                 600,000       578,250
     5.50%; 8/15/23                               2,000,000     1,820,000

                                                                2,398,250
Minnesota (1.61%)
   City of Bass Brook, Minnesota, Pollution
     Control Rev. Ref. Bonds for Minnesota
     Power & Light Project; 6.00%; 7/1/22         3,000,000     2,947,500

Missouri (2.26%)
   Missouri State Environmental
     Improvement & Energy Authority
     Rev. Bonds, Union Electric Co.,
     Series 1993; 5.45%; 10/1/28                  2,050,000     1,914,187
   Missouri State Health & Educational
     Fac. Authority Health Fac. Rev., BJC
     Health System, Series 1994A;
      6.75%; 5/15/12                              2,000,000     2,220,000

                                                                4,134,187
Montana (1.09%)
   Forsyth, Montana, Pollution Control Rev.
     Ref. Bonds, Montana Power Co.,
     Colstrip Project, Series 1993A;
     6.13%; 5/1/23                                2,000,000     2,005,000

Nebraska (1.98%)
   Nebraska Public Power Dist. Power
     Supply System Rev. Bonds;
     5.30%; 1/1/02                                1,000,000     1,033,750
     5.40%; 1/1/03                                1,500,000     1,558,125
     5.50%; 1/1/04                                1,000,000     1,043,750

                                                                3,635,625
Nevada (2.08%)
   Clark County, Nevada, IDR Ref. Bonds,
     Nevada Power Co. Project,
     Series 1992C; 7.20%; 10/1/22                 3,600,000     3,807,000

New Mexico (1.14%)
   City of Lordsburg, New Mexico,
     Pollution Control Rev. Bonds
     for Phelps Dodge Corp. Project;
      6.50%; 4/1/13                               2,000,000     2,090,000

North Carolina (3.85%)
   Martin County, North Carolina Industrial
     Fac. & Pollution Control Finance
      Authority Solid Waste Rev. Bonds,
     Weyerhaeuser; 6.80%; 5/1/24                  3,750,000     3,937,500
   North Carolina Medical Care Hospital
     Rev. Bonds for Rex Hospital Project;
     6.13%; 6/1/10                                1,700,000     1,734,000
   North Carolina Municipal Power Agency
     Catawba Electric Rev. Bonds;
     6.00%; 1/1/15                               $1,400,000   $ 1,373,750

                                                                7,045,250
North Dakota (1.14%)
   Mercer County, North Dakota, Pollution
     Control Rev. Bonds, Ottertail Power
     Co. Project, Series 1991; 6.90%; 2/1/19      1,950,000     2,096,250

Ohio (4.97%)
   Cuyahoga County, Ohio, Hospital Rev.
     Bonds for Meridia Health Systems,
     Series 1991;
     7.25%; 8/15/19                               1,445,000     1,551,569
     7.00%; 8/15/23                                 250,000       266,250
   Lorain County, Ohio Hospital Ref. Bonds,
     Humility Mary Health Care, Series A;
     5.90%; 12/15/08                              2,270,000     2,349,450
   Ohio Air Quality Dev. Rev. Bonds,
     Columbus Southern Power Co. Project,
     Series 1985B; 6.25%; 12/1/20                 4,900,000     4,930,625

                                                                9,097,894
Oklahoma (1.38%)
   Midwest City, Oklahoma Memorial
     Hospital Authority Rev. Ref. Bonds;
     7.50%; 7/1/14                                  200,000       206,250
   Tulsa Industrial Authority Rev. Bonds,
     St. John Medical Center Project,
     Series 1994;
     6.25%; 2/15/14                               1,280,000     1,308,800
     6.25%; 2/15/17                               1,000,000     1,018,750

                                                                2,533,800
South Carolina (1.05%)
   York County, South Carolina Exempt Fac.
     Industrial Rev. Bonds for Hoechst
     Celanese Project, Series 1994;
     5.70%; 1/1/24                                2,000,000     1,922,500

South Dakota (0.58%)
   Pennington County, South Dakota
     Pollution Control Rev. Ref. Bonds
     for Black Hills Power & Light Co.
     Project; 6.70%; 6/1/10                       1,000,000     1,071,250

Texas (5.39%)
   Brazos River Authority, Texas, Pollution
     Control Rev. Bonds for Houston
     Lighting & Power;
     8.25%; 5/1/15                                  820,000       894,825
     7.75%; 10/1/15                                 855,000       930,881
     8.25%; 5/1/19                                  500,000       545,625
   Guadalupe-Blanco Riv Authority,
     Texas, Industrial Dev. Corp.
     Pollution  Control Rev. E I Du Pont
     1982 Series A; 6.35%;7/1/22                  2,500,000     2,603,125
     Matagorda County, Texas, Navigational
     District No. 1 Pollution Control Rev.
     Bonds for Central Power & Light Co.;
     7.50%; 12/15/14                              2,585,000     2,846,731
     6.00%; 7/1/28                                1,000,000     1,003,750
   Tarrant County, Texas, Health Fac. Dev.
     Corp. Harris Methodist Health System
     Rev. Bonds; 5.90%; 9/1/06                    1,000,000     1,047,500

                                                                9,872,437
Utah (0.78%)
   Intermountain Power Agency, Utah
     Power Supply, Rev. Ref. Bonds,
     Series 1993A; 5.50%; 7/1/20                 $1,500,000   $ 1,432,500

Virginia (3.81%)
   Arlington County, Virginia, IDA
     Hospital Fac. Rev. Ref. Bonds,
     Arlington Hospital, Series 1993;
     5.00%; 9/1/21                                2,715,000     2,358,656
   Chesapeake, Virginia Industrial Dev.
     Authority Rev. Ref. Bond for Cargill,
     Inc.Project .; 5.88%; 3/1/13                 1,410,000     1,411,763
   Penninsula Ports Authority of  Virgina,
     Dominion Terminal Associates
     Project - The Pittson Co.;7.38;6/1/20        3,000,000     3,213,750

                                                                6,984,169
Washington (4.51%)
   City of Seattle, Washington Municipal
     Light and Power Rev. Bonds;
     1993; 5.10%; 11/1/05                         1,950,000     1,984,125
     1994; 6.63%; 7/1/16                          1,000,000     1,075,000
   Pilchuck Dev. Public Corp., State of
     Washington, Special Fac. Airport
     Rev. Bonds, Series 1993, Tramco, Inc.
     Project for BF Goodrich;
      6.00%; 8/1/23                               3,155,000     3,009,081
   Washington Health Care Fac. Authority
     Rev. Bond; Series 1989 Sisters of
     Providence; 7.88%;10/1/10                    2,000,000     2,187,500

                                                                8,255,706
West Virginia (6.52%)
   Marshall County, West Virginia,
     Pollution Control Rev. Bonds
     for Ohio Power Co. Project;
     Series C; 6.85%; 6/1/22                      1,200,000     1,279,500
     Series D; 5.90%; 4/1/22                      4,500,000     4,567,500
   Pleasant County, West Virgina
     Pollution Control Rev. Bonds
     for Potomac Edison Co.;
      6.15%; 5/1/15                               2,000,000      2,032,500
   Putnam County, West Virginia,
     Pollution Control Rev. Bonds for
     Appalachian Power Co. Project,
     Series C; 6.60%; 7/1/19                      3,875,000      4,059,062

                                                                11,938,562
Wisconsin (1.11%)
   Wisconsin Health & Educational Fac.
     Authority Rev. Bonds; Series 1995;
     Franciscan Skemp Medical Center, Inc.;
     5.88%;11/15/10                               1,000,000      1,017,500
     6.13%;11/15/15                               1,000,000      1,016,250

                                                                 2,033,750

                        Total Portfolio Investments (96.95%)   177,611,183

Cash, receivables and other assets, net of
   liabilities (3.05%)                                           5,590,240


                                  Total Net Assets (100.00%)  $183,201,423

(a)  Restricted security - See Note 4 to the financial statements.

PRINCOR TAX-EXEMPT CASH MANAGEMENT
FUND, INC.

                                                   Principal
                                                     Amount         Value


Short-Term Tax-Exempt Bonds (101.21%)

Alabama (1.30%)
   City of  Stevenson, Alabama, IDB,
     Improvement Rev. Bonds, The Mead
     Corp., Series 1986; LOC Credit Suisse;
     3.90%; 11/1/95*; 11/1/16                     $1,300,000   $ 1,300,000

Alaska (5.22%)
   Alaska Industrial Dev. & Export Authority,
     IDB Current Ref. Bonds, Series
     1988A; LOC Security Pacific
     Bank Washington;
     Lot #2; 4.20%; 11/1/95*; 7/1/97                  80,000        80,000
     Lot #3; 4.20%; 11/1/95*; 7/1/97                 505,000       505,000
     Lot #5; 4.20%; 11/1/95*; 7/1/98               1,495,000     1,495,000
     Lot #6; 4.20%; 11/1/95*; 7/1/01               1,485,000     1,485,000
     Lot #7; 4.20%; 11/1/95*; 7/1/01                 170,000       170,000
     Lot #8; 4.20%; 11/1/95*; 7/1/05                 185,000       185,000
     Lot #9; 4.20%; 11/1/95*; 7/1/05                 250,000       250,000
     Lot #12; 4.20%; 11/1/95*; 7/1/12              1,040,000     1,040,000

                                                                 5,210,000
Arizona (1.30%)
   Chandler County, Arizona, IDA, F/R
     Monthly IDR, Parsons Municipal
     Services, Series 1983; LOC
     National Westminster;
     3.90%; 11/15/95*; 12/15/09                    1,300,000     1,300,000

California (3.02%)
   County of Los Angeles, California,
     1995-96 Tax & Rev. Anticipation
      Notes; 4.50%; 7/1/96                         3,000,000     3,014,055

Colorado (1.00%)
   Adams County, Colorado, IDR Bonds,
     City View Park Project, Series
     1985; LOC Barclays Bank;
      3.95%; 11/1/95*; 12/1/15                       300,000       300,000
   Arapahoe County, Colorado, F/R
      Monthly IDR, Beckett
     Aviation, Inc., Series; 1983
     LOC Barclays Bank;
     3.81%; 11/15/95*; 5/15/13                       600,000       600,000
   City of Thornton, Colorado, F/R
     Monthly IDR, Service Merchandise
     Co., Inc., Series 1984; LOC
     Industrial Bank of  Japan;
     3.80%; 11/15/95*; 12/15/99                      100,000       100,000

                                                                 1,000,000
Florida (4.30%)
   Florida Housing Finance Agency,
     F/R Monthly MF Rev's., Water
     Apt. Project,  Series 1984A;
     LOC Wells Fargo;
     4.00%; 11/1/95*; 4/1/07                       1,700,000     1,700,000
   Florida Housing Finance Agency,
     F/R Monthly MF Rev's., Webb
     Road 1 Apt. Project, Series 1984;
     LOC Wells  Fargo;
     4.00%; 11/1/95*; 4/1/07                      $1,000,000   $ 1,000,000
   Florida Housing Finance Agency,
     F/R Monthly MF Rev's., Webb
     Road 2 Apt. Project; Series
     1984C; LOC Wells  Fargo;
      4.00%; 11/1/95*; 4/1/07                      1,600,000     1,600,000

                                                                 4,300,000
Georgia (8.48%)
   Burke County, Georgia, Dev. Authority, Adj.
     Tender Pollution Control Rev. Bonds,
     Ogelthorpe Power Corp., Vogtle Project,
     Series 1992A; LOC Credit Suisse;
     3.05%; 11/1/95**; 1/1/25                        300,000       300,000
     3.40%; 11/3/95**; 1/1/25                        600,000       600,000
     3.65%; 11/6/95**; 1/1/25                        500,000       500,000
     3.60%; 11/14/95**; 1/1/25                       500,000       500,000
     3.65%; 11/16/95**; 1/1/25                       450,000       450,000
     3.70%; 11/21/95**; 1/1/25                       350,000       350,000
     3.60%; 11/29/95**; 1/1/25                       700,000       700,000
     3.60%; 12/12/95**; 1/1/25                       300,000       300,000
     3.80%; 1/17/96**; 1/1/25                        400,000       400,000
     3.60%; 1/22/96**; 1/1/25                        600,000       600,000
     3.60%; 2/5/96**; 1/1/25                         350,000       350,000
   Fulton County, Georgia, Housing Authority,
     Municipal Housing Rev. Bonds, Series
     1986A; LOC Sumitomo Bank Ltd.;
     4.30%; 11/1/95*; 8/1/16                       2,725,000     2,725,000
   Hapeville, Georgia, Dev. Authority, Adj.
     Tender IDR Bonds, Hapeville Hotel Ltd.
     Partnership Project, Series 1985;
     LOC Swiss Bank Corp.;
     4.10%; 11/1/95*; 11/1/15                        700,000       700,000

                                                                 8,475,000
Illinois (6.78%)
   Chicago, Illinois, Cook County CSX Beckett
     Aviation, Inc., F/R Monthly Airport
     Rev. Bonds; LOC Barclays Bank;
     3.81%; 11/15/95*; 12/15/14                    1,000,000     1,000,000
   City of Burbank, Illinois, F/R Monthly IDR,
     Service Merchandise Co., Inc., Series
     1984; LOC Pittsburgh National Bank;
     3.80%; 11/15/95*; 9/15/24                     2,100,000     2,100,000
   City of Chicago General Obligation
     Tender Notes, Series 1995A; LOC
      Morgan Guaranty;
     4.60%; 11/1/95**; 10/31/96                    1,270,000     1,270,000
     3.75%; 5/1/96**; 10/31/96                     1,000,000     1,000,000
   City of Naperville, Illinois, Economic Dev.
     Rev. Bonds, Service Merchandise Co.,
     Inc.; LOC Pittsburgh National Bank;
     3.80%; 11/15/95*; 11/30/24                    1,400,000     1,400,000

                                                                 6,770,000
Iowa (4.62%)
   Iowa Higher Education Loan Authority Fac.;
     Rev. Bonds; Series 1995;
     LOC Norwest Bank Minnesota;
      3.90%; 11/2/95*; 2/1/05                      2,200,000     2,200,000
   Iowa School Corp. Warrant Cert. 1995-96
      Series A; Guaranteed By Capital
      Guaranty; 4.75%; 6/28/96                     2,000,000     2,011,357
   City of Storm Lake, Iowa; Private College
     Rev. Bonds, Buena Vista College,
     Series 1993; LOC Norwest Bank
     Minnesota, N. A.; 3.95%; 11/2/95*;
     12/1/03                                        $400,000   $   400,000

                                                                 4,611,357
Louisiana (11.88%)
   Parish of Desoto, Louisianna; ADJ. Tender
     Pollution Control Rev. Ref. Bonds,
     LOC Swiss Bank Corp.;
     Series 1991A; 3.80%; 11/1/95*; 7/1/18         2,200,000     2,200,000
     Series 1991B; 3.80%; 11/1/95*; 7/1/18           600,000       600,000
   Jefferson Parish, Louisiana, Hospital Rev.
     Bonds, Jefferson Parish Hospital
     Service, District #2, Customized
     Purchase Program, Series 1985;
     LOC Mitsubishi Bank;
     3.90%; 11/1/95*; 12/1/15                      3,300,000     3,300,000
   Jefferson Parish, Louisiana, IDB Rev.
     Ref. Bonds, George J. Achel, Sr.
     Project, Series 1986; LOC Barclays
     Bank; 3.95%; 11/1/95*; 12/1/04                1,400,000     1,400,000
   Louisiana Public Fac. Authority, CP
     Program Hospital Equip. Rev.
     Bonds, Series 1985A, Pooled Project;
     LOC Sumitomo Bank;
     4.30%; 11/1/95*; 12/1/15                      4,365,000     4,365,000

                                                                11,865,000
Maine (2.01%)
   State of Maine General Obligation Tax
     Anticipation Notes;
     4.50%; 6/28/96                                2,000,000     2,009,488

Maryland (0.90%)
   Montgomery County, Maryland, F/R
     Monthly IDA, Information Systems &
     Networks; LOC Pittsburgh National
     Bank; 3.75%; 11/1/95*; 4/1/14                   900,000       900,000

Massachusetts (0.50%)
   Commonwealth of Massachusetts,
     Dedicated Income Tax Bonds, Series B;
     LOC National Westminster;
     3.70%; 11/1/95*; 12/1/97                        500,000       500,000

Michigan (0.95%)
   Township of Cornell, Michigan, The
     Economic Dev. Corp.,
     Environmental Improvement Rev.
     Ref. Bonds, Series 1986, Mead
     Escanaba Paper Co. Project; LOC Suisse
     Bank; 3.80%; 11/1/95*; 11/1/16                  950,000       950,000

Minnesota (9.16%)
   City of Rochester, Minnesota, Health Care
     Fac. Rev. Bonds, Mayo Foundation/
     Mayo Medical Center, Adj. Tender;
     Series 1992C;
     3.50%; 11/8/95**; 11/15/21                      500,000       500,000
     3.60%; 11/10/95**; 11/15/21                     500,000       500,000
     3.75%; 11/20/95**; 11/15/21                     500,000       500,000
     3.60%; 12/8/95**; 11/15/21                      750,000       750,000
     3.60%; 12/11/95**; 11/15/21                     800,000       800,000
     3.75%; 1/24/96**; 11/15/21                      600,000       600,000
     3.80%; 2/9/96**; 11/15/21                       500,000       500,000
     3.75%; 2/12/96**; 11/15/21                      500,000       500,000
   University of Minnesota Regents Variable
     Rate Demand Bonds;
     Series 1985F; 3.65%; 2/1/96**; 10/1/01       $2,500,000    $2,500,000
     Series 1985G; 3.65%; 2/1/96**; 10/1/07        2,000,000     2,000,000

                                                                 9,150,000
Montana (4.90%)
   City of Forsyth, Montana, Portland General
     Electric Co.; LOC Swiss Bank Corp.;
     Series B; 3.85%; 11/1/95*; 6/1/13             2,400,000     2,400,000
     Series D; 3.85%; 11/1/95*; 6/1/13             1,500,000     1,500,000
     Series 1984; 3.85%; 11/1/95*; 8/1/14          1,000,000     1,000,000

                                                                 4,900,000
Nebraska (2.80%)
   Nebraska Investment Finance Authority, F/R
     Monthly MF Rev's., Series 1985A, Apple
     Creek Associates; LOC Citibank;
     4.00%; 11/1/95*; 9/1/07                       2,800,000     2,800,000

New Hampshire (1.80%)
   New Hampshire IDA, F/R Monthly 1983
     Hudson, Oerlikon-Buhrle USA/Balzers;
     LOC Union Bank of Switzerland;
     3.90%; 11/1/95*; 7/1/13                       1,800,000     1,800,000

New York (4.00%)
   New York State Energy Research & Dev.
     Authority Pollution Control Rev. Bonds,
     Long Island Lighting Co.; Series 1985B;
     LOC Deutsche Bank;
     4.70%; 3/1/96**; 3/1/16                       4,000,000     4,000,000

North Carolina (5.60%)
   North Carolina Eastern Municipal Power
     Agency, Series 1988B; LOC Morgan
     Guaranty Trust Co.; LOC Union
     Bank of Switzerland;
     3.65%; 12/5/95**; 1/1/26                        500,000       500,000
     3.70%; 12/6/95**; 1/1/10                        500,000       500,000
     3.60%; 1/18/96**; 1/1/26                        500,000       500,000
     3.65%; 1/19/96**; 1/1/10                        300,000       300,000
     3.65%; 1/23/96**; 1/1/26                        500,000       500,000
     3.65%; 1/25/96**; 1/1/10                        300,000       300,000
     3.80%; 2/7/96**; 1/1/26                         500,000       500,000
   University of  North Carolina
     Foundation, Inc. Series 1989;
     LOC Credit Suisse; 3.85%; 11/1/95*            2,500,000     2,500,000

                                                                 5,600,000
Ohio (1.00%)
   Village of Evendale, Ohio, SHV Real Estate
     Income Project; LOC Citibank;
     3.85%; 11/1/95*; 9/1/15                       1,000,000     1,000,000

Pennsylvania (3.00%)
   Bucks County, Pennsylvania, IDA SHV
     Real Estate, Inc. Project, Series 1985;
     LOC ABN-AMRO Bank;
     3.85%; 11/1/95*; 7/1/15                       1,800,000     1,800,000
   Chester, Pennsylvania, IDA, F/R Monthly
     IDR, Keystone Foods  Corp.;
     LOC Barclays Bank;
     3.85%; 11/15/95*; 10/15/99                      800,000       800,000
   Delaware County, Pennsylvania, Tax & Rev.
     Anticipation Notes, Fac. Rev.,
     Series 1985; Guaranteed by
     United Parcel Service;
     3.80%; 11/1/95*; 12/1/15                       $400,000   $   400,000

                                                                 3,000,000
Tennessee (0.50%)
   Knox, Tennessee, IDB F/R Monthly IDR
     1983, Service Merchandise Co., Inc.;
      LOC  Barclays Bank;
     3.80%; 11/15/95*; 12/15/08                      500,000       500,000

Texas (10.26%)
   Calhoun County, Texas, NAV IDA PCA,
     Alcoa, Series 1987; LOC Credit Suisse;
     3.75%; 11/7/95*; 3/1/01                         300,000       300,000
   Cedar Hill, Texas, Industrial Dev. Corp.
     F/R Monthly IDR 1985, Minyard
     Properties Project; LOC Citibank;
     4.00%; 11/1/95*; 5/1/02                         400,000       400,000
   City of  Houston Tax and Rev.  Anticipation
      Notes Series 1995; 4.50%: 6/27/96            1,000,000     1,005,488
   Coppell, Texas, Industrial Dev.
     Corp., IDA 1984, Minyard
     Properties Project; LOC Citibank;
     4.00%; 11/1/95*; 12/1/01                      1,270,000     1,270,000
   Montgomery County, Texas Industrial
      Developmental Corp. Ref. Bonds
      Series 1986A; Dal-Tile Corporation
      Project; LOC Credit Suisse;
      3.95%; 11/1/95*; 12/1/03                       150,000       150,000
   Port Arthur Navigation Dist. Industrial
     Dev. Corp. Adj. Tender Pollution
     Control Rev. Bonds, American
     Petrofina Co. of Texas Project, Series
     1985; LOC Sumitomo Bank;
     4.20%; 11/1/95*; 5/1/03                       3,100,000     3,100,000
   Port Dev. Corp., Adj. Tender Marine
     Terminal Rev. Ref. Bonds, Mitsui &
     Co. (USA), Inc. Project, Series 1985A;
     LOC Industrial Bank of Japan;
     3.90%; 11/15/95**; 12/1/05                      500,000       500,000
     3.55%; 12/4/95**; 12/1/05                       500,000       500,000
   Texas Assocation of Scool Boards Tax
     Anticipation Notes; Series 1995;
     4.75%; 8/30/96                                3,000,000     3,016,758

                                                                10,242,246
Washington (2.62%)
   Chelan County, Washington Dev. Corp.,
     PCA, Alcoa, Series 1987; LOC Credit
     Suisse; 3.75%; 11/7/95*; 3/1/01                 200,000       200,000
   Port of Kalama, Washington, Public Corp.,
     Port Fac. Rev. Bonds, Conagra, Inc.
     Project; LOC Morgan Guaranty;
     3.80%; 11/1/95*; 1/1/04                       2,420,000     2,420,000

                                                                 2,620,000
West Virginia (1.80%)
   Putnam County, West Virginia, F/R
     Monthly IDR 1981, FMC Corp.
     Project; LOC Bankers Trust;
     3.90%; 11/1/95*; 10/1/11                     $1,800,000   $ 1,800,000

Wisconsin (1.01%)
   State of Wisconsin 1995 Operating
      Notes; 4.50%; 6/17/96                        1,000,000     1,005,438

Wyoming (0.50%)
   Lincoln County, Wyoming, Pollution
     Control Ref. Bonds, Pacificorp
     Project, Series 1991; LOC
     Union Bank of Switzerland;
     3.75%; 12/7/95**; 1/1/16                        500,000       500,000

                       Total Portfolio Investments (101.21%)   101,122,584

Liabilities, net of cash, receivables
   and other assets, (-1.21%)                                   (1,208,900)

                                  Total Net Assets (100.00%)   $99,913,684

* Demand Date
** Put Date

PRINCOR UTILITIES FUND, INC.

                                                      Shares
                                                       Held        Value

Common Stocks (96.01%)

Combination Utility Services (20.32%)
   Cilcorp, Inc.                                      42,900    $1,673,100
   Cinergy Corp.                                      85,699     2,431,709
   LG&E Energy Corp.                                  50,000     2,075,000
   Niagara Mohawk Power Corp.                         18,000       193,500
   Pacificorp                                        101,000     1,906,375
   Public Service Co. of Colorado                     60,000     2,047,500
   WPS Resources Corp.                                63,000     1,960,875
   Washington Water Power Co.                        110,000     1,897,500

                                                                14,185,559
Electric Services (39.05%)
   Allegheny Power System, Inc.                       67,000     1,767,125
   American Electric Power Co., Inc.                  56,000     2,135,000
   Dominion Resources, Inc.                           49,400     1,963,650
   Duke Power Co.                                     45,400     2,031,650
   FPL Group, Inc.                                    50,000     2,093,750
   Idaho Power Co.                                    59,800     1,659,450
   KU Energy Corp.                                    71,800     2,127,075
   Mid American Energy Co.                           125,000     2,000,000
   Minnesota Power & Light Co.                        25,000       715,625
   New England Electric System                        44,000     1,716,000
   PP&L Resources, Inc.                               47,500     1,068,750
   Portland General Corp.                             70,000     1,898,750
   Southern Co.                                       84,000     2,005,500
   Teco Energy, Inc.                                  87,000     2,055,375
   Texas Utilities Co.                                55,200     2,028,600

                                                                27,266,300
Gas Production & Distribution (8.79%)
   Atlanta Gas Light Co.                              27,200    $1,050,600
   British Gas PLC                                    26,600     1,010,800
   Laclede Gas Co.                                    20,600       419,725
   New Jersey Resources Corp.                         43,700     1,092,500
   Peoples Energy Corp.                               53,000     1,523,750
   Washington Energy Co.                              56,800     1,043,700

                                                                 6,141,075
Telephone Communication (27.85%)
   AT&T Corp.                                         43,600     2,790,400
   Ameritech Corp.                                    46,000     2,484,000
   Bell Atlantic Corp.                                39,000     2,481,375
   Bellsouth Corp.                                    27,500     2,103,750
   GTE Corp.                                          51,000     2,103,750
   MCI Communications Corp.                           55,000     1,371,563
   Nynex Corp.                                        25,000     1,175,000
   Sprint Corp.                                       64,000     2,464,000
   US West Communications Group                       52,000     2,476,500

                                                                19,450,338

                                         Total Common Stocks    67,043,272

Commercial Paper (3.63%)

                                                   Principal
                                                     Amount         Value

Business Credit Institutions (1.24%)
   John Deere Capital Corp.;
     5.75%; 11/7/95                                 $870,000    $  869,166

Crude Petroleum & Natural Gas (1.40%)
   Chevron Oil Finance Co.;
     5.71%; 11/3/95                                  975,000       974,691

Life Insurance (0.99%)
   Prudential Funding Corp.;
     5.62%; 11/1/95                                  690,000       690,000

                                      Total Commercial Paper     2,533,857

                        Total Portfolio Investments (99.64%)    69,577,129

Cash, receivables and other assets, net of
   liabilities (0.36%)                                             248,241

                                  Total Net Assets (100.00%)   $69,825,370
[/TEXT]
<PAGE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions

                                                          Net Realized
                                                               and
                                      Net Asset   Net    Unrealized     Total     Dividends                               Net Asset
                                       Value at  Invest-    Gain        from      from Net   Distributions                 Value at
                                      Beginning   ment   (Loss) on   Investment  Investment      from          Total         End
                                      of Period  Income  Investments Operations    Income    Capital Gains Distributions  of Period

   Princor Bond Fund, Inc.

   
     Class A
     Year Ended October 31,
<S>    <C>                              <C>      <C>        <C>        <C>         <C>          <C>           <C>           <C>
       1995                             $10.27   $.78(b)    $1.16      $1.94       $(.78)       $(.01)        $(.79)        $11.42
       1994                              11.75    .78(b)    (1.47)      (.69)       (.78)        (.01)         (.79)         10.27
       1993                              10.97    .81(b)      .79       1.60        (.81)        (.01)         (.82)         11.75
       1992                              10.65    .85(b)      .32       1.17        (.85)          -           (.85)         10.97
       1991                               9.99    .88(b)      .65       1.53        (.87)          -           (.87)         10.65

     Class B
     Period Ended October 31, 1995(f)    10.19    .63(b)     1.19       1.82        (.60)          -           (.60)         11.41

   Princor Cash Management Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               1.000   .052(b)     -          .052       (.052)         -           (.052)         1.000
       1994                               1.000   .033(b)     -          .033       (.033)         -           (.033)         1.000
       1993                               1.000   .026(b)     -          .026       (.026)         -           (.026)         1.000
       1992                               1.000   .036(b)     -          .036       (.036)         -           (.036)         1.000
       1991                               1.000   .061(b)     -          .061       (.061)         -           (.061)         1.000

     Class B
     Period Ended October 31, 1995(f)     1.000   .041(b)     -          .041       (.041)         -           (.041)         1.000

   Princor Government Securities
   Income Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              10.28    .71        1.02       1.73        (.70)          -           (.70)         11.31
       1994                              11.79    .69       (1.40)      (.71)       (.68)        (.12)         (.80)         10.28
       1993                              11.44    .74         .55       1.29        (.74)        (.20)         (.94)         11.79
       1992                              11.36    .81         .12        .93        (.81)        (.04)         (.85)         11.44
       1991                              10.54    .85         .84       1.69        (.87)          -           (.87)         11.36

     Class B
     Period Ended October 31, 1995(f)    10.20    .56        1.07       1.63        (.54)          -           (.54)         11.29


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                              Ratios/Supplemental Data

                                                                    Ratio of   Ratio of Net
                                                   Net Assets at  Expenses to   Income to   Portfolio
                                          Total    End of Period    Average      Average    Turnover
                                        Return(a)  (in thousands) Net Assets    Net Assets    Rate

   Princor Bond Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                               <C>         <C>            <C>           <C>          <C>
       1995                              19.73%      $106,962       .94%(b)       7.26%        5.1%
       1994                              (6.01)%       88,801       .95%(b)       7.27%        8.9%
       1993                              15.22%        85,015       .92%(b)       7.19%        9.3%
       1992                              11.45%        62,534       .88%(b)       7.95%        8.4%
       1991                              16.04%        37,825       .80%(b)       8.66%         .9%

     Class B
     Period Ended October 31, 1995(f)    17.98%(d)      2,708      1.59%(b)(e)    6.30%(e)     5.1%(e)

   Princor Cash Management Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               5.36%       623,864       .72%(b)       5.24%        N/A
       1994                               3.40%       332,346       .70%(b)       3.27%        N/A
       1993                               2.67%       284,739       .67%(b)       2.63%        N/A
       1992                               3.71%       247,189       .65%(b)       3.66%        N/A
       1991                               6.29%       262,543       .61%(b)       5.95%        N/A

     Class B
     Period Ended October 31, 1995(f)     4.19%(d)        208      1.42%(b)(e)    4.50%(e)     N/A

   Princor Government Securities
   Income Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              17.46%       261,128       .87%          6.57%       10.1%
       1994                              (6.26)%      249,438       .95%          6.35%       24.8%
       1993                              11.80%       236,718       .93%          6.38%       52.6%
       1992                               8.49%       161,565       .95%          7.04%       54.3%
       1991                              16.78%        94,613       .98%          7.80%       14.9%

     Class B
     Period Ended October 31, 1995(f)     16.07%(d)     4,699      1.53%(e)      5.68%(e)     10.1%(e)
<FN>
Notes to financial highlights

(a)  Total  Return is  calculated  without  the  front-end  sales  charge or the
contingent deferred sales charge.

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  for  the  periods  (year,   except  as  noted  in  the  financial
     statements)  ended October 31 of the years  indicated,  the following funds
     would have had per share expenses and the ratios of expenses to average net
     assets as shown:

                                Per Share  Ratio of Expenses
                               Net Invest-  to Average Net    Amount
        Fund             Year  ment Income     Assets         Waived

Princor Bond Fund, Inc.
   Class A              1995       $.77       1.02%          $86,018
                        1994        .77       1.09%          120,999
                        1993        .79       1.07%          111,162
                        1992        .82       1.11%          110,868
                        1991        .84       1.15%          100,396


   Class B              1995(f)     .62       1.62%(e)           300

Princor Cash Management
  Fund, Inc.
   Class A              1995        .052       .78%          296,255
                        1994        .031       .90%          595,343
                        1993        .025       .84%          468,387
                        1992        .035       .80%          385,328
                        1991        .059       .79%          433,196

   Class B              1995(f)     .041      1.63%(e)           104

*   Year ended June 30, 1989
**  Four months ended October 31, 1989

(c)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.10 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987, was  recognized of which $.06 per share was  distributed
     to its sole stockholder,  Principal Mutual Life Insurance  Company,  during
     the period.  Additionally,  the Fund  incurred net realized and  unrealized
     losses on investments of $.09 per share during this initial interim period.
     This  represented  activities  of the  fund  prior  to the  initial  public
     offering of fund shares.

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  Certain of the Income  Funds Class B
     shares recognized net investment income as follows, for the period from the
     initial  purchase of Class B shares on December 5, 1994 through December 8,
     1994,  none of  which  was  distributed  to the sole  shareholder,  Princor
     Management  Corporation.  Additionally,  the  Income  Funds  Class B shares
     incurred unrealized loss during the initial interim period as follows. This
     represented  Class B share  activities  of each fund prior to the  intitial
     public offering of Class B shares:

                                    Per Share           Per Share
                                 Net Investment        Unrealized
              Fund                   Income             (Loss)
              --------------------------------------------------
     Princor Bond Fund, Inc.          .01                  -
     Princor Government Securities
       Income Fund, Inc.              .01                (.02)

(g) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
October 3l.
    
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions

   
                                                          Net Realized
                                                              and
                                       Net Asset    Net    Unrealized     Total    Dividends                              Net Assets
                                       Value at   Invest-     Gain        from      from Net  Distributions               Value at
                                       Beginning   ment    (Loss) on   Investment  Investment      from          Total        End
                                       of Period  Income  Investments  Operations    Income   Capital Gains Distributions of Period
   Princor High Yield Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                              <C>       <C>        <C>         <C>        <C>           <C>          <C>          <C>
       1995                             $ 7.83    $ .68      $ .20       $  .88     $ (.65)       $  -         $ (.65)      $8.06
       1994                               8.36      .63       (.51)         .12       (.65)          -           (.65)       7.83
       1993                               8.15      .71        .21          .92       (.71)          -           (.71)       8.36
       1992                               7.86      .79        .29         1.08       (.79)          -           (.79)       8.15
       1991                               7.12      .88        .80         1.68       (.94)          -           (.94)       7.86

     Class B
     Period Ended October 31, 1995(f)     7.64      .53        .38          .91       (.50)          -           (.50)       8.05


   Princor Tax-Exempt Bond Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              10.93      .65       1.05         1.70       (.65)          -           (.65)      11.98
       1994                              12.62      .64      (1.54)        (.90)      (.63)         (.16)        (.79)      10.93
       1993                              11.62      .66       1.11         1.77       (.66)         (.11)        (.77)      12.62
       1992                              11.47      .68        .19          .87       (.69)         (.03)        (.72)      11.62
       1991                              10.82      .69        .68         1.37       (.70)         (.02)        (.72)      11.47

     Class B
     Period Ended October 31, 1995(f)    10.56      .50       1.38         1.88       (.48)          -           (.48)      11.96

   Princor Tax-Exempt Cash
   Management Fund, Inc.
     Class A
     Year Ended October 31,
       1995                               1.000     .032(c)    -            .032      (.032)         -           (.032)      1.000
       1994                               1.000     .021(c)    -            .021      (.021)         -           (.021)      1.000
       1993                               1.000     .020(c)    -            .020      (.020)         -           (.020)      1.000
       1992                               1.000     .028(c)    -            .028      (.028)         -           (.028)      1.000
       1991                               1.000     .043(c)    -            .043      (.043)         -           (.043)      1.000

     Class B
     Period Ended October 31, 1995(f)     1.000     .021(e)    -            .021      (.021)         -           (.021)      1.000

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1995                               9.25      .48(c)    1.70         2.18       (.49)          -           (.49)      10.94
       1994                              11.45      .46(c)   (2.19)       (1.73)      (.45)         (.02)        (.47)       9.25
     Period Ended October 31, 1993(j)    10.18      .35(c)    1.27         1.62       (.35)          -           (.35)      11.45
     Class B
     Period Ended October 31, 1995(f)     9.20      .40(c)    1.77         2.17       (.44)          -           (.44)      10.93
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                              Ratios/Supplemental Data


                                                                              Ratio of Net
                                                                   Ratio of    Investment
                                                   Net Assets at  Expenses to  Income to   Portfolio
                                         Total     End of Period   Average      Average     Turnover
                                         Return(a) (in thousands) Net Assets  Net Assets      Rate
   Princor High Yield Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                               <C>         <C>            <C>          <C>         <C>
       1995                              11.73%      $ 23,396       1.45%        8.71%       40.3%
       1994                               1.45%        19,802       1.46%        7.82%       27.2%
       1993                              11.66%        19,154       1.35%        8.57%       23.4%
       1992                              14.35%        16,359       1.41%        9.69%       28.2%
       1991                              25.63%        13,195       1.50%       12.06%       14.2%

     Class B
     Period Ended October 31, 1995(f)    12.20%(c)        633       2.10%(d)     7.78%(d)    40.3%(d)

   Princor Tax-Exempt Bond Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              16.03%       179,715        .83%        5.67%       17.6%
       1994                              (7.41)%      171,425        .91%        5.49%       20.6%
       1993                              15.70%       177,480        .89%        5.45%       20.3%
       1992                               7.76%       106,661        .99%        5.96%       22.9%
       1991                              13.09%        62,755       1.01%        6.24%       13.1%

     Class B
     Period Ended October 31, 1995(f)    17.97(c)       3,486       1.51%(d)     4.78%(d)    17.6%(d)

   Princor Tax-Exempt Cash
   Management Fund, Inc.
     Class A
     Year Ended October 31,
       1995                               3.24%        99,887        .69%(e)     3.19%         N/A
       1994                               2.11%        79,736        .67%(c)     2.08%         N/A
       1993                               1.99%        79,223        .66%(c)     1.96%         N/A
       1992                               2.86%        69,224        .65%(c)     2.84%         N/A
       1991                               4.36%        71,469        .61%(c)     4.27%         N/A

     Class B
     Period Ended October 31, 1995(f)     2.19%(c)         27       1.42%(d)(e)  2.40%(d)      N/A

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              24.36%        65,873       1.04%(e)     4.95%       13.0%
       1994                             (15.20)%       56,747       1.00%(c)     4.89%       13.8%
     Period Ended October 31, 1993(j)    15.92%(d)     50,372       1.00%(e)(c)  4.48%(e)     4.3%(e)
     Class B
     Period Ended October 31, 1995(f)    24.18(c)       3,952       1.72%(d)(e)  3.84%(d)    13.0%(d)
<FN>
Notes to financial highlights

(a)  Total  Return is  calculated  without  the  front-end  sales  charge or the
contingent deferred sales charge.

(b)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.10 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987, was  recognized of which $.06 per share was  distributed
     to its sole stockholder,  Principal Mutual Life Insurance  Company,  during
     the period.  Additionally,  the Fund  incurred net realized and  unrealized
     losses on investments of $.09 per share during this initial interim period.
     This  represented  activities  of the  fund  prior  to the  initial  public
     offering of Fund shares.

(c)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses for the periods  (year  except as noted)  ended  October 31 of the
     years indicated,  the following funds would have had per share expenses and
     the ratios of expenses to average net assets as shown:

                                Per Share  Ratio of Expenses
                               Net Invest-  to Average Net    Amount
        Fund            Year   ment Income     Assets         Waived
Princor High Yield
  Fund, Inc.            1988(b)   $.95         1.33%(e)     $  32,609

Princor Tax-Exempt Cash
  Management Fund, Inc.
   Class A              1995       .031         .84%          138,574
                        1994       .019         .85%          150,515
                        1993       .018         .83%          131,442
                        1992       .026         .82%          134,497
                        1991       .040         .83%          147,279

   Class B              1995(f)    .018        1.89%(e)            99

Princor Utilities
  Fund, Inc.
   Class A              1995       .46         1.30%          151,145
                        1994       .41         1.50%          284,836
                        1993(j)    .32         1.54%(e)       139,439
   Class B              1995(f)    .40         1.81%(e)         1,339

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  Certain of the Income  Funds Class B
     shares recognized net investment income as follows, for the period from the
     initial  purchase of Class B shares on December 5, 1994 through December 8,
     1994,  none of  which  was  distributed  to the sole  shareholder,  Princor
     Management  Corporation.  Additionally,  the  Income  Funds  Class B shares
     incurred unrealized loss during the initial interim period as follows. This
     represented  Class B share  activities  of each fund  prior to the  initial
     public offering of Class B shares:

                                      Per Share       Per Share
                                    Net Investment   Unrealized
                 Fund                  Income          (Loss)
     Princor High Yield Fund, Inc.      .01            (0.03)
     Princor Tax-Exempt
       Bond Fund, Inc.                   -             (0.05)
     Princor Utilities Fund, Inc.       .01            (0.01)

(g) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
October 3l.

(h)  Period from March 20, 1986,  date shares first  offered to public,  through
     June 30, 1986. Net investment  income and net  unrealized  appreciation  of
     investments, for the period from the initial purchase of shares on December
     18, 1985 through March 19, 1986,  amounted to $.14 and $.94,  respectively,
     per share. All dividends from net investment income, from December 18, 1985
     through March 19, 1986, were distributed to the sole stockholder, Principal
     Mutual Life Insurance Company.

(i)  Period  from  September  30,  1988,  date shares  first  offered to public,
     through  October 31, 1988. Net  investment  income,  aggregating  $.005 per
     share,  for the period  from the  initial  purchase of shares on August 23,
     1988 through September 29, 1988, was recognized and distributed to its sole
     stockholder,  Principal Mutual Life Insurance  Company,  during the period.
     This  represented  activities  of the  Fund  prior  to the  initial  public
     offering of Fund shares.

(j)  Period from December 16, 1992, date shares first offered to public, through
     October 31, 1993. Net investment income, aggregating $.05 per share for the
     period from the initial  purchase  of shares on November  16, 1992  through
     December 15, 1992,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the fund incurred unrealized gains on investments of
     $.13  per  share  during  the  initial  interim  period.  This  represented
     activities of the fund prior to the initial public offering of fund shares.
    
</FN>
</TABLE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions

                                                          Net Realized
                                                               and
                                      Net Asset   Net    Unrealized     Total     Dividends                               Net Asset
                                       Value at  Invest-    Gain        from      from Net   Distributions                 Value at
                                      Beginning   ment   (Loss) on   Investment  Investment      from          Total         End
                                      of Period  Income  Investments Operations    Income    Capital Gains Distributions  of Period

   Princor Bond Fund, Inc.

   
     Class A
     Year Ended October 31,
<S>    <C>                              <C>      <C>        <C>        <C>         <C>          <C>           <C>           <C>
       1995                             $10.27   $.78(b)    $1.16      $1.94       $(.78)       $(.01)        $(.79)        $11.42
       1994                              11.75    .78(b)    (1.47)      (.69)       (.78)        (.01)         (.79)         10.27
       1993                              10.97    .81(b)      .79       1.60        (.81)        (.01)         (.82)         11.75
       1992                              10.65    .85(b)      .32       1.17        (.85)          -           (.85)         10.97
       1991                               9.99    .88(b)      .65       1.53        (.87)          -           (.87)         10.65
       1990                              10.57    .86        (.55)       .31        (.89)          -           (.89)          9.99
       1989                              10.37    .87         .25       1.12        (.86)        (.06)         (.92)         10.57
     Period Ended October 31, 1988(c)     9.95    .80(b)      .38       1.18        (.76)          -           (.76)         10.37

     Class B
     Period Ended October 31, 1995(f)    10.19    .63(b)     1.19       1.82        (.60)          -           (.60)         11.41

   Princor Cash Management Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               1.000   .052(b)     -          .052       (.052)         -           (.052)         1.000
       1994                               1.000   .033(b)     -          .033       (.033)         -           (.033)         1.000
       1993                               1.000   .026(b)     -          .026       (.026)         -           (.026)         1.000
       1992                               1.000   .036(b)     -          .036       (.036)         -           (.036)         1.000
       1991                               1.000   .061(b)     -          .061       (.061)         -           (.061)         1.000
       1990                               1.000   .074(b)     -          .074       (.074)         -           (.074)         1.000
     Four Months Ended
       October 31, 1989(g)                1.000   .027(b)      -         .027       (.027)         -           (.027)         1.000
     Year Ended June 30,
       1989                               1.000   .080(b)     -          .080       (.080)         -           (.080)         1.000
       1988                               1.000   .060        -          .060       (.060)         -           (.060)         1.000
       1987                               1.000   .053        -          .053       (.053)         -           (.053)         1.000
       1986                               1.000   .065        -          .065       (.065)         -           (.065)         1.000

     Class B
     Period Ended October 31, 1995(f)     1.000   .041(b)     -          .041       (.041)         -           (.041)         1.000

   Princor Government Securities
   Income Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              10.28    .71        1.02       1.73        (.70)          -           (.70)         11.31
       1994                              11.79    .69       (1.40)      (.71)       (.68)        (.12)         (.80)         10.28
       1993                              11.44    .74         .55       1.29        (.74)        (.20)         (.94)         11.79
       1992                              11.36    .81         .12        .93        (.81)        (.04)         (.85)         11.44
       1991                              10.54    .85         .84       1.69        (.87)          -           (.87)         11.36
       1990                              10.76    .85        (.22)       .63        (.85)          -           (.85)         10.54
     Four Months Ended
       October 31, 1989(g)               10.66    .29         .09        .38        (.28)          -           (.28)         10.76
     Year Ended June 30,
       1989                              10.33    .87         .32       1.19        (.86)          -           (.86)         10.66
       1988                              10.40    .89        (.05)       .84        (.88)        (.03)         (.91)         10.33
       1987                              10.82    .86        (.13)       .73        (.87)        (.28)        (1.15)         10.40
       1986                              10.55   1.24         .49       1.73       (1.26)        (.20)        (1.46)         10.82

     Class B
     Period Ended October 31, 1995(f)    10.20    .56        1.07       1.63        (.54)          -           (.54)         11.29


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                              Ratios/Supplemental Data

                                                                    Ratio of   Ratio of Net
                                                   Net Assets at  Expenses to   Income to   Portfolio
                                          Total    End of Period    Average      Average    Turnover
                                        Return(a)  (in thousands) Net Assets    Net Assets    Rate

   Princor Bond Fund, Inc.

     Class A
     Year Ended October 31,
<S>    <C>                               <C>         <C>            <C>           <C>          <C>
       1995                              19.73%      $106,962       .94%(b)       7.26%        5.1%
       1994                              (6.01)%       88,801       .95%(b)       7.27%        8.9%
       1993                              15.22%        85,015       .92%(b)       7.19%        9.3%
       1992                              11.45%        62,534       .88%(b)       7.95%        8.4%
       1991                              16.04%        37,825       .80%(b)       8.66%         .9%
       1990                               3.08%        22,719      1.22%          8.40%        3.6%
       1989                              11.54%        13,314      1.24%          8.59%        0.0%
     Period Ended October 31, 1988(c)    11.59%(d)     10,560       .70%(b)(e)    8.85%(e)    63.9%(e)

     Class B
     Period Ended October 31, 1995(f)    17.98%(d)      2,708      1.59%(b)(e)    6.30(e)      5.1%(e)

   Princor Cash Management Fund, Inc.

     Class A
     Year Ended October 31,
       1995                               5.36%       623,864       .72%(b)       5.24%        N/A
       1994                               3.40%       332,346       .70%(b)       3.27%        N/A
       1993                               2.67%       284,739       .67%(b)       2.63%        N/A
       1992                               3.71%       247,189       .65%(b)       3.66%        N/A
       1991                               6.29%       262,543       .61%(b)       5.95%        N/A
       1990                               7.65%       151,007       .93%(b)       7.36%        N/A
     Four Months Ended
       October 31, 1989(g)                2.63%(d)    124,895      1.04%(b)(e)    7.86%(e)     N/A
     Year Ended June 30,
       1989                               8.15%       120,149      1.00% (b)      8.21%        N/A
       1988                               6.18%        51,320      1.02%          6.06%        N/A
       1987                               5.34%        45,015      1.02%          5.33%        N/A
       1986                               6.71%        35,437      1.10%          6.76%        N/A

     Class B
     Period Ended October 31, 1995(f)     4.19(d)         208      1.42%(b)(e)    4.50%(e)     N/A

   Princor Government Securities
   Income Fund, Inc.

     Class A
     Year Ended October 31,
       1995                              17.46%       261,128       .87%          6.57%       10.1%
       1994                              (6.26)%      249,438       .95%          6.35%       24.8%
       1993                              11.80%       236,718       .93%          6.38%       52.6%
       1992                               8.49%       161,565       .95%          7.04%       54.3%
       1991                              16.78%        94,613       .98%          7.80%       14.9%
       1990                               6.17%        71,806      1.07%          8.15%       22.4%
     Four Months Ended
       October 31, 1989(g)                3.63%(d)     55,702      1.07%(e)       8.18%(e)     5.2%(e)
     Year Ended June 30,
       1989                              12.37%        56,848       .96%          8.58%        -
       1988                               8.60%        59,884       .82%          8.65%        -
       1987                               7.00%        65,961       .92%          7.93%       17.6%
       1986                              17.37%        43,576       .60%          9.33%      141.2%

     Class B
     Period Ended October 31, 1995(f)    16.07%(d)      4,699      1.53%(e)      5.68%(e)     10.1%(e)
<FN>
Notes to financial highlights

(a)  Total  Return is  calculated  without  the  front-end  sales  charge or the
contingent deferred sales charge.

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  for  the  periods  (year,   except  as  noted  in  the  financial
     statements)  ended October 31 of the years  indicated,  the following funds
     would have had per share expenses and the ratios of expenses to average net
     assets as shown:

                                Per Share  Ratio of Expenses
                               Net Invest-  to Average Net    Amount
        Fund             Year  ment Income     Assets         Waived

Princor Bond Fund, Inc.
   Class A              1995       $.77       1.02%          $86,018
                        1994        .77       1.09%          120,999
                        1993        .79       1.07%          111,162
                        1992        .82       1.11%          110,868
                        1991        .84       1.15%          100,396
                        1988(c)     .76       1.12%(e)        31,187

   Class B              1995(f)     .62       1.62%(e)           300

Princor Cash Management
  Fund, Inc.
   Class A              1995        .052       .78%          296,255
                        1994        .031       .90%          595,343
                        1993        .025       .84%          468,387
                        1992        .035       .80%          385,328
                        1991        .059       .79%          433,196
                        1990        .073      1.01%          106,841
                        1989**      .026      1.06%(e)       101,625
                        1989*       .079      1.11%            9,558

   Class B              1995(f)     .041      1.63%(e)           104

*   Year ended June 30, 1989
**  Four months ended October 31, 1989

(c)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.10 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987, was  recognized of which $.06 per share was  distributed
     to its sole stockholder,  Principal Mutual Life Insurance  Company,  during
     the period.  Additionally,  the Fund  incurred net realized and  unrealized
     losses on investments of $.09 per share during this initial interim period.
     This  represented  activities  of the  fund  prior  to the  initial  public
     offering of fund shares.

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  Certain of the Income  Funds Class B
     shares recognized net investment income as follows, for the period from the
     initial  purchase of Class B shares on December 5, 1994 through December 8,
     1994,  none of  which  was  distributed  to the sole  shareholder,  Princor
     Management  Corporation.  Additionally,  the  Income  Funds  Class B shares
     incurred unrealized loss during the initial interim period as follows. This
     represented  Class B share  activities  of each fund prior to the  intitial
     public offering of Class B shares:

                                    Per Share           Per Share
                                 Net Investment        Unrealized
              Fund                   Income             (Loss)
              --------------------------------------------------
     Princor Bond Fund, Inc.          .01                  -
     Princor Government Securities
       Income Fund, Inc.              .01                (.02)

(g) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
October 3l.
    
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

Selected data for a share of Capital Stock outstanding throughout each period:

                                                  Income from Investment Operations          Less Distributions

   
                                                          Net Realized
                                                              and
                                       Net Asset    Net    Unrealized     Total    Dividends                              Net Assets
                                       Value at   Invest-     Gain        from      from Net  Distributions               Value at
                                       Beginning   ment    (Loss) on   Investment  Investment      from          Total        End
                                       of Period  Income  Investments  Operations    Income   Capital Gains Distributions of Period
   Princor High Yield Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                              <C>       <C>        <C>         <C>        <C>           <C>          <C>          <C>
       1995                             $ 7.83    $ .68      $ .20       $  .88     $ (.65)       $  -         $ (.65)      $8.06
       1994                               8.36      .63       (.51)         .12       (.65)          -           (.65)       7.83
       1993                               8.15      .71        .21          .92       (.71)          -           (.71)       8.36
       1992                               7.86      .79        .29         1.08       (.79)          -           (.79)       8.15
       1991                               7.12      .88        .80         1.68       (.94)          -           (.94)       7.86
       1990                               9.47     1.10      (2.35)       (1.25)     (1.09)         (.01)       (1.10)       7.12
       1989                              10.44     1.10       (.83)         .27      (1.09)         (.15)       (1.24)       9.47
     Period Ended October 31, 1988(b)     9.97      .98(c)     .38         1.36       (.89)          -           (.89)      10.44
     Class B
     Period Ended October 31, 1995(f)     7.64      .53        .38          .91       (.50)          -           (.50)       8.05


   Princor Tax-Exempt Bond Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              10.93      .65       1.05         1.70       (.65)          -           (.65)      11.98
       1994                              12.62      .64      (1.54)        (.90)      (.63)         (.16)        (.79)      10.93
       1993                              11.62      .66       1.11         1.77       (.66)         (.11)        (.77)      12.62
       1992                              11.47      .68        .19          .87       (.69)         (.03)        (.72)      11.62
       1991                              10.82      .69        .68         1.37       (.70)         (.02)        (.72)      11.47
       1990                              11.06      .68       (.25)         .43       (.67)          -           (.67)      10.82
     Four Months Ended
       October 31, 1989(g)               11.18      .22       (.12)         .10       (.22)          -           (.22)      11.06
     Year Ended June 30,
       1989                              10.40      .69        .77         1.46       (.68)          -           (.68)      11.18
       1988                              10.51      .71        .06          .77       (.72)         (.16)        (.88)      10.40
       1987                              10.75      .72       (.11)         .61       (.73)         (.12)        (.85)      10.51
     Period Ended June 30, 1986 (h)      10.95      .22       (.24)        (.02)      (.18)          -           (.18)      10.75
     Class B
     Period Ended October 31, 1995(f)    10.56      .50       1.38         1.88       (.48)          -           (.48)      11.96

   Princor Tax-Exempt Cash
   Management Fund, Inc.
     Class A
     Year Ended October 31,
       1995                               1.000     .032(c)    -            .032      (.032)         -           (.032)      1.000
       1994                               1.000     .021(c)    -            .021      (.021)         -           (.021)      1.000
       1993                               1.000     .020(c)    -            .020      (.020)         -           (.020)      1.000
       1992                               1.000     .028(c)    -            .028      (.028)         -           (.028)      1.000
       1991                               1.000     .043(c)    -            .043      (.043)         -           (.043)      1.000
       1990                               1.000     .053(c)    -            .053      (.053)         -           (.053)      1.000
       1989                               1.000     .058(c)    -            .058      (.058)         -           (.058)      1.000
     Period Ended October 31, 1988(i)     1.000     .005(c)    -            .005      (.005)         -           (.005)      1.000
     Class B
     Period Ended October 31, 1995(f)     1.000     .021(e)    -            .021      (.021)         -           (.021)      1.000

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1995                               9.25      .48(c)    1.70         2.18       (.49)          -           (.49)      10.94
       1994                              11.45      .46(c)   (2.19)       (1.73)      (.45)         (.02)        (.47)       9.25
     Period Ended October 31, 1993(j)    10.18      .35(c)    1.27         1.62       (.35)          -           (.35)      11.45
     Class B
     Period Ended October 31, 1995(f)     9.20      .40(c)    1.77         2.17       (.44)          -           (.44)      10.93
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                              Ratios/Supplemental Data


                                                                              Ratio of Net
                                                                   Ratio of    Investment
                                                   Net Assets at  Expenses to  Income to   Portfolio
                                         Total     End of Period   Average      Average     Turnover
                                         Return(a) (in thousands) Net Assets  Net Assets      Rate
   Princor High Yield Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                               <C>         <C>            <C>          <C>         <C>
       1995                              11.73%      $ 23,396       1.45%        8.71%       40.3%
       1994                               1.45%        19,802       1.46%        7.82%       27.2%
       1993                              11.66%        19,154       1.35%        8.57%       23.4%
       1992                              14.35%        16,359       1.41%        9.69%       28.2%
       1991                              25.63%        13,195       1.50%       12.06%       14.2%
       1990                             (14.51)%        9,978       1.45%       12.99%       15.8%
       1989                               2.68%        12,562       1.43%       11.22%       19.9%
     Period Ended October 31, 1988(b)    14.15%(d)     10,059        .77%(e)(c) 10.55%(e)    73.2%(e)
     Class B
     Period Ended October 31, 1995(f)    12.20%(c)        633       2.10%(d)     7.78%(d)    40.3%(d)

   Princor Tax-Exempt Bond Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              16.03%       179,715        .83%        5.67%       17.6%
       1994                              (7.41)%      171,425        .91%        5.49%       20.6%
       1993                              15.70%       177,480        .89%        5.45%       20.3%
       1992                               7.76%       106,661        .99%        5.96%       22.9%
       1991                              13.09%        62,755       1.01%        6.24%       13.1%
       1990                               4.06%        46,846       1.11%        6.31%        2.6%
     Four Months Ended
       October 31, 1989(g)                 .90%(d)     36,877       1.24%(e)     6.18%(e)     5.1% (e)
     Year Ended June 30,
       1989                              14.64%        31,278       1.07%        6.54%        2.1%
       1988                               7.76%        22,812        .95%        7.00%       11.0%
       1987                               5.60%        19,773        .70%        6.70%       40.8%
     Period Ended June 30, 1986 (h)       (.16)%(d)     8,486        .20%(e)     8.60%(e)     0.0%(e)
     Class B
     Period Ended October 31, 1995(f)    17.97%(c)      3,486       1.51%(d)     4.78%(d)    17.6%(d)

   Princor Tax-Exempt Cash
   Management Fund, Inc.
     Class A
     Year Ended October 31,
       1995                               3.24%        99,887        .69%(e)     3.19%         N/A
       1994                               2.11%        79,736        .67%(c)     2.08%         N/A
       1993                               1.99%        79,223        .66%(c)     1.96%         N/A
       1992                               2.86%        69,224        .65%(c)     2.84%         N/A
       1991                               4.36%        71,469        .61%(c)     4.27%         N/A
       1990                               5.40%        58,301        .71%(c)     5.26%         N/A
       1989                               5.88%        42,639        .60%(c)     5.78%         N/A
     Period Ended October 31, 1988(i)      .47%(d)     6,000        .26%(e)(c)  5.24%(e)      N/A
     Class B
     Period Ended October 31, 1995(f)     2.19%(c)         27       1.42%(d)(e)  2.40%(d)      N/A

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1995                              24.36%        65,873       1.04%(e)     4.95%       13.0%
       1994                             (15.20)%       56,747       1.00%(c)     4.89%       13.8%
     Period Ended October 31, 1993(j)    15.92%(d)     50,372       1.00%(e)(c)  4.48%(e)     4.3%(e)
     Class B
     Period Ended October 31, 1995(f)    24.18%(c)      3,952       1.72%(d)(e)  3.84%(d)    13.0%(d)
<FN>
Notes to financial highlights

(a)  Total  Return is  calculated  without  the  front-end  sales  charge or the
contingent deferred sales charge.

(b)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988. Net investment income, aggregating $.10 per share for the
     period  from the initial  purchase  of shares on October  30, 1987  through
     December 17, 1987, was  recognized of which $.06 per share was  distributed
     to its sole stockholder,  Principal Mutual Life Insurance  Company,  during
     the period.  Additionally,  the Fund  incurred net realized and  unrealized
     losses on investments of $.09 per share during this initial interim period.
     This  represented  activities  of the  fund  prior  to the  initial  public
     offering of Fund shares.

(c)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses for the periods  (year  except as noted)  ended  October 31 of the
     years indicated,  the following funds would have had per share expenses and
     the ratios of expenses to average net assets as shown:

                                Per Share  Ratio of Expenses
                               Net Invest-  to Average Net    Amount
        Fund            Year   ment Income     Assets         Waived
Princor High Yield
  Fund, Inc.            1988(b)   $.95         1.33%(e)     $  32,609

Princor Tax-Exempt Cash
  Management Fund, Inc.
   Class A              1995       .031         .84%          138,574
                        1994       .019         .85%          150,515
                        1993       .018         .83%          131,442
                        1992       .026         .82%          134,497
                        1991       .040         .83%          147,279
                        1990       .050         .96%          123,656
                        1989       .053        1.04%          125,604
                        1988(i)    .004         .76%(e)         2,630
   Class B              1995(f)    .018        1.89%(e)            99

Princor Utilities
  Fund, Inc.
   Class A              1995       .46         1.30%          151,145
                        1994       .41         1.50%          284,836
                        1993(j)    .32         1.54%(e)       139,439
   Class B              1995(f)    .40         1.81%(e)         1,339

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  Certain of the Income  Funds Class B
     shares recognized net investment income as follows, for the period from the
     initial  purchase of Class B shares on December 5, 1994 through December 8,
     1994,  none of  which  was  distributed  to the sole  shareholder,  Princor
     Management  Corporation.  Additionally,  the  Income  Funds  Class B shares
     incurred unrealized loss during the initial interim period as follows. This
     represented  Class B share  activities  of each fund  prior to the  initial
     public offering of Class B shares:

                                      Per Share       Per Share
                                    Net Investment   Unrealized
                 Fund                  Income          (Loss)
     Princor High Yield Fund, Inc.      .01            (0.03)
     Princor Tax-Exempt
       Bond Fund, Inc.                   -             (0.05)
     Princor Utilities Fund, Inc.       .01            (0.01)

(g) Effective July 1, 1989, the fund changed its fiscal year-end from June 30 to
October 3l.

(h)  Period from March 20, 1986,  date shares first  offered to public,  through
     June 30, 1986. Net investment  income and net  unrealized  appreciation  of
     investments, for the period from the initial purchase of shares on December
     18, 1985 through March 19, 1986,  amounted to $.14 and $.94,  respectively,
     per share. All dividends from net investment income, from December 18, 1985
     through March 19, 1986, were distributed to the sole stockholder, Principal
     Mutual Life Insurance Company.

(i)  Period  from  September  30,  1988,  date shares  first  offered to public,
     through  October 31, 1988. Net  investment  income,  aggregating  $.005 per
     share,  for the period  from the  initial  purchase of shares on August 23,
     1988 through September 29, 1988, was recognized and distributed to its sole
     stockholder,  Principal Mutual Life Insurance  Company,  during the period.
     This  represented  activities  of the  Fund  prior  to the  initial  public
     offering of Fund shares.

(j)  Period from December 16, 1992, date shares first offered to public, through
     October 31, 1993. Net investment income, aggregating $.05 per share for the
     period from the initial  purchase  of shares on November  16, 1992  through
     December 15, 1992,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the fund incurred unrealized gains on investments of
     $.13  per  share  during  the  initial  interim  period.  This  represented
     activities of the fund prior to the initial public offering of fund shares.
    
</FN>
<PAGE>
The Boards of Directors and Shareholders 
Princor Balanced Fund, Inc. 
Princor Blue Chip Fund, Inc. 
Princor Capital Accumulation Fund, Inc. 
Princor Emerging Growth Fund, Inc. 
Princor Growth Fund, Inc. 
Princor World Fund, Inc. 
Princor Bond Fund, Inc. 
Princor Cash Management Fund, Inc. 
Princor Government Securities Income Fund, Inc. 
Princor High Yield Fund, Inc. 
Princor Tax-Exempt Bond Fund, Inc. 
Princor Tax-Exempt Cash Management Fund, Inc. 
Princor Utilities Fund, Inc. 

     We have audited the  accompanying  statements of assets and  liabilities of
     The Princor Growth Funds [comprising,  respectively, Princor Balanced Fund,
     Inc.  (formerly  known as Princor  Managed Fund,  Inc.),  Princor Blue Chip
     Fund,  Inc.,  Princor Capital  Accumulation  Fund,  Inc.,  Princor Emerging
     Growth Fund, Inc., Princor Growth Fund, Inc., and Princor World Fund, Inc.]
     and The Princor Income Funds (comprising,  respectively, Princor Bond Fund,
     Inc.,  Princor Cash Management Fund, Inc.,  Princor  Government  Securities
     Income Fund, Inc.,  Princor High Yield Fund, Inc.,  Princor Tax-Exempt Bond
     Fund,  Inc.,  Princor  Tax-Exempt Cash Management  Fund,  Inc., and Princor
     Utilities  Fund,  Inc.),  including  the  schedules of  investments,  as of
     October 31, 1995,  and the related  statements of  operations  for the year
     then  ended,  the  statements  of changes in net assets for each of the two
     years in the period then ended,  and the financial  highlights  for each of
     the periods  indicated  therein.  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  generally  accepted  auditing
     standards.  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
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the  financial  statements.  Our  procedures  included  confirmation  of
     securities  owned  as of  October  31,  1995,  by  correspondence  with the
     custodians  and brokers.  An audit also includes  assessing the  accounting
     principles  used and significant  estimates made by management,  as well as
     evaluating the overall financial  statement  presentation.  We believe that
     our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements and financial highlights referred
     to above present fairly, in all material  respects,  the financial position
     of each of the respective  funds  constituting The Princor Growth Funds and
     The  Princor  Income  Funds at October 31,  1995,  and the results of their
     operations  for the year then  ended,  the  changes in their net assets for
     each  of the  two  years  in the  period  then  ended,  and  the  financial
     highlights for each of the periods  indicated  therein,  in conformity with
     generally accepted accounting principles.

     Des Moines, Iowa November 22, 1995
                                                              Ernst & Young LLP 
<PAGE>

</TABLE>
Information  for  federal  income  tax  purposes  is  presented  as  an  aid  to
shareholders in reporting the dividend  distributions shown below.  Shareholders
should consult a tax adviser on how to report these  distributions for state and
local purposes. 
<TABLE>
<CAPTION>


                                                       Period Ended October 31, 1995 

                                         Per Share                                        Per Share 
                               Income Dividend Distributions                     Capital Gain Distributions 
                                                                                                                          Total 
                                                                                                           Total        Dividends 
                     Payable         Per      Total      Deductible      Payable    Long-      Short-   Capital Gain        and 
                      Date          Share   Dividends    Percentage*      Date      Term**    Term***   Distributions  Distributions

   Princor Balanced Fund, Inc. 
<S>                    <C>         <C>       <C>           <C>          <C>       <C>                     <C>              <C>
       A Shares        12/30/94    $.0925                  34.01%       12/01/94   $.0547             
                         4/3/95     .0850                  30.43% 
                         7/3/95     .0900                  29.47% 
                        10/2/95     .0925                  27.22% 
                                             $.3600                                                       $  .0547          $.4147 
       B Shares        12/30/94    $.0925                  34.01%                      
                         4/3/95     .0630                  30.43% 
                         7/3/95     .0686                  29.47% 
                        10/2/95     .0733                  27.22% 
                                             $.2974                                                                         $.2974 

   Princor Blue Chip Fund, Inc.      
       A Shares        12/30/94    $.0550                  85.16%                      
                         4/3/95     .0500                  81.80% 
                         7/3/95     .0500                  85.88% 
                        10/2/95     .0600                  85.94% 
                                             $.2150                                                                         $.2150 
       B Shares        12/30/94    $.0550                  85.16%                      
                         4/3/95     .0271                  81.80% 
                         7/3/95     .0271                  85.88% 
                        10/2/95     .0382                  85.94% 
                                             $.1474                                                                         $.1474 

   Princor Capital Accumulation Fund, Inc.      
       A Shares        12/30/94    $.1913                  93.78%       12/01/94    $.3438                         
                         7/3/95     .2020                  93.34% 
                                             $.3933                                                         $.3438          $.7371 
       B Shares        12/30/94    $.1913                  93.78%                                  
                         7/3/95     .1126                  93.34% 
                                             $.3039                                                                         $.3039 

   Princor Emerging Growth Fund, Inc.           
       A Shares        12/30/94    $.0155                  43.43%       12/01/94    $.1441                         
                         7/3/95     .0400                  44.54% 
                                             $.0555                                                         $.1441           $.1996 
       B Shares        12/30/94    $.0155                  43.43%                                  
                         7/3/95     .0050                  44.54% 
                                             $.0205                                                                         $.0205 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                       Period Ended October 31, 1995 

                                         Per Share                                   Per Share 
                               Income Dividend Distributions                  Capital Gain Distributions 
                                                                                                                           Total 
                                                                                                            Total        Dividends 
                        Payable      Per      Total      Deductible      Payable    Long-      Short-   Capital Gain        and 
                         Date       Share   Dividends    Percentage*      Date      Term**    Term***   Distributions  Distributions

   Princor Growth Fund, Inc.    
<S>                    <C>         <C>        <C>          <C>          <C>        <C>         <C>           <C>            <C>
       A Shares        12/30/94    $.1420                  65.74%       12/01/94    $.5052      $.1220             
                         7/3/95     .1700                  62.80% 
                                              $.3120                                                         $.6272          $.9392 
       B Shares        12/30/94    $.1420                  65.74%                                  
                         7/3/95     .0564                  62.80% 
                                              $.1984                                                                         $.1984 

   Princor Utilities Fund, Inc.      
       A Shares        12/30/94    $.1325                  94.19%                      
                         4/3/95     .1200                  93.02% 
                         7/3/95     .1200                  96.51% 
                        10/2/95     .1200                  97.48%                
                                              $.4925                                                                         $.4925 
       B Shares        12/30/94    $.1325                  94.19%                      
                         4/3/95     .1033                  93.02% 
                         7/3/95     .1033                  96.51% 
                        10/2/95     .1033                  97.48%                
                                              $.4424                                                                         $.4424 

   Princor World Fund, Inc.     
       A Shares        12/30/94     .0345                    .00%       12/01/94    $.1532       $.0314             
                                               .0345                                                    $.1846              $.2191 
       B Shares        12/30/94     .0345                     
                                               .0345         .00%                                                           $.0345 

<FN>

   *Percent qualifying for deduction by shareholders who are corporations. 
   **Taxable as long-term capital gain. 
   ***Taxable at ordinary income rates. 
</FN>
</TABLE>



                            ARTICLES OF INCORPORATION


                                       OF

                       PRINCOR SHORT-TERM BOND FUND, INC.

                                    ARTICLE I
                                  Incorporator

     The undersigned Arthur S. Filean and Michael D. Roughton, whose post office
address is The Principal Financial Group, Des Moines, Iowa 50392, being at least
18 years of age, incorporators, hereby form a corporation under and by virtue of
the laws of Maryland.

                                   ARTICLE II
                                      Name

     The  name  of  the  corporation  is  Princor  Short-Term  Bond  Fund,  Inc.
hereinafter called the "Corporation."

                                   ARTICLE III
                          Corporate Purposes and Powers

     The Corporation is formed for the following purposes:

     (1) To conduct and carry on the business of an investment company.

     (2) To hold,  invest  and  reinvest  its  assets  in  securities  and other
investments or to hold part or all of its assets in cash.

     (3) To issue and sell  shares of its capital  stock in such  amounts and on
such terms and  conditions  and for such purposes and for such amount or kind of
consideration as may now or hereafter be permitted by law.

     (4) To redeem,  purchase or acquire in any other manner,  hold, dispose of,
resell,  transfer,  reissue or cancel  (all  without  the vote or consent of the
stockholders of the Corporation)  shares of its capital stock, in any manner and
to the  extent  now or  hereafter  permitted  by law and by  these  Articles  of
Incorporation.

     (5)  To do any  and  all  additional  acts  and to  exercise  any  and  all
additional  powers or rights as may be  necessary,  incidental,  appropriate  or
desirable for the accomplishment of all or any of the foregoing purposes.

     To carry out all or any part of the foregoing objects as principal, factor,
agent, contractor, or otherwise,  either alone or through or in conjunction with
any person, firm,  association or corporation,  and, in carrying on its business
and for the purpose of attaining or furnishing  any of its objects and purposes,
to make and perform any contracts and to do any acts and things, and to exercise
any powers suitable,  convenient or proper for the  accomplishment of any of the
objects and  purposes  herein  enumerated  or  incidental  to the powers  herein
specified,  or which at any time may appear  conducive to or  expedient  for the
accomplishment of any such objects and purposes.

     To carry out all or any part of the aforesaid objects and purposes,  and to
conduct  its  business  in all or any  of its  branches,  in any or all  states,
territories,  districts and  possessions  of the United States of America and in
foreign  countries;  and to maintain  offices and agencies in any or all states,
territories,  districts and  possessions  of the United States of America and in
foreign countries.

     The foregoing objects and purposes shall, except when otherwise  expressed,
be in no way limited or restricted  by reference to or inference  from the terms
of any  other  clause  of  this  or any  other  article  of  these  Articles  of
Incorporation  or of any  amendment  thereto,  and  shall  each be  regarded  as
independent, and construed as powers as well as objects and purposes.

     The  Corporation  shall be  authorized  to  exercise  and  enjoy all of the
powers,  rights and privileges granted to, or conferred upon,  corporations of a
similar  character by the Maryland  General  Corporation Law now or hereafter in
force,  and the  enumeration  of the  foregoing  powers  shall  not be deemed to
exclude any powers, rights or privileges so granted or conferred.

                                   ARTICLE IV

                       Principal Office and Resident Agent

     The post office address of the principal  office of the Corporation in this
State is c/o The Corporation  Trust  Incorporated,  32 South Street,  Baltimore,
Maryland 21202.  The name of the resident agent of the Corporation in this State
is The Corporation Trust Incorporated, a corporation of this State, and the post
office  address of the resident  agent is 32 South Street,  Baltimore,  Maryland
21202.

                                    ARTICLE V
                                  Capital Stock

     Section 1. Authorized Shares: The total number of shares of stock which the
Corporation  shall have authority to issue is one hundred million  (100,000,000)
shares,  of the par value of one cent ($.01) each and of the aggregate par value
of one million  dollars  ($1,000,000).  The shares may be issued by the Board of
Directors in such separate and distinct  classes as the Board of Directors shall
from time to time create and establish.  The Board of Directors  shall have full
power and authority, in its sole discretion, to establish and designate classes,
and to classify or reclassify  any unissued  shares in separate  classes  having
such  preferences,  conversion or other  rights,  voting  powers,  restrictions,
limitations  as to  dividends,  qualifications,  and  terms  and  conditions  of
redemption  as shall be fixed and  determined  from time to time by the Board of
Directors.  Expenses  related  to the  distribution  of,  and  other  identified
expenses that should properly be allocated to, the shares of a particular  class
may be charged to and borne  solely by such  class,  and the bearing of expenses
solely by a class may be appropriately  reflected (in a manner determined by the
Board of Directors) and cause  differences  in the net asset value  attributable
to, and the dividend,  redemption and liquidation  rights of, the shares of each
class.  Subject to the  authority  of the Board of  Directors  to  increase  and
decrease the number of, and to reclassify  the,  shares of any class,  there are
hereby  established  two classes of common stock,  each comprising the number of
shares and having the designation indicated:

          Class                         Number of Shares
         Class A                           25,000,000
         Class B                           25,000,000

In addition,  the Board of Directors is hereby  expressly  granted  authority to
change the  designation  of any class,  to increase  or  decrease  the number of
shares of any class,  provided  that the number of shares of any class shall not
be decreased by the Board of Directors  below the number of shares  thereof then
outstanding, and to reclassify any unissued shares into one or more classes that
may be  established  and  designated  from  time to  time.  Notwithstanding  the
designations  herein of classes,  the Corporation may refer, in prospectuses and
other  documents  furnished  to  shareholders,  filed  with the  Securities  and
Exchange  Commission  or used for  other  purposes,  to a class of  shares  as a
"series" .

         (a)  The   Corporation   may  issue  shares  of  stock  in   fractional
     denominations  to the same  extent  as its  whole  shares,  and  shares  in
     fractional  denominations shall be shares of stock having  proportionately,
     to the respective  fractions  represented  thereby, all the rights of whole
     shares,  including  without  limitation,  the  right to vote,  the right to
     receive  dividends  and  distributions  and the right to  participate  upon
     liquidation of the Corporation,  but excluding the right to receive a stock
     certificate representing fractional shares.

         (b) The  holder  of each  share of stock  of the  Corporation  shall be
     entitled to one vote for each full share,  and a  fractional  vote for each
     fractional share, of stock, irrespective of the class, then standing in the
     holder's name on the books of the Corporation. On any matter submitted to a
     vote of  stockholders,  all  shares  of the  Corporation  then  issued  and
     outstanding and entitled to vote shall be voted in the aggregate and not by
     class  except that (1) when  otherwise  expressly  required by the Maryland
     General  Corporation Law or the Investment Company Act of 1940, as amended,
     shares  shall  be  voted  by  individual  class,  and (2) if the  Board  of
     Directors,  in its sole  discretion,  determines  that a matter affects the
     interests of only one or more  particular  classes then only the holders of
     shares of such affected class or classes shall be entitled to vote thereon.

         (c)  Unless  otherwise  provided  in the  resolution  of the  Board  of
     Directors  providing for the establishment and designation of any new class
     or classes, each class of stock of the Corporation shall have the following
     powers,  preferences  and rights,  and  qualifications,  restrictions,  and
     limitations thereof:

              (1) Assets Belonging to a Class. All consideration received by the
         Corporation  for the  issue or sale of shares  of a  particular  class,
         together  with all assets in which such  consideration  is  invested or
         reinvested,   all  income,  earnings,  profits  and  proceeds  thereof,
         including any proceeds  derived from the sale,  exchange or liquidation
         of such assets, and any funds or payments derived from any reinvestment
         of such  proceeds in whatever  form the same may be, shall  irrevocably
         belong to that class for all  purposes,  subject  only to the rights of
         creditors,  and shall be so recorded upon the books and accounts of the
         Corporation. Such consideration,  assets, income, earnings, profits and
         proceeds  thereof,  including  any  proceeds  derived  from  the  sale,
         exchange  or  liquidation  of such  assets,  and any funds or  payments
         derived from any  reinvestment  of such  proceeds,in  whatever form the
         same may be, together with any General Items allocated to that class as
         provided in the following  sentence,  are herein referred to as "assets
         belonging  to" that  class.  In the event  that  there are any  assets,
         income,  earnings,  profits,  proceeds thereof, funds or payments which
         are not readily  identifiable  as  belonging  to any  particular  class
         (collectively  "General Items"),  such General Items shall be allocated
         by or under the  supervision of the Board of Directors to and among any
         one or more of the classes established and designated from time to time
         in such manner and on such basis as the Board of Directors, in its sole
         discretion,  deems  fair  and  equitable,  and  any  General  Items  so
         allocated to a particular  class shall belong to that class.  Each such
         allocation by the Board of Directors  shall be  conclusive  and binding
         for all purposes.  Notwithstanding the foregoing,  the assets belonging
         to the Class A Shares and to the Class B Shares need not be  segregated
         or recorded separately on the books and records of the Corporation, and
         reference   herein  to  each  of  those  classes  shall  refer  to  the
         proportional  interest of that class in the aggregate  assets belonging
         to both classes.

              (2) Liabilities Belonging to a Class. The assets belonging to each
         particular   class  shall  be  charged  with  the  liabilities  of  the
         Corporation in respect of that class and all expenses,  costs,  charges
         and reserves  attributable to that class, and any general  liabilities,
         expenses,  costs,  charges or reserves of the Corporation which are not
         readily  identifiable  as  belonging to any  particular  class shall be
         allocated  and  charged  by or under  the  supervision  of the Board of
         Directors to and among any one or more of the classes  established  and
         designated  from time to time in such  manner  and on such basis as the
         Board of Directors,  in its sole discretion,  deems fair and equitable.
         The liabilities, expenses, costs, charges and reserves allocated and so
         charged to a class are herein referred to as "liabilities belonging to"
         that class. Each allocation of liabilities,  expenses,  costs,  charges
         and reserves by the Board of Directors  shall be conclusive and binding
         for all purposes.

              (3)  Dividends.  The  Board of  Directors  may  from  time to time
         declare and pay dividends or distributions, in stock, property or cash,
         on any or all  classes  of  stock,  the  amount of such  dividends  and
         property  distributions  and the  payment of them  being  wholly in the
         discretion of the Board of Directors.  Dividends may be declared  daily
         or otherwise pursuant to a standing  resolution or resolutions  adopted
         only  once or  with  such  frequency  as the  Board  of  Directors  may
         determine, after providing for actual and accrued liabilities belonging
         to that class. All dividends or distributions on shares of a particular
         class  shall be paid only out of  surplus or other  lawfully  available
         assets determined by the Board of Directors as belonging to such class.
         The Board of Directors shall have the power, in its sole discretion, to
         distribute  in  any  fiscal  year  as  dividends,  including  dividends
         designated in whole or in part as capital gains distributions,  amounts
         sufficient,  in the  opinion of the Board of  Directors,  to enable the
         Corporation,  or where applicable each class of shares, to qualify as a
         regulated  investment  company under the Internal Revenue Code of 1986,
         as  amended,  or any  successor  or  comparable  statute  thereto,  and
         regulations  promulgated  thereunder,  and to avoid  liability  for the
         Corporation,  or each class of shares,  for  Federal  income and excise
         taxes in respect of that or any other year.

              (4)   Liquidation.   In  the  event  of  the  liquidation  of  the
         Corporation or of the assets  attributable to a particular  class,  the
         shareholders of each class that has been established and designated and
         is being liquidated shall be entitled to receive,  as a class, when and
         as  declared  by the  Board of  Directors,  the  excess  of the  assets
         belonging to that class over the  liabilities  belonging to that class.
         The holders of shares of any class shall not be entitled thereby to any
         distribution  upon  liquidation  of any  other  class.  The  assets  so
         distributable  to the  shareholder  of any  particular  class  shall be
         distributed  among  such  shareholders  according  to their  respective
         rights  taking into  account the proper  allocation  of expenses  being
         borne by that class.  The  liquidation  of assets  attributable  to any
         particular  class in which  there are shares  then  outstanding  may be
         authorized  by vote of a  majority  of the Board of  Directors  then in
         office, subject to the approval of a majority of the outstanding voting
         securities of that class,  as defined in the Investment  Company Act of
         1940,  as amended.  In the event that there are any general  assets not
         belonging  to  any   particular   class  of  stock  and  available  for
         distribution,  such  distribution  shall be made to holders of stock of
         various classes in such proportion as the Board of Directors determines
         to be fair  and  equitable,  and  such  determination  by the  Board of
         Directors shall be conclusive and binding for all purposes.

              (5) Redemption.  All shares of stock of the Corporation shall have
         the redemption rights provided for in Article V, Section 5.

         (d) The  Corporation's  shares of stock are  issued  and sold,  and all
     persons who shall acquire stock of the Corporation  shall acquire the same,
     subject to the  condition  and  understanding  that the  provisions  of the
     Corporation's  Articles  of  Incorporation,  as from time to time  amended,
     shall be binding upon them.

     Section 2.  Quorum  Requirements  and Voting  Rights:  Except as  otherwise
expressly  provided by the  Maryland  General  Corporation  Law, the presence in
person or by proxy of the holders of one-third of the shares of capital stock of
the  Corporation  outstanding  and entitled to vote thereat  shall  constitute a
quorum at any meeting of the stockholders,  except that where the holders of any
class are required or permitted to vote as a class,  one-third of the  aggregate
number of shares of that class outstanding and entitled to vote shall constitute
a quorum.

     Notwithstanding any provision of Maryland General Corporation Law requiring
a greater proportion than a majority of the votes of all classes or of any class
of the Corporation's stock entitled to be cast in order to take or authorize any
action,  any such action may be taken or authorized  upon the  concurrence  of a
majority of the aggregate number of votes entitled to be cast thereon subject to
the applicable  laws and  regulations as from time to time in effect or rules or
orders of the Securities and Exchange  Commission or any successor thereto.  All
shares of stock of this Corporation shall have the voting rights provided for in
Article V, Section 1, paragraph (b).

     Section 3. No  Preemptive  Rights:  No holder of shares of capital stock of
the Corporation  shall, as such holder,  have any right to purchase or subscribe
for any shares of the capital stock of the Corporation which the Corporation may
issue or sell (whether consisting of shares of capital stock authorized by these
Articles  of  Incorporation,  or  shares  of  capital  stock of the  Corporation
acquired by it after the issue  thereof,  or other  shares) other than any right
which  the  Board  of  Directors  of the  Corporation,  in its  discretion,  may
determine.

    Section 4.  Determination  of Net Asset  Value:  The net asset value of each
shares of the Corporation,  or of each class,  shall be the quotient obtained by
dividing the value of the net assets of the Corporation, or if applicable of the
class  (being the value of the assets of the  Corporation  or of the  particular
class less its actual and accrued  liabilities  exclusive  of capital  stock and
surplus),  by the total number of outstanding  shares of the  Corporation or the
class, as applicable.  Such determination may be made on a class-by-class  basis
and shall include any expenses allocated to a specific class thereof.  The Board
of  Directors  may  adopt  procedures  for  determination  of  net  asset  value
consistent with the requirements of applicable  statutes and regulations and, so
far as accounting  matters are  concerned,  with generally  accepted  accounting
principles.  The  procedures  may include,  without  limitation,  procedures for
valuation  of the  Corporation's  portfolio  securities  and other  assets,  for
accrual of expenses or creation  of reserves  and for the  determination  of the
number of shares issued and outstanding at any given time.

     Section  5.  Redemption  and  Repurchase  of Shares of Capital  Stock:  Any
shareholder may redeem shares of the Corporation for the net asset value of each
class or series thereof by presentation of an appropriate request, together with
the  certificates,  if any, for such  shares,  duly  endorsed,  at the office or
agency designated by the Corporation.  Redemptions as aforesaid, or purchases by
the Corporation of its own stock, shall be made in the manner and subject to the
conditions contained in the bylaws or approved by the Board of Directors.

     Section 6.  Purchase  of  Shares:  The  Corporation  shall be  entitled  to
purchase  shares of any  class of its  capital  stock,  to the  extent  that the
Corporation may lawfully effect such purchase under Maryland General Corporation
Law, upon such terms and conditions and for such  consideration  as the Board of
Directors shall deem advisable, by agreement with the stockholder at a price not
exceeding the net asset value per share computed in accordance with Section 4 of
this Article.

     Section 7.  Redemption of Minimum Amounts:

         (a) If after giving effect to a request for redemption by a stockholder
     the aggregate net asset value of his remaining  shares of any class will be
     less than the  Minimum  Amount  then in effect,  the  Corporation  shall be
     entitled to require the  redemption of the  remaining  shares of such class
     owned by such  stockholder,  upon notice given in accordance with paragraph
     (c) of this Section, to the extent that the Corporation may lawfully effect
     such redemption under Maryland General Corporation Law.

         (b) The term "Minimum Amount" when used herein shall mean Three Hundred
     Dollars ($300) unless  otherwise  fixed by the Board of Directors from time
     to time,  provided that the Minimum Amount may not in any event exceed Five
     Thousand Dollars ($5,000).

         (c) If any  redemption  under  paragraph  (a) of this  Section  is upon
     notice, the notice shall be in writing personally delivered or deposited in
     the mail,  at least thirty days prior to such  redemption.  If mailed,  the
     notice shall be addressed to the  stockholder at his post office address as
     shown on the books of the Corporation,  and sent by certified or registered
     mail,  postage  prepaid.  The price for shares  redeemed by the Corporation
     pursuant  to  paragraph  (a) of this  Section  shall  be paid in cash in an
     amount equal to the net asset value of such shares,  computed in accordance
     with Section 4 of this Article.

     Section 8. Mode of Payment:  Payment by the  Corporation  for shares of any
class of the capital stock of the  Corporation  surrendered to it for redemption
shall be made by the  Corporation  within seven  business days of such surrender
out of the funds legally available  therefor,  provided that the Corporation may
suspend the right of the holders of capital stock of the  Corporation  to redeem
shares of capital  stock and may  postpone  the right of such holders to receive
payment for any shares when  permitted  or required to do so by law.  Payment of
the  redemption  or purchase  price may be made in cash or, at the option of the
Corporation, wholly or partly in such portfolio securities of the Corporation as
the Corporation may select.

     Section 9. Rights of Holders of Shares Purchased or Redeemed:  The right of
any  holder  of any  class of  capital  stock of the  Corporation  purchased  or
redeemed by the  Corporation  as provided in this  Article to receive  dividends
thereon and all other  rights of such holder with  respect to such shares  shall
terminate  at the time as of which  the  purchase  or  redemption  price of such
shares is  determined,  except  the  right of such  holder  to  receive  (i) the
purchase  or  redemption  price  of such  shares  from  the  Corporation  or its
designated agent and (ii) any dividend or distribution or voting rights to which
such holder has previously  become  entitled as the record holder of such shares
on the record date for the determination of the stockholders entitled to receive
such dividend or distribution or to vote at the meeting of stockholders.

     Section 10. Status of Shares  Purchased or Redeemed:  In the absence of any
specification  as to the  purpose  for which such shares of any class of capital
stock of the Corporation are redeemed or purchased by it, all shares so redeemed
or purchased shall be deemed to be retired in the sense contemplated by the laws
of the State of Maryland and may be reissued. The number of authorized shares of
capital  stock of the  Corporation  shall not be  reduced  by the  number of any
shares redeemed or purchased by it.

     Section 11. Additional Limitations and Powers: The following provisions are
inserted for the purpose of defining,  limiting and regulating the powers of the
Corporation and of the Board of Directors and stockholders:

         (a) Any  determination  made in good  faith and,  so far as  accounting
     matters are involved,  in accordance  with  generally  accepted  accounting
     principles by or pursuant to the direction of the Board of Directors, as to
     the  amount  of  the  assets,  debts,  obligations  or  liabilities  of the
     Corporation,  as to the amount of any  reserves  or charges  set up and the
     propriety thereof,  as to the time of or purpose for creating such reserves
     or charges,  as to the use,  alteration or  cancellation of any reserves or
     charges  (whether or not any debt,  obligation  or liability for which such
     reserves  or  charges  shall  have  been  created  shall  have been paid or
     discharged  or  shall  be  then  or  thereafter  required  to  be  paid  or
     discharged),  as to the  establishment  or  designation  of  procedures  or
     methods to be employed  for valuing any  investment  or other assets of the
     Corporation  and as to the value of any investment or other asset as to the
     allocation of any asset of the Corporation to a particular class or classes
     of the  Corporation's  stock, as to the funds available for the declaration
     of dividends and as to the declaration of dividends,  as to the charging of
     any liability of the  Corporation  to a particular  class or classes of the
     Corporation's  stock, as to the number of shares of any class or classes of
     the  Corporation's  outstanding  stock, as to the estimated  expense to the
     Corporation in connection  with purchases or redemptions of its shares,  as
     to the ability to liquidate  investments in orderly  fashion,  or as to any
     other matters relating to the issue, sale,  purchase or redemption or other
     acquisition or disposition of investments or shares of the Corporation,  or
     in the  determination  of the net  asset  value  per share of shares of any
     class of the  Corporation's  stock shall be conclusive  and binding for all
     purposes.

         (b) Except to the extent  prohibited by the  Investment  Company Act of
     1940, as amended, or rules, regulations or orders thereunder promulgated by
     the Securities and Exchange  Commission or any successor  thereto or by the
     bylaws  of  the  Corporation,  a  director,  officer  or  employee  of  the
     Corporation  shall not be  disqualified  by his  position  from  dealing or
     contracting with the Corporation,  nor shall any transaction or contract of
     the  Corporation  be void or  voidable  by  reason  of the  fact  that  any
     director, officer or employee or any firm of which any director, officer or
     employee is a member, or any corporation of which any director,  officer or
     employee is a stockholder, officer or director, is in any way interested in
     such transaction or contract;  provided that in case a director,  or a firm
     or  corporation  of which a director is a member,  stockholder,  officer or
     director is so  interested,  such fact shall be  disclosed to or shall have
     been known by the Board of Directors or a majority  thereof.  Nor shall any
     director or officer of the  Corporation be liable to the  Corporation or to
     any stockholder or creditor  thereof or to any person for any loss incurred
     by it or him or for any profit  realized by such  director or officer under
     or by reason of such contract or transaction;  provided that nothing herein
     shall  protect  any  director  or officer of the  Corporation  against  any
     liability to the  Corporation or to its security  holders to which he would
     otherwise  be subject by reason of willful  misfeasance,  bad faith,  gross
     negligence or reckless  disregard of the duties  involved in the conduct of
     his office;  and provided  always that such contract or  transaction  shall
     have been on terms  that were not unfair to the  Corporation  at the time a
     which it was  entered  into.  Any  director  of the  Corporation  who is so
     interested,  or who is a member,  stockholder,  officer or director of such
     firm or  corporation,  may be counted in  determining  the  existence  of a
     quorum at any meeting of the Board of  Directors of the  Corporation  which
     shall  authorize  any such  transaction  or  contract,  with like force and
     effect as if he were not such director, or member, stockholder,  officer or
     director of such firm or corporation.

         (c) Specifically and without limitation of the foregoing  paragraph (b)
     but subject to the exception therein prescribed,  the Corporation may enter
     into management or advisory, underwriting,  distribution and administration
     contracts,   custodian  contracts  and  such  other  contracts  as  may  be
     appropriate.

                                   ARTICLE VI
                                    Directors

     Section 1.  Initial  Board of  Directors:  The number of  directors  of the
Corporation  shall  initially by nine. The names of the directors who shall hold
office until the first annual meeting of stockholders or until their  successors
are duly chosen and qualified are:

         Ronald E. Keller       Stephen L. Jones         J. Barry Griswell

     Section 2. Number of  Directors:  The number of  directors in office may be
changed  from  time  to  time  in the  manner  specified  in the  bylaws  of the
Corporation, but this number shall never be less than three.

     Section 3. Certain  Powers of Board of Directors:  The business and affairs
of the  Corporation  shall  be  managed  under  the  direction  of the  Board of
Directors,  which  shall have and may  exercise  all  powers of the  Corporation
except those powers which are by law, by these Articles of  Incorporation  or by
the by-laws of the Corporation  conferred upon or reserved to the  stockholders.
In addition to its other powers  explicitly  or  implicitly  granted under these
Articles of  Incorporation,  by law or otherwise,  the Board of Directors of the
Corporation (a) is expressly  authorized to make, alter,  amend or repeal bylaws
for  the  Corporation,  (b)  is  empowered  to  authorize,  without  stockholder
approval,  the issuance and sale from time to time of shares of capital stock of
the Corporation,  whether now or hereafter authorized, in such amounts, for such
amount and kind of  consideration  and on such terms and conditions as the Board
of Directors  shall  determine,  (c) is empowered to classify or reclassify  any
unissued stock, whether now or hereafter authorized,  by setting or changing the
preferences,   conversion  or  other  rights,   voting   powers,   restrictions,
limitations  as  to  dividends,   qualifications,  or  terms  or  conditions  of
redemption  of such  stock and (d) shall have the power from time to time to set
apart out of any assets of the Corporation  otherwise  available for dividends a
reserve or reserves for taxes or for any other proper  purposes,  and to reduce,
abolish or add to any such  reserve or reserves  from time to time as said Board
of Directors  may deem to be in the best  interests of the  Corporation;  and to
determine in its discretion what part of the assets of the Corporation available
for  dividends  in excess of such  reserve  or  reserves  shall be  declared  in
dividends and paid to the stockholders of the Corporation.

                                   ARTICLE VII
                                 Indemnification

     The Corporation  shall indemnify its directors,  including any director who
serves  another  corporation,   partnership,   joint  venture,  trust  or  other
enterprise  in any  capacity at the request of the  Corporation,  to the maximum
extent  permitted by the Maryland  General  Corporation  Law and the  Investment
Company Act of 1940. The  Corporation  shall  indemnify its officers to the same
extent as its  directors and to such further  extent as is consistent  with law.
The Corporation  shall indemnify its employees and agents to the extent provided
by its Board of Directors.

                                  ARTICLE VIII
                                   Amendments

     The Corporation  reserves the right from time to time to make any amendment
of these Articles of Incorporation now or hereafter authorized by law, including
any amendment which alters the contract rights,  as expressly set forth in these
Articles of  Incorporation,  of any  outstanding  capital  stock.  "Articles  of
Incorporation"  or "these Articles of  Incorporation"  as used herein and in the
bylaws  of  the   Corporation   shall  be  deemed  to  mean  these  Articles  of
Incorporation as from time to time amended or restated.

                                   ARTICLE IX
                                    Duration

     The duration of the Corporation shall be perpetual.

     IN WITNESS WHEREOF,  the undersigned  incorporators  of Princor  Short-Term
Bond Fund, Inc. have executed the foregoing Articles of Incorporation and hereby
acknowledge the same to be their voluntary act and deed.

Dated the _____ day of __________________________, 1995




                               -----------------------------------
                               Arthur S. Filean



                               -----------------------------------
                               Michael D. Roughton

                                     BYLAWS


                                       OF

                       PRINCOR SHORT-TERM BOND FUND, INC.


                                    ARTICLE 1

                                Name, Fiscal Year

         1.01 The name of this  corporation  shall be  Princor  Short-Term  Bond
Fund,  Inc., Inc. Except as otherwise from time to time provided by the board of
directors,  the fiscal year of the  corporation  shall begin  November 1 and end
October 31.

                                    ARTICLE 2

                             Stockholders' Meetings

         2.01 Place of Meetings.  All meetings of the stockholders shall be held
at such  place  within or  without  the State of  Maryland,  as is stated in the
notice of meeting.

         2.02  Annual  Meetings.  The  Board  of  Directors  of the  Fund  shall
determine whether or not an annual meeting of stockholders shall be held. In the
event that an annual meeting of stockholders is held, such meeting shall be held
on the first  Tuesday after the first Monday of February in each year or on such
other day during the 31-day  period  following the first Tuesday after the first
Monday of February as the directors may determine.

         2.03 Special  Meetings.  Special meetings of the stockholders  shall be
held whenever called by the chairman of the board, the president or the board of
directors, or when requested in writing by 10% of the Fund's outstanding shares.

         2.04 Notice of  Stockholders'  Meetings.  Notice of each  stockholders'
meeting  stating  the place,  date and hour of the  meeting  and the  purpose or
purposes  for which the meeting is called  shall be given by mailing such notice
to each stockholder of record at his address as it appears on the records of the
corporation  not  less  than 10 nor more  than 90 days  prior to the date of the
meeting.  Any  meeting at which all  stockholders  entitled  to vote are present
either in person or by proxy or of which those not present have waived notice in
writing shall be a legal meeting for the transaction of business notwithstanding
that notice has not been given as herein provided.

         2.05  Quorum.  Except as  otherwise  expressly  required by law,  these
bylaws or the Articles of  Incorporation,  as from time to time amended,  at any
meeting of the stockholders the presence in person or by proxy of the holders of
one-third  of the  shares  of  capital  stock  of  the  Corporation  issued  and
outstanding  and  entitled  to vote,  shall  constitute  a quorum,  but a lesser
interest  may adjourn any meeting  from time to time and the meeting may be held
as adjourned  without further notice.  When a quorum is present at any meeting a
majority of the stock  represented  thereat  shall decide any  question  brought
before such meeting  unless the question is one upon which by express  provision
of law or of these bylaws or the Articles of Incorporation a larger or different
vote is required, in which case such express provision shall govern.

         2.06 Proxies and Voting  Stockholders of record may vote at any meeting
either  in person  or by  written  proxy  signed  by the  stockholder  or by the
stockholder's duly authorized attorney-in-fact dated not more than eleven months
before the date of  exercise,  which  shall be filed with the  Secretary  of the
meeting before being voted.  Each stockholder  shall be entitled to one vote for
each share of stock held,  and to a fraction  of a vote equal to any  fractional
share held."

         2.07 Stock Ledger.  The Corporation shall maintain at the office of the
stock  transfer  agent of the  Corporation,  or at the  office of any  successor
thereto as stock  transfer  agent of the  Corporation,  an original stock ledger
containing the names and addresses of all  stockholders and the number of shares
of each class held by each stockholder. Such stock ledger may be in written form
or any  other  form  capable  of being  converted  into  written  form  within a
reasonable time for visual inspection.

                                    ARTICLE 3


                               Board of Directors

         3.01 Number,  Service.  The Corporation shall have a Board of Directors
consisting of not less than three and no more than fifteen  members.  The number
of Directors to constitute the whole board within the limits  above-stated shall
be  fixed  by the  Board  of  Directors.  The  Directors  may be  chosen  (i) by
stockholders  at any annual  meeting  of  stockholders  held for the  purpose of
electing  directors  or at any meeting held in lieu  thereof,  or at any special
meeting  called for such  purpose,  or (ii) by the  Directors  at any regular or
special meeting of the Board to fill a vacancy on the Board as provided in these
bylaws and Maryland  General  Corporation  Law. Each director should serve until
the next annual meeting of shareholders  and until a successor is duly qualified
and elected, unless sooner displaced.

         3.02 Powers. The board of directors shall be responsible for the entire
management of the business of the Corporation.  In the management and control of
the property,  business and affairs of the Corporation the board of directors is
hereby vested with all the powers possessed by the corporation  itself so far as
this designation of authority is not inconsistent  with the laws of the State of
Maryland,  but subject to the  limitations and  qualifications  contained in the
Articles of Incorporation and in these bylaws.

         3.03 Executive  Committee and Other Committees.  The board of directors
may elect from its members an  executive  committee of not less than three which
may exercise  certain  powers of the board of directors when the board is not in
session pursuant to Maryland law. The executive committee may make rules for the
holding and conduct of its meetings and keeping the records  thereof,  and shall
report its action to the board of directors.

                  The board of  directors  may elect from its members such other
committees  from  time to time  as it may  desire.  The  number  composing  such
committees  and the powers  conferred upon them shall be determined by the board
of directors at its own discretion.

         3.04 Meetings.  Regular  meetings of the board of directors may be held
in such places within or without the State of Maryland, and at such times as the
board may from time to time  determine,  and if so determined,  notices  thereof
need not be given. Special meetings of the board of directors may be held at any
time or place  whenever  called by the president or a majority of the directors,
notice thereof being given by the secretary or the  president,  or the directors
calling  the  meeting,  to each  director.  Special  meetings  of the  board  of
directors  may also be held without  formal  notice  provided all  directors are
present or those not present have waived notice thereof.

         3.05 Quorum.  A majority of the members of the board of directors  from
time to time in office  but in no event not less than  one-third  of the  number
constituting  the whole board shall  constitute a quorum for the  transaction of
business  provided,  however,  that  where the  Investment  Company  Act of 1940
requires a different  quorum to  transact  business  of a specific  nature,  the
number of directors so required shall constitute a quorum for the transaction of
such business.

                  A lesser  number may  adjourn a meeting  from time to time and
the meeting may be held without further notice.  When a quorum is present at any
meeting a majority of the members  present  thereat  shall  decide any  question
brought before such meeting except as otherwise  expressly  required by law, the
Articles of Incorporation or these bylaws.

         3.06 Action by Directors  Other than at a Meeting.  Any action required
or  permitted  to be taken at any meeting of the Board of  Directors,  or of any
committee thereof,  may be taken without a meeting, if a written consent to such
action is signed by all members of the Board of Directors or such committee,  as
the case  may be,  and such  written  consent  is  filed  with  the  minutes  of
proceedings of the Board of Directors or committee.

         3.07 Holding of Meetings by Conference  Telephone  Call. At any regular
or special meeting,  members of the Board of Directors or any committee  thereof
may participate by conference telephone or similar  communications  equipment by
means of which all  persons  participating  in the  meeting can hear each other.
Participation in a meeting pursuant to this Section shall constitute presence in
person at such meeting.

                                   ARTICLE 4

                                    Officers

         4.01 Selection.  The officers of the corporation  shall be a president,
one or more vice presidents, a secretary and a treasurer. The board of directors
may, if it so determines, also elect a chairman of the board. All officers shall
be elected by the board of  directors  and shall  serve at the  pleasure  of the
board.  The same  person  may hold more than one office  except  the  offices of
president and vice president.


         4.02 Eligibility.  The chairman of the board, if any, and the president
shall be directors of the corporation. Other officers need not be directors.

         4.03 Additional Officers and Agents. The board of directors may appoint
one or more assistant  treasurers,  one or more assistant  secretaries  and such
other officers or agents as it may deem advisable,  and may prescribe the duties
thereof.

         4.04 Chairman of the Board of Directors.  The chairman of the board, if
any,  shall  preside at all  meetings of the board of  directors  at which he is
present. He shall have such other authority and duties as the board of directors
shall from time to time determine.

         4.05 The President.  The president shall be the chief executive officer
of the corporation; he shall have general and active management of the business,
affairs  and  property  of the  corporation,  and shall see that all  orders and
resolutions of the board of directors are carried into effect.  He shall preside
at meetings of stockholders,  and of the board of directors unless a chairman of
the board has been elected and is present.

         4.06 The Vice Presidents.  The vice presidents shall  respectively have
such powers and  perform  such duties as may be assigned to them by the board of
directors or the president.  In the absence or disability of the president,  the
vice  presidents,  in the  order  determined  by the board of  directors,  shall
perform the duties and exercise the powers of the president.

         4.07 The Secretary.  The secretary  shall keep accurate  minutes of all
meetings  of the  stockholders  and  directors,  and shall  perform  all  duties
commonly  incident to his office and as provided by law and shall  perform  such
other  duties and have such other  powers as the board of  directors  shall from
time to time designate.  In his absence an assistant  secretary or secretary pro
tempore shall perform his duties.

         4.08 The Treasurer.  The treasurer  shall,  subject to the order of the
board of directors and in accordance  with any  arrangements  for performance of
services as custodian, transfer agent or disbursing agent approved by the board,
have the care and custody of the money, funds,  securities,  valuable papers and
documents of the corporation,  and shall have and exercise under the supervision
of the board of directors all powers and duties commonly  incident to his office
and as  provided  by law.  He shall keep or cause to be kept  accurate  books of
account of the corporation's transactions which shall be subject at all times to
the inspection and control of the board of directors. He shall deposit all funds
of the  corporation in such bank or banks,  trust company or trust  companies or
such firm or firms  doing a banking  business  as the board of  directors  shall
designate. In his absence, an assistant treasurer shall perform his duties.

                                    ARTICLE 5

                                    Vacancies

         5.01  Removals.  The  stockholders  may at any  meeting  called for the
purpose,  by vote of the holders of a majority of the capital  stock  issued and
outstanding  and entitled to vote,  remove from office any director and,  unless
the number of directors  constituting the whole board is accordingly  decreased,
elect a successor.  To the extent consistent with the Investment  Company Act of
1940,  the board of  directors  may by vote of not less than a  majority  of the
directors  then in office  remove  from  office any  director,  officer or agent
elected or appointed by them and may for misconduct  remove any thereof  elected
by the stockholders.

         5.02 Vacancies.  If the office of any director  becomes or is vacant by
reason of death,  resignation,  removal,  disqualification,  an  increase in the
authorized number of directors or otherwise, the remaining directors may by vote
of a majority of said directors  choose a successor or successors who shall hold
office for the unexpired term; provided that vacancies on the board of directors
may be so filled only if, after the filling of the same, at least  two-thirds of
the directors then holding  office would be directors  elected to such office by
the  stockholders at a meeting or meetings called for the purpose.  In the event
that at any time less than a majority  of the  directors  were so elected by the
stockholders,  a special meeting of the  stockholders  shall be called forthwith
and held as  promptly  as possible  and in any event  within  sixty days for the
purpose of electing an entire new board of directors.

                                    ARTICLE 6

                              Certificates of Stock

         6.01  Certificates.  The board of  directors  may adopt a policy of not
issuing  certificates  except in  extraordinary  situations as may be authorized
from time to time by an officer of the Corporation. If such a policy is adopted,
a stockholder  may obtain a certificate or  certificates of the capital stock of
the Corporation owned by such stockholder only if the stockholder demonstrates a
specific reason for needing a certificate.  If issued,  the certificate shall be
in such form as shall,  in conformity to law, be prescribed from time to time by
the board of directors. Such certificates shall be signed by the chairman of the
board of directors or the president or a vice  president and by the treasurer or
an assistant  treasurer or the  secretary  or an  assistant  secretary.  If such
certificates  are  countersigned by a transfer agent or registrar other than the
Corporation  or  an  employee  of  the   Corporation,   the  signatures  of  the
aforementioned  officers upon such  certificates  may be facsimile.  In case any
officer or officers who have signed, or whose facsimile  signature or signatures
have been used on, any such  certificate or certificates  shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise,  before such  certificate or certificates  have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation  and be issued and  delivered  as though  the person or persons  who
signed  such  certificate  or  certificates  or  whose  facsimile  signature  or
signatures  have been used thereon had not ceased to be such officer or officers
of the Corporation.

         6.02 Replacement of  Certificates.  The board of directors may direct a
new  certificate  or  certificates  to be issued in place of any  certificate or
certificates  theretofore issued by the corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate or certificates, the
board of directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,  require the owner of such lost or destroyed  certificate  or
certificates, or its legal representative,  to advertise the same in such manner
as it shall require and/or to give the  corporation a bond in such sum as it may
direct as indemnity  against any claim that may be made against the  corporation
with respect to the certificate alleged to have been lost or destroyed.

         6.03 Stockholder  Open Accounts.  The corporation may maintain or cause
to be maintained for each  stockholder a stockholder open account in which shall
be recorded such stockholder's  ownership of stock and all changes therein,  and
certificates  need not be issued for shares so  recorded in a  stockholder  open
account unless  requested by the  stockholder and such request is approved by an
officer.

         6.04  Transfers.  Transfers of stock for which  certificates  have been
issued will be made only upon surrender to the Corporation or the transfer agent
of the  Corporation of a certificate  for shares duly endorsed or accompanied by
proper  evidence of succession,  assignment or authority to transfer,  whereupon
the Corporation  will issue a new  certificate to the person  entitled  thereto,
cancel the old certificate and record the transaction on its books. Transfers of
stock  evidenced  by open account  authorized  by Section 6.03 will be made upon
delivery  to the  Corporation  or the  transfer  agent  of  the  Corporation  of
instructions for transfer or evidence of assignment or succession,  in each case
executed in such manner and with such supporting  evidence as the Corporation or
transfer agent may reasonably require.

         6.05 Closing  Transfer  Books.  The transfer  books of the stock of the
corporation  may be closed for such  period (not to exceed 20 days) from time to
time in anticipation of  stockholders'  meetings or the declaration of dividends
as the directors may from time to time determine.

         6.06 Record  Dates.  The board of directors  may fix in advance a date,
not exceeding ninety days preceding the date of any meeting of stockholders,  or
the date for the  payment  of any  dividend,  or the date for the  allotment  of
rights,  or the date when any change or  conversion or exchange of capital stock
shall go into effect,  or a date in connection with obtaining any consent or for
any  other  lawful  purpose,  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, or entitled to receive payment of any such dividend,  or to
any such  allotment of rights,  or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such  stockholders and only such stockholders as shall be stockholders
of record on the date as fixed  shall be entitled to such notice of, and to vote
at, such meeting,  and any  adjournment  thereof,  or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent,  as the case may be,  notwithstanding  any transfer of any
stock on the  books of the  Corporation  after  any such  record  date  fixed as
aforesaid.

         6.07  Registered  Ownership.  The  Corporation  shall  be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive dividends, and to vote as such owner and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other  person,  whether or not it shall have express or other
notice  thereof,  except  as  otherwise  provided  by the  laws of the  State of
Maryland.

                                    ARTICLE 7

                                     Notices

         7.01 Manner of Giving. Whenever under the provisions of the statutes or
of the Articles of  Incorporation  or of these  bylaws  notice is required to be
given to any director, committee member, officer or stockholder, it shall not be
construed to mean personal notice,  but such notice may be given, in the case of
stockholders,  in writing,  by mail, by  depositing  the same in a United States
post office or letter  box,  in a postpaid  sealed  wrapper,  addressed  to each
stockholder at such address as it appears on the books of the  corporation,  or,
in default to other address,  to such  stockholder at the General Post Office in
the  City of  Baltimore,  Maryland,  and,  in the case of  directors,  committee
members  and  officers,  by  telephone,  or by mail or by  telegram  to the last
business  address  known to the  secretary of the  corporation,  and such notice
shall be deemed to be given at the time  when the same  shall be thus  mailed or
telegraphed or telephoned.

         7.02  Waiver.  Whenever  any notice is  required  to be given under the
provisions  of the  statutes  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 thereto.

                                    ARTICLE 8

                               General Provisions

         8.01 Disbursement of Funds. All checks,  drafts, orders or instructions
for the  payment  of money and all notes of the  corporation  shall be signed by
such  officer  or  officers  or such  other  person or  persons  as the board of
directors may from time to time designate.

         8.02 Voting Stock in Other  Corporations.  Unless otherwise  ordered by
the board of  directors,  any  officer  shall have full power and  authority  to
attend and act and vote at any meeting of  stockholders  of any  corporation  in
which this  corporation may hold stock, and at any such meeting may exercise any
and all the rights and powers  incident  to the  ownership  of such  stock.  Any
officer of this corporation may execute proxies to vote shares of stock of other
corporations standing in the name of this corporation.

         8.03 Execution of  Instruments.  Except as otherwise  provided in these
bylaws,  all  deeds,  mortgages,   bonds,  contracts,  stock  powers  and  other
instruments of transfer, reports and other instruments may be executed on behalf
of the  corporation  by the  president  or any vice  president  or by any  other
officer or agent authorized to act in such matters, whether by law, the Articles
of Incorporation,  these bylaws, or any general or special  authorization of the
board of directors.  If the corporate  seal is required,  it shall he affixed by
the secretary or an assistant secretary.

         8.04 Seal. The corporate seal shall have inscribed  thereon the name of
the corporation,  the year of its  incorporation  and the words "Corporate Seal,
Maryland."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                    ARTICLE 9

                                   Regulations

         9.01 Investment and Related Matters. The Corporation shall not purchase
or hold securities in violation of the investment restrictions enumerated in its
then current prospectus and the registration  statement or statements filed with
the  Securities and Exchange  Commission  pursuant to the Securities Act of 1933
and the Investment  Company Act of 1940, as amended,  nor shall the  Corporation
invest in  securities  the  purchase  of which would  cause the  Corporation  to
forfeit  its rights to continue  to  publicly  offer its shares  under the laws,
rules or regulations of any state in which it may become  authorized to so offer
its  shares  unless,  by  specific  resolution  of the board of  directors,  the
Corporation shall elect to discontinue the sale of its shares in such state.

         9.02 Other Matters. When used in this section the following words shall
have the following meanings:  "Sponsor" shall mean any one or more corporations,
firms or  associations  which have  distributor's  contracts in effect with this
Corporation. "Manager" shall mean any corporation, firm or association which may
at the time have an investment advisory contract with this Corporation.

                  (a)  Limitation  of  Holdings by this  Corporation  of Certain
Securities and of Dealings with Officers or Directors.  This  Corporation  shall
not purchase or retain  securities of any issuer if those officers and directors
of the Fund or its Manager  owning  beneficially  more than  one-half of one per
cent (0.5%) of the shares or securities of such issuer together own beneficially
more than five per cent (5%) of such shares or securities;  and each officer and
director  of this  Corporation  shall  keep the  treasurer  of this  Corporation
informed  of the  names of all  issuers  (securities  of  which  are held in the
portfolio of this Corporation) in which such officer or director owns as much as
one-half of one percent (1/2 of 1%) of the outstanding  shares or securities and
(except in the case of a holding by the treasurer) this Corporation shall not be
charged  with  knowledge of any such  security  holding in the absence of notice
given if as aforesaid if this  Corporation  has requested such  information  not
less often than quarterly.  The  Corporation  will not lend any of its assets to
the  Sponsor or Manager or to any  officer or director of the Sponsor or Manager
or of this  Corporation  and shall not permit any officer or  director,  and any
officer or director  of the Sponsor or Manager,  to deal for or on behalf of the
Corporation   with  himself  as  principal   agent,  or  with  any  partnership,
association  or  corporation  in  which  he has a  financial  interest.  Nothing
contained  herein shall  prevent (1) officers and  directors of the  Corporation
from  buying,  holding  or  selling  shares in the  Corporation,  or from  being
partners,  officers or directors of or otherwise  financially  interested in the
Sponsor or the Manager or any company  controlling  the Sponsor or the  Manager;
(2) employment of legal counsel, registrar,  transfer agent, dividend disbursing
agent or custodian who is, or has a partner shareholder, officer or director who
is, an  officer or  director  of the  Corporation,  if only  customary  fees are
charged for services to the  Corporation;  (3) sharing  statistical and research
expenses and office hire and expenses with any other investment company in which
an officer or director of the Corporation is an officer or director or otherwise
financially interested.

                  (b) Limitation Concerning  Participating by Interested Persons
in  Investment  Decisions.  In any case  where an  officer  or  director  of the
Corporation or of the Manager, or a member of an advisory committee or portfolio
committee  of the  Corporation,  is also an  officer  or a  director  of another
corporation, and the purchase or sale of shares issued by that other corporation
is under  consideration,  the officer or director or committee  member concerned
will  abstain  from  participating  in  any  decision  made  on  behalf  of  the
Corporation to purchase or sell any securities issued by such other corporation.

                  (c) Limitation on Dealing in Securities of this Corporation by
certain  Officers,  Directors,  Sponsor or  Manager.  Neither  the  Sponsor  nor
Manager,  nor any officer or director of this  Corporation  or of the Sponsor or
Manager  shall  take  long or  short  positions  in  securities  issued  by this
Corporation, provided, however, that:

                           (1) The Sponsor may  purchase  from this  Corporation
shares  issued  by  this  Corporation  if  the  orders  to  purchase  from  this
Corporation are entered with this Corporation by the Sponsor upon receipt by the
Sponsor of purchase orders for shares of this Corporation and such purchases are
not in excess of purchase orders received by the Sponsor.

                           (2) The Sponsor may in the capacity of agent for this
Corporation buy securities issued by this Corporation  offered for sale by other
persons.
                           (3) Any officer or director of this Corporation or of
the Sponsor or Manager or any Company  controlling the Sponsor or Manager may at
any time,  or from time to time,  purchase  from  this  Corporation  or from the
Sponsor  shares  issued by this  Corporation  at a price not lower  than the net
asset  value of the  shares,  no such  purchase  to be in  contravention  of any
applicable state or federal requirement.

                  (d)  Securities  and  Cash of this  Corporation  to be held by
Custodian subject to certain Terms and Conditions.

                           (1) All securities and cash owned by this Corporation
shall as  hereinafter  provided,  be held by or  deposited  with a bank or trust
company  having  (according  to its last  published  report)  not less  than two
million dollars  ($2,000,000)  aggregate capital,  surplus and undivided profits
(which bank or trust company is hereby designated as "Custodian"), provided such
a Custodian can be found ready and willing to act.

                           (2)  This  Corporation  shall  enter  into a  written
contract with the Custodian regarding the powers, duties and compensation of the
Custodian  with respect to the cash and securities of this  Corporation  held by
the Custodian. Said contract and all amendments thereto shall be approved by the
board of directors of this Corporation.

                           (3) This  Corporation  shall upon the  resignation or
inability to serve of its Custodian or upon change of the Custodian:

                                  (aa) in case of such  resignation or inability
to serve,  use its best  efforts to obtain a successor  Custodian;  (bb) require
that the cash and securities owned by this Corporation be delivered  directly to
the successor Custodian; and

                                  (cc) In the event that no successor  Custodian
can be found, submit to the stockholders, before permitting delivery of the cash
and  securities  owned  by  this  Corporation  otherwise  than  to  a  successor
Custodian,  the question whether or not this Corporation  shall be liquidated or
shall function without a Custodian.

                  (e) Amendment of Investment Advisory Contract.  Any investment
advisory  contract  entered  into by this  Corporation  shall not be  subject to
amendment  except by (1)  affirmative  vote at a  shareholders  meeting,  of the
holders of a majority of the  outstanding  stock of this  Corporation,  or (2) a
majority  of such  Directors  who are not  interested  persons  (as the  term is
defined  in  the  Investment  Company  Act  of  1940)  of the  Parties  to  such
agreements,  cast in person at a board meeting  called for the purpose of voting
on such amendment.

                  (f) Reports relating to Certain Dividends. Dividends paid from
net  profits  from the sale of  securities  shall be  clearly  revealed  by this
Corporation to its shareholders and the basis of calculation shall be set forth.

                  (g) Maximum Sales  Commission.  The Corporation  shall, in any
distribution contract with respect to its shares of common stock entered into by
it,  provide that the maximum  sales  commission to be charged upon any sales of
such shares shall not be more than nine per cent (9%) of the  offering  price to
the public of such shares. As used herein,  "offering price to the public" shall
mean net asset  value per share  plus the  commission  charged  adjusted  to the
nearest cent.

                                   ARTICLE 10

                       Purchases and Redemption of Shares:
                               Suspension of Sales

         10.01 Purchase by Agreement. The Corporation may purchase its shares by
agreement  with the owner at a price not  exceeding  the net  asset  value  next
computed following the time when the purchase or contract to purchase is made.

         10.02  Redemption.  The  Corporation  shall  redeem  such shares as are
offered by any  stockholder  for redemption  upon the  presentation of a written
request  therefor,  duly executed by the record  owner,  to the office or agency
designated  by  the   corporation.   If  the   shareholder  has  received  stock
certificates, the request must be accompanied by the certificates, duly endorsed
for transfer,  in acceptable form; and the Corporation will pay therefor the net
asset  value of the  shares  next  effective  following  the  time at which  the
request,  in acceptable  form,  is so  presented.  Payment for said shares shall
ordinarily be made by the Corporation to the stockholder within seven days after
the date on which the shares are presented.

         10.03  Suspension of  Redemption.  The  obligations  set out in Section
10.02 may be  suspended  (i) for any  period  during  which  the New York  Stock
Exchange,  Inc. is closed other than customary week-end and holiday closings, or
during which  trading on the New York Stock  Exchange,  Inc. is  restricted,  as
determined  by  the  rules  and  regulations  of  the  Securities  and  Exchange
Commission  or any  successor  thereto;  (ii)  for any  period  during  which an
emergency,  as determined by the rules and  regulations  of the  Securities  and
Exchange  Commission  or any  successor  thereto,  exists  as a result  of which
disposal  by  the  Corporation  of  securities  owned  by it is  not  reasonably
practicable  or as a result of which it is not  reasonably  practicable  for the
Corporation to fairly  determine the value of its net assets;  or (iii) for such
other periods as the Securities and Exchange Commission or any successor thereto
may by order permit for the protection of security  holders of the  Corporation.
Payment  of the  redemption  or  purchase  price  may be made in cash or, at the
option of the Corporation,  wholly or partly in such portfolio securities of the
Corporation as the Corporation may select.

         10.04  Suspension  of  Sales.  The  Corporation  reserves  the right to
suspend  sales of its shares if, in the judgment of the majority of the board of
directors  or a  majority  of the  executive  committee  of its  Board,  if such
committee  exists,  it is in the best interest of the Corporation to do so, such
suspension to continue for such period as may be determined by such majority.

                                   ARTICLE 11

                                Fractional Shares

         11.01 The board of directors  may authorize the issue from time to time
of shares of the capital stock of the  corporation in fractional  denominations,
provided  that the  transactions  in which and the terms  upon  which  shares in
fractional  denominations  may be issued may from time to time be determined and
limited by or under authority of the board of directors.

                                   ARTICLE 12

                                 Indemnification

         12.01 (a) Every person who is or was a director, officer or employee of
this Corporation or of any other  corporation  which he served at the request of
this  Corporation and in which this  Corporation owns or owned shares of capital
stock or of which it is or was a creditor  shall have a right to be  indemnified
by this Corporation  against all liability and reasonable  expenses  incurred by
him in connection with or resulting from a claim,  action, suit or proceeding in
which he may become  involved as a party or  otherwise by reason of his being or
having been a director,  officer or employee of this  Corporation  or such other
corporation,  provided  (1) said  claim,  action,  suit or  proceeding  shall be
prosecuted to a final determination and he shall be vindicated on the merits, or
(2) in the absence of such a final determination  vindicating him on the merits,
the board of  directors  shall  determine  that he acted in good  faith and in a
manner he reasonably  believed to be in the best interest of the  Corporation in
the case of conduct in the director's official capacity with the Corporation and
in all  other  cases,  that the  conduct  was at least not  opposed  to the best
interest  of the  Corporation,  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was unlawful;  said
determination  to be made by the board of directors  acting  through a quorum of
disinterested directors, or in its absence on the opinion of counsel.

                  (b) For purposes of the preceding  subsection:  (1) "liability
and reasonable  expenses" shall include hut not be limited to reasonable counsel
fees and disbursements, amounts of any judgment, fine or penalty, and reasonable
amounts  paid in  settlement;  (2) "claim,  action,  suit or  proceeding"  shall
include every such claim, action, suit or proceeding, whether civil or criminal,
derivative or otherwise,  administrative,  judicial or  legislative,  any appeal
relating  thereto,  and shall include any reasonable  apprehension  or threat of
such a claim, action, suit or proceeding;  (3) the termination of any proceeding
by judgment, order, settlement,  conviction or upon a plea of nolo contendere or
its equivalent  creates a rebuttable  presumption that the director did not meet
the standard of conduct set forth in subsection (a)(2), supra.

                  (c) Notwithstanding the foregoing,  the following  limitations
shall  apply with  respect to any action by or in the right of the  Corporation:
(1) no indemnification  shall be made in respect of claim, issue or matter as to
which the person seeking  indemnification  shall have been adjudged to be liable
for negligence or misconduct in the  performance of his duty to the  Corporation
unless  and only to the  extent  that  the  Court of  Chancery  of the  State of
Maryland or the court in which such action or suit was brought  shall  determine
upon  application  that despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem  proper;  and (2)  indemnification  shall  extend only to  reasonable
expenses, including reasonable counsel's fees and disbursements.

                  (d) The right of  indemnification  shall  extend to any person
otherwise  entitled to it under this bylaw whether or not that person  continues
to be a  director,  officer  or  employee  of this  Corporation  or  such  other
corporation at the time such  liability or expense shall be incurred.  The right
of  indemnification  shall extend to the legal  representative  and heirs of any
person otherwise entitled to indemnification. If a person meets the requirements
of this  bylaw  with  respect  to some  matters  in a  claim,  action  suit,  or
proceeding,   but  not  with  respect  to  others,   he  shall  be  entitled  to
indemnification as to the former. Advances against liability and expenses may be
made by the  Corporation on terms fixed by the board of directors  subject to an
obligation to repay if indemnification proves unwarranted.

                  (e)  This  bylaw  shall  not  exclude  any  other   rights  of
indemnification  or other rights to which any director,  officer or employee may
be entitled to by contract, vote of the stockholders or as a matter of law.

                  If any clause,  provision or application of this section shall
be determined to be invalid,  the other clauses,  provisions or  applications of
this  section  shall not be affected  but shall remain in full force and effect.
The  provisions of this bylaw shall be applicable to claims,  actions,  suits or
proceedings  made or commenced after the adoption  hereof,  whether arising from
acts or omissions to act occurring before or after the adoption hereof.

                  (f)  Nothing  contained  in this bylaw shall be  construed  to
protect any director or officer of the Corporation  against any liability to the
Corporation  or its security  holders to which he would  otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.

                                   ARTICLE 13

                                   Amendments

         13.01 These  bylaws may be amended or added to,  altered or repealed at
any annual or special meeting of the stockholders by the affirmative vote of the
holders of a majority of the shares of capital stock issued and  outstanding and
entitled  to vote,  provided  notice  of the  general  purport  of the  proposed
amendment,  addition,  alteration  or  repeal  is  given in the  notice  of said
meeting,  or, at any meeting of the board of  directors by vote of a majority of
the directors  then in office,  except that the board of directors may not amend
Article 5 to permit removal by said board without cause of any director  elected
by the stockholders. 

                              MANAGEMENT AGREEMENT


        AGREEMENT to be effective  the ___ day of ________  1995, by and between
PRINCOR SHORT-TERM BOND FUND, INC., a Maryland  corporation  (hereinafter called
the "Fund") and PRINCOR MANAGEMENT CORPORATION, an Iowa corporation (hereinafter
called "the Manager").

                                               W I T N E S S E T H:

        WHEREAS,  The  Fund has  furnished  the  Manager  with  copies  properly
certified or authenticated of each of the following:

        (a)    Certificate of Incorporation of the Fund;

        (b)    Bylaws of the Fund as adopted by the Board of Directors;

        (c)    Resolutions  of the Board of Directors of the Fund  selecting the
               Manager as  investment  adviser  and  approving  the form of this
               Agreement.

        NOW THEREFORE,  in consideration  of the premises and mutual  agreements
herein  contained,  the Fund hereby  appoints  the Manager to act as  investment
adviser  and  manager of the Fund,  and the  Manager  agrees to act,  perform or
assume the  responsibility  therefor in the manner and subject to the conditions
hereinafter set forth.  The Fund will furnish the Manager from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing, if any.

 1.     INVESTMENT ADVISORY SERVICES

        The Manager will regularly perform the following services for the Fund:

        (a)    Provide investment research, advice and supervision;

        (b)    Provide investment advisory, research and statistical facilities
               and all clerical services relating to research, statistical and
               investment work;

        (c)    Furnish to the Board of Directors of the Fund (or any appropriate
               committee  of  such  Board),  and  revise  from  time  to time as
               economic conditions require, a recommended investment program for
               the  Fund's  portfolio  consistent  with  the  Fund's  investment
               objective and policies;

        (d)    Implement such of its recommended  investment program as the Fund
               shall  approve,  by placing  orders for the  purchase and sale of
               securities,  subject  always  to the  provisions  of  the  Fund's
               Certificate of  Incorporation  and Bylaws and the requirements of
               the Investment  Company Act of 1940, as each of the same shall be
               from time to time in effect;

        (e)    Advise and assist the  officers  of the Fund in taking such steps
               as are necessary or appropriate to carry out the decisions of its
               Board of Directors and any  appropriate  committees of such Board
               regarding the general  conduct of the investment  business of the
               Fund; and

        (f)    Report to the Board of Directors of the Fund at such times and in
               such detail as the Board may deem  appropriate in order to enable
               it to  determine  that the  investment  policies  of the Fund are
               being observed.

 2.     CORPORATE ADMINISTRATIVE SERVICES

        In addition to the investment  advisory services set forth in Section 1,
the Manager will perform the following corporate administrative services:

        (a)    Furnish  the  services  of such  of the  Manager's  officers  and
               employees  as may be elected  officers or  directors of the Fund,
               subject  to  their  individual   consent  to  serve  and  to  any
               limitations imposed by law;

        (b)    Furnish  office space,  and all necessary  office  facilities and
               equipment, for the general corporate functions of the Fund (i.e.,
               functions other than (i)  underwriting  and  distribution of Fund
               shares;  (ii)  custody of Fund  assets,  and (iii)  transfer  and
               paying agency services); and

        (c)    Furnish the services of the  supervisory  and clerical  personnel
               necessary to perform the general corporate functions of the Fund.

        (d)    Determine the net asset value of the shares of the Fund's Capital
               Stock as  frequently  as the Fund shall  request,  or as shall be
               required by applicable law or regulations.

 3.     RESERVED RIGHT TO DELEGATE DUTIES AND SERVICES TO OTHERS

        The Manager in assuming  responsibility  for the various services as set
forth in this Agreement  reserves the right to enter into agreements with others
for  the  performance  of  certain  duties  and  services  or  to  delegate  the
performance of some or all of such duties and services to Principal  Mutual Life
Insurance Company, or an affiliate thereof.

 4.     EXPENSES BORNE BY THE MANAGER

        The Manager will pay:

        (a)    The compensation and expenses of all officers and executive
               employees of the Fund;

        (b)    The compensation and expenses of all directors of the Fund who
               are persons affiliated with the Manager; and

        (c)    The  expenses  of the  organization  of the Fund,  including  its
               registration  under the  Investment  Company Act of 1940, and the
               initial  registration and  qualification of its Capital Stock for
               sale  under the  Securities  Act of 1933 and the Blue Sky laws of
               the states in which it initially qualifies.

 5.     COMPENSATION OF THE MANAGER BY FUND

        For all  services  to be  rendered  and  payments  made as  provided  in
Sections  1, 2 and 4 hereof,  the Fund  will  accrue  daily and pay the  Manager
within five days after the end of each calendar month a fee based on the average
of  the  values  placed  on the  net  assets  of the  Fund  as of  the  time  of
determination of the net asset value on each trading day throughout the month in
accordance with the following schedule.

            Average Daily Net                          Fee as a Percentage of
            Assets of the Fund                         Average Daily Net Assets
        First                 $100,000,000                         .50%
        Next                   100,000,000                         .45%
        Next                   100,000,000                         .40%
        Next                   100,000,000                         .35%
        Amount Over            400,000,000                         .30%

        Net asset value shall be determined pursuant to applicable provisions of
the Certificate of Incorporation of the Fund. If pursuant to such provisions the
determination  of net asset value is  suspended,  then for the  purposes of this
Section 5 the value of the net  assets of the Fund as last  determined  shall be
deemed to be the value of the net assets for each day the suspension continues.

        The Manager  may, at its option,  waive all or part of its  compensation
for such period of time as it deems necessary or appropriate.

 6.     SERVICES FURNISHED AT COST BY THE MANAGER

        The Manager (in  addition to the services to be performed by it pursuant
to Sections 1 and 2 hereof) will:

        (a)    Act as, and provide all services  customarily  performed  by, the
               transfer  and  paying  agent  of  the  Fund  including,   without
               limitation, the following:

                (i)   preparation and distribution to shareholders of reports,
                      tax information, notices, proxy statements and proxies;

               (ii)   preparation and distribution of dividend and capital gain
                      payments to shareholders;

               iii)   issuance, transfer and registry of shares, and maintenance
                      of open account system;

               (iv)   delivery, redemption and repurchase of shares, and
                      remittances to shareholders; and

                (v) communication with shareholders  concerning items (i), (ii),
(iii) and (iv) above.

               In the  carrying  out of this  function  the Manager may contract
               with  others  for data  systems,  processing  services  and other
               administrative services.

        (b)    Use its best efforts to qualify the Capital Stock of the Fund for
               sale in  states  and  jurisdictions  other  than  those  in which
               initially qualified, as directed by the Fund; and

        (c)    Prepare stock certificates, and distribute the same as requested
               by shareholders of the Fund.

        The Manager  will  maintain  records in  reasonable  detail of the costs
(including a reasonable charge for  administrative  overhead)  incurred by it in
the  performance  of the services set forth in this Section 6, and at the end of
each calendar month the Fund will reimburse the Manager for such costs.

 7.     EXPENSES BORNE BY FUND

        (a)    The Fund will pay, without reimbursement by the Manager, the
               following expenses:

                (i)   Taxes,  including  in case of redeemed  shares any initial
                      transfer taxes, and governmental fees (except with respect
                      to the Fund's  organization and the initial  qualification
                      and registration of its Capital Stock);

               (ii)   Portfolio brokerage fees and incidental brokerage
                      expenses; and

               iii)   Interest.

        (b)    The Fund will pay,  without  reimbursement  by the Manager except
               under the  circumstances  set forth in Section  8, the  following
               expenses:

                (i)   The fees of its independent auditor and its legal counsel,
                      incurred  subsequent  to the Fund's  organization  and the
                      initial  qualification  and  registration  of its  Capital
                      Stock;

               (ii)   The fees and expenses of the Custodian of its assets;

               iii)   The fees and expenses of all directors of the Fund who are
                      not persons affiliated with the Manager; and

               (iv)   The cost of meetings of shareholders.

 8.     REIMBURSEMENT OF CERTAIN FUND EXPENSES

        If in any fiscal year of the Fund the normal  operating  expenses of the
Fund  chargeable  to its income  account  shall  exceed  the  lowest  applicable
percentage of average net assets or income  limitations  prescribed by any state
in which Fund shares are qualified  for sale,  the Manager will pay the Fund, as
promptly  as  practical  after the end of such  year,  an  amount  equal to such
excess.  For  purposes of this  Section 8,  "normal  operating  expenses"  shall
include  the  Section  5  investment   advisory   fee,  the  Section  6  monthly
reimbursement,  and the expenses  enumerated in subsection  7(b),  but shall not
include the expenses enumerated in subsection 7(a).

 9.     AVOIDANCE OF INCONSISTENT POSITION

        In connection  with  purchases or sales of portfolio  securities for the
account of the Fund,  neither the Manager  nor any of the  Manager's  directors,
officers  or  employees  will  act  as a  principal  or  agent  or  receive  any
commission.

10.     LIMITATION OF LIABILITY OF THE MANAGER

        The Manager  shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates,  except a loss resulting from willful  misfeasance,  bad
faith or gross negligence on the Manager's part in the performance of its duties
or from  reckless  disregard  by it of its  obligations  and  duties  under this
Agreement.

11.     DURATION AND TERMINATION OF THIS AGREEMENT

        This  Agreement  shall  remain in force  until the first  meeting of the
shareholders  of the Fund and if it is  approved  by a vote of a majority of the
outstanding voting securities of the Fund it shall continue in effect thereafter
from year to year  provided that the  continuance  is  specifically  approved at
least  annually  either by the Board of  Directors of the Fund or by a vote of a
majority of the outstanding voting securities of the Fund and in either event by
vote of a majority of the directors of the Fund who are not  interested  persons
of the Manager,  Principal  Mutual Life Insurance  Company,  or the Fund cast in
person at a meeting  called  for the  purpose of voting on such  approval.  This
Agreement may, on sixty days written  notice,  be terminated at any time without
the payment of any penalty,  by the Board of Directors of the Fund, by vote of a
majority of the  outstanding  voting  securities of the Fund, or by the Manager.
This Agreement shall automatically terminate in the event of its assignment.  In
interpreting  the  provisions of this Section 10, the  definitions  contained in
Section 2(a) of the Investment Company Act of 1940 (particularly the definitions
of "interested person," "assignment" and "voting security") shall be applied.

12.     AMENDMENT OF THIS AGREEMENT

        No provision of this  Agreement  may be changed,  waived,  discharged or
terminated  orally,  but only by an  instrument  in writing  signed by the party
against which  enforcement  of the change,  waiver,  discharge or termination is
sought,  and no amendment of this Agreement shall be effective until approved by
vote of the holders of a majority of the Fund's  outstanding  voting  securities
and by vote of a majority of the directors who are not interested persons of the
Manager, Principal Mutual Life Insurance Company or the Fund cast in person at a
meeting called for the purpose of voting on such approval.

13.     ADDRESS FOR PURPOSE OF NOTICE

        Any notice  under this  Agreement  shall be in  writing,  addressed  and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notices.  Until further notice
to the other  party,  it is agreed  that the address of the Fund and that of the
Manager for this purpose shall be The  Principal  Financial  Group,  Des Moines,
Iowa 50392.

14.     MISCELLANEOUS

        The captions in this Agreement are included for convenience of reference
only, and in no way define or delimit any of the provisions  hereof or otherwise
affect  their   construction   or  effect.   This   Agreement  may  be  executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized.


                       PRINCOR SHORT-TERM BOND FUND, INC.


                    By _____________________________________
                        Arthur S. Filean, Vice President


                         PRINCOR MANAGEMENT CORPORATION


                    By _____________________________________
                           Stephan L. Jones, President

                       PRINCOR SHORT-TERM BOND FUND, INC.
                             SUB-ADVISORY AGREEMENT


         AGREEMENT  executed  as of the  ___  day of  __________,  199_,  by and
between PRINCOR MANAGEMENT CORPORATION,  an Iowa Corporation (hereinafter called
"the  Manager")  and  INVISTA  CAPITAL  MANAGEMENT,   INC.  (hereinafter  called
"Invista").

                                               W I T N E S S E T H:

         WHEREAS,  the Manager is the manager and investment  adviser to Princor
Short-Term Bond Fund,  Inc.,  (the "Fund"),  an open-end  management  investment
company  registered  under the  Investment  Company Act of 1940, as amended (the
"1940 Act"); and

         WHEREAS,  the Manager  desires to retain  Invista to furnish  portfolio
selection and related  research and statistical  services in connection with the
investment  advisory  services  which the  Manager  has agreed to provide to the
Fund, and Invista desires to furnish such services; and

         WHEREAS,  The  Manager  has  furnished  Invista  with  copies  properly
certified or authenticated of each of the following:

         (a)    Management Agreement (the "Management Agreement") with the Fund;

         (b)      Copies of the registration statement of the Fund as filed
                  pursuant to the federal securities laws of the
                  United States, including all exhibits and amendments;

         NOW,  THEREFORE,  in  consideration  of the  premises and the terms and
conditions hereinafter set forth, it is agreed as follows:

         1.       Appointment of Invista

         In accordance with and subject to the Management Agreement, the Manager
hereby appoints Invista to perform  portfolio  selection  services  described in
Section 2 below for  investment  and  reinvestment  of the  securities and other
assets of the Fund,  subject to the control and direction of the Fund's Board of
Directors,  as well as to assume  other  obligations  as  specified in Section 2
below,  for the period and on the terms  hereinafter set forth.  Invista accepts
such  appointment  and agrees to furnish the services  hereinafter set forth for
the  compensation  herein  provided.  Invista  shall for all purposes  herein be
deemed to be an independent  contractor and shall,  except as expressly provided
or authorized, have no authority to act for or represent the Fund or the Manager
in any way or otherwise be deemed an agent of the Fund or the Manager.

         2.       Obligations of and Services to be Provided by Invista

         (a) Invista  shall  provide  with  respect to the Fund all services and
obligations of the Manager described in Section 1, Investment Advisory Services,
of the Management Agreement.

         (b) Invista shall use the same skill and care in providing  services to
the Fund as it uses in providing services to fiduciary accounts for which it has
investment  responsibility.  Invista will conform with all applicable  rules and
regulations of the Securities and Exchange Commission.

         3.       Compensation

         As full compensation for all services rendered and obligations  assumed
by Invista  hereunder  with respect to the Fund,  the Manager  shall pay Invista
within 10 days after the end of each calendar month, or as otherwise  agreed, an
amount  representing  Invista's  actual  cost of  providing  such  services  and
assuming such obligations.

         4.       Duration and Termination of This Agreement

         This Agreement shall become  effective on the latest of (i) the date of
its  execution,  (ii) the date of its approval by a majority of the directors of
the Fund,  including  approval by the vote of a majority of the directors of the
Fund who are not  interested  persons  of the  Manager,  Principal  Mutual  Life
Insurance  Company,  Invista or the Fund cast in person at a meeting  called for
the purpose of voting on such  approval  and (iii) the date of its approval by a
majority of the outstanding  voting securities of the Fund. It shall continue in
effect   thereafter   from  year  to  year  provided  that  the  continuance  is
specifically  approved at least annually either by the Board of Directors of the
Fund or by a vote of a majority of the outstanding voting securities of the Fund
and in either  event by vote of a majority of the  directors of the Fund who are
not interested persons of the Manager,  Principal Mutual Life Insurance Company,
Invista or the Fund cast in person at a meeting called for the purpose of voting
on such  approval.  This  Agreement  may,  on  sixty  days  written  notice,  be
terminated  at any time  without  the  payment of any  penalty,  by the Board of
Directors  of  the  Fund,  by  vote  of a  majority  of the  outstanding  voting
securities  of  the  Fund,  Invista  or by the  Manager.  This  Agreement  shall
automatically  terminate in the event of its  assignment.  In  interpreting  the
provisions of this Section 10, the definitions  contained in Section 2(a) of the
Investment  Company Act of 1940  (particularly  the  definitions  of "interested
person," "assignment" and "voting security") shall be applied.

         5.       Amendment of this Agreement

         No amendment of this  Agreement  shall be effective  until  approved by
vote of the holders of a majority of the  outstanding  voting  securities and by
vote of a majority of the directors of the Fund who are not  interested  persons
of the Manager,  Invista,  Principal  Mutual Life Insurance  Company or the Fund
cast in person at a meeting called for the purpose of voting on such approval.

         6.       General Provisions

         (a) Each party  agrees to perform  such  further  acts and execute such
further  documents as are  necessary to  effectuate  the purposes  hereof.  This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Iowa.  The  captions in this  Agreement  are  included  for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

         (b) Any notice under this Agreement shall be in writing,  addressed and
delivered or mailed postage  pre-paid to the other party at such address as such
other party may designate for the receipt of such notices.  Until further notice
to the other party,  it is agreed that the address of Invista and of the Manager
for this  purpose  shall be The  Principal  Financial  Group,  Des Moines,  Iowa
50392-0200.

         (c)  Invista  agrees to notify the  Manager of any change in  Invista's
officers and directors within a reasonable time after such change.

         IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement on
the date first above written.

                         PRINCOR MANAGEMENT CORPORATION



                  By __________________________________________
                           Stephan L. Jones, President

                        INVISTA CAPITAL MANAGEMENT, INC.



                  By __________________________________________
                            S. R. Kosmicke, President


                             DISTRIBUTION AGREEMENT


Agreement to be  effective  November 1, 1994 by and between  PRINCOR  SHORT-TERM
BOND  FUND,  INC.,  a Maryland  corporation  (hereinafter  sometimes  called the
"Fund")  and  PRINCOR  FINANCIAL  SERVICES  CORPORATION,   an  Iowa  corporation
(Hereinafter sometimes called the "Distributor").

                              W I T N E S S E T H:

WHEREAS,  The Fund and the Distributor  wish to enter into an agreement  setting
forth  the  terms  upon  which  the  Distributor  will  act as  underwriter  and
distributor of the Fund.

NOW,  THEREFORE,  in  consideration  of the premises  and the mutual  agreements
herein  contained,  the Fund hereby appoints the Distributor to act as principal
underwriter  (as such term is  defined  in Section  2(a)(29)  of the  Investment
Company  Act of 1940 (as  amended)  of the shares of  Capital  Stock of the Fund
(hereinafter  sometimes call "shares"),  and the  distributor  agrees to act and
perform the duties and functions of underwriter in the manner and subject to the
conditions hereinafter set forth.

1.      SOLICITATION OF ORDERS

        The  Distributor  will use its best efforts (but only in states where it
        may lawfully do so) to obtain from  investors  unconditional  orders for
        shares  authorized  for  issue  by the  Fund and  registered  under  the
        Securities Act of 1933, as amended,  provided the Distributor may in its
        own  discretion  refuse to accept orders for shares from any  particular
        applicant.  The  Distributor  does not  undertake  to sell any  specific
        number of shares of the Fund.

2.      SALE OF SHARES

        The  Distributor  is  authorized  to sell as agent on behalf of the Fund
        authorized shares of the Fund by accepting  unconditional  orders placed
        with the  Distributor by investors in states wherever sales may lawfully
        be made.

3.      PUBLIC OFFERING PRICE

        Except as limited by  paragraphs 6 and 7 hereof,  all shares of the Fund
        sold to investors by the  Distributor as agent for the Fund will be sold
        for the basic retail price, which basic retail price shall be the public
        offering  price  applicable to each purchase as from time to time stated
        in the current prospectus of the Fund.

4.      COMMISSIONS

        The  Distributor  shall  receive a  commission  equal to the  difference
        between the basic  retail  price and the "net asset value" of the Fund's
        shares sold  through the  Distributor  subject to a sales  charge at the
        basic retail price.  The term, "net asset value," as used herein,  means
        said  value as  determined  either as of the close of trading of the New
        York  Stock  Exchange  on the day an order  for  purchase  of  shares is
        accepted  or as of such  other  time as may be in  accordance  with  any
        provision of the 1940  Investment  Company  Act, any rule or  regulation
        thereunder,  or any rule or regulation made or adopted by any securities
        association  registered  under the 1934 Securities  Exchange Act (all as
        the  Distributor  may  determine)  or as of such  time as the  Board  of
        Directors  or  duly  authorized  officers  or  agents  of the  Fund  may
        determine  in  the  manner   provided  in  the  Fund's   Certificate  of
        Incorporation  or  Bylaws  as from  time to time  amended.  If any  such
        commission is received by the Fund,  it will pay such  commission to the
        Distributor. In addition, the Distributor will be paid the entire amount
        of any contingent deferred sales charge imposed and paid by shareholders
        upon the  redemption  or repurchase of the Fund's shares as set forth in
        the Fund's  prospectus,  subject to any waivers or  reductions  in sales
        charge that may be disclosed in the prospectus.  The Distributor may pay
        its agents  and  employees  such  compensation,  allow to  dealers  such
        concessions,   and  allow  (and  authorize  dealers  to  re-allow)  such
        discounts to purchasers,  as the  Distributor may determine from time to
        time. The Distributor may also purchase as principal  shares of the Fund
        at "net asset value" and sell such shares at the public offering price.

5.      DELIVERY OF PAYMENTS AND ISSUANCE OF SHARES

        The  Distributor  will deliver to the Fund all payments made pursuant to
        orders  accepted  by  the  Distributor   upon  receipt  thereof  by  the
        Distributor in its principal place of business.

        After  payment the Fund will issue shares of Capital  Stock by crediting
        to a  stockholder  account in such names and such manner as specified in
        the application or order relating to such shares.  Certificates  will be
        issued only upon request by the shareholder.

6.      SALES OF SHARES TO CERTAIN CLASSES OF INVESTORS OR TRANSACTIONS

        The sale price of Class A shares of the Fund will reflect the  scheduled
        variations in, or elimination  of, the sales load to particular  classes
        of investors or  transactions  as may be described in the Fund's current
        prospectus or statement of additional information.

7.      SALE OF SHARES TO INVESTORS BY THE FUND

        Any right granted to the Distributor to accept orders for shares or make
        sales  on  behalf  of the Fund  will  not  apply  to  shares  issued  in
        connection  with the  merger or  consolidation  of any other  investment
        company with the Fund or its acquisition,  purchase or otherwise, of all
        or   substantially   all  the  assets  of  any  investment   company  or
        substantially all the outstanding shares of any such company.  Also, any
        such  right  shall  not  apply to shares  issued,  sold or  transferred,
        whether Treasury or newly issued shares, that may be offered by the Fund
        to its  shareholders as stock dividends or splits for not less than "net
        asset value".

8.      AGREEMENTS WITH DEALERS OR OTHERS

        In making  agreements with any dealers or others,  the Distributor shall
        act only in its own  behalf  and in no  sense as agent  for the Fund and
        shall be agent for the Fund only in respect of sales and  repurchases of
        Fund shares.

9.      COPIES OF CORPORATE DOCUMENTS

        The Fund will furnish the Distributor  promptly with properly  certified
        or authenticated copies of any registration  statements filed by it with
        the Securities and Exchange Commission under the Securities Act of 1933,
        as amended, or the Investment Company Act of 1940, as amended,  together
        with any  financial  statements  and exhibits  included  therein and all
        amendments or supplements  thereto hereafter filed. Also, the Fund shall
        furnish the  Distributor  with a reasonable  number of printed copies of
        each  semi-annual  and annual report  (quarterly if made) of the Fund as
        the Distributor may request, and shall cooperate fully in the efforts of
        the Distributor to sell and arrange for the sale of the Fund's shares of
        Capital Stock and in the  performance  by the  Distributor of all of its
        duties under this Agreement.

10.     RESPONSIBILITY FOR CONTINUED REGISTRATION INCLUDING INCREASE IN SHARES

        The Fund will  assume  the  continued  responsibility  for  meeting  the
        requirements  of  registration  under  the  Securities  Act of 1933,  as
        amended, under the Investment Company Act of 1940, as amended, and under
        the  securities  laws of the various  states  where the  Distributor  is
        registered  as a  broker-dealer.  The  Fund,  subject  to the  necessary
        approval of its  shareholders,  will  increase the number of  authorized
        shares from time to time as may be necessary to provide the  Distributor
        with such number of shares as the Distributor may reasonably be expected
        to sell.

11.     SUSPENSION OF SALES

        If and whenever the  determination of asset value is suspended  pursuant
        to applicable law, and such suspension has become effective,  until such
        suspension  is terminated  no further  applications  for shares shall be
        accepted by the Distributor except  unconditional orders placed with the
        Distributor  before the Distributor had knowledge of the suspension.  In
        addition,  the  Fund  reserves  the  right  to  suspend  sales  and  the
        Distributor's  authority  to accept  orders  for shares on behalf of the
        Fund, if in the judgment of the majority of its Board of  Directors,  if
        such Committee  exists, it is in the best interest of the Fund to do so,
        suspension  to  continue  for such period as may be  determined  by such
        majority; and in that event no shares will be sold by the Fund or by the
        Distributor  on behalf of the Fund  while  such  suspension  remains  in
        effect  except  for  shares  necessary  to  cover  unconditional  orders
        accepted by the Distributor  before the Distributor had knowledge of the
        suspension.

12.     EXPENSES

        The Fund will pay (or will enter  into  arrangements  providing  for the
        payment of) all fees and expenses (1) in connection with the preparation
        and  filing of any  registration  statement  or  amendments  thereto  as
        required  under the Investment  Company Act of 1940, as amended;  (2) in
        connection with the preparation and filing of any registration statement
        and  prospectus or amendments  thereto under the Securities Act of 1933,
        as amended, covering the issue and sale of the Fund's shares; and (3) in
        connection with the registration of the Fund and qualification of shares
        for sale in the various  states and other  jurisdictions.  The Fund will
        also pay the cost of (i) preparation and distribution to shareholders of
        prospectuses,  reports, tax information,  notices,  proxy statements and
        proxies;  (ii) preparation and distribution of dividend and capital gain
        payments  to  shareholders;   (iii)  issuance,  transfer,  registry  and
        maintenance  of  open  account  charges;   (iv)  delivery,   remittance,
        redemption and repurchase  charges;  (v) communication with shareholders
        concerning these items; and (vi) stock  certificates.  The Fund will pay
        taxes including,  in the case of redeemed  shares,  any initial transfer
        taxes unpaid.

        The Distributor shall assume  responsibility for the expense of printing
        prospectuses used for the solicitation of new accounts.  The Distributor
        will pay the expenses of other sales  literature,  all fees and expenses
        in connection with the Distributor's qualification as a dealer under the
        Securities Exchange Act of 1934, as amended,  and in the various states,
        and all other expenses in connection with the sale and offering for sale
        of shares of the Fund which have not been herein specifically  allocated
        to or assumed by the Fund.

13.     CONFORMITY WITH LAW

        The  Distributor  agrees  that in selling the shares of the Fund it will
        duly conform in all respects  with the laws of the United States and any
        state or other jurisdiction in which such shares may be offered for sale
        pursuant to this Agreement.

14.     MEMBERSHIP IN NATIONAL ASSOCIATION OF SECURITIES DEALERS

        The Fund recognizes that the Distributor is now a member of the National
        Association  of  Securities  Dealers,  and in the  conduct of its duties
        under this  Agreement the  Distributor  is subject to the various rules,
        orders and  regulations  of such  organization.  The right to  determine
        whether such membership should or should not continue,  or to join other
        organizations, is reserved by the Distributor.

15.     OTHER INTERESTS

        It is understood that directors,  officers,  agents and  stockholders of
        the Fund  are or may be  interested  in the  Distributor  as  directors,
        officers,  stockholders, or otherwise; that directors, officers, agents,
        and stockholders of the Distributor are or may be interested in the Fund
        as directors, officers,  stockholders or otherwise; that the Distributor
        may be interested in the Fund as a  stockholder  or otherwise;  and that
        the existence of any dual interest shall not affect the validity  hereof
        or of any  transaction  hereunder  except as  otherwise  provided in the
        Certification   of  Incorporation  of  the  Fund  and  the  Distributor,
        respectively, or by specific provision of applicable law.

16.     INDEMNIFICATION

        The Fund  agrees to  indemnify,  defend  and hold the  Distributor,  its
        officers and  directors,  and any person who  controls  the  Distributor
        within the meaning of Section 15 of the Securities Act of 1933, free and
        harmless from and against any and all claims,  demands,  liabilities and
        expenses  (including the cost of investigating or defending such claims,
        demands or  liabilities  and any counsel  fees  incurred  in  connection
        therewith)  which the Distributor,  its officers,  directors or any such
        controlling  person may incur under the Securities Act of 1933, or under
        common  law or  otherwise,  arising  out of or  based  upon  any  untrue
        statement  of a  material  fact  contained  in the  Fund's  registration
        statement  or  prospectus  or arising  out of or based upon any  alleged
        omission  to state a  material  fact  required  to be  stated  in either
        thereof  or  necessary  to make the  statements  in either  thereof  not
        misleading,  except  insofar as such  claims,  demands,  liabilities  or
        expenses arise out of or are based upon any such untrue  statement or in
        conformity with  information  furnished in writing by the Distributor to
        the Fund for use in the Fund's  registration  statement  or  prospectus:
        provided,  however, that this indemnity agreement, to the extent that it
        might require indemnity of any person who is also an officer or director
        of the Fund or who controls the Fund within the meaning of Section 15 of
        the  Securities  Act of 1933,  shall  not inure to the  benefit  of such
        officer,  director or  controlling  person  unless a court of  competent
        jurisdiction  shall  determine,  or it shall  have  been  determined  by
        controlling  precedent  that such  result  would not be  against  public
        policy as expressed in the Securities Act of 1933, and further provided,
        that in no event shall anything  contained  herein be so construed as to
        protect  the  Distributor  against any  liability  to the Fund or to its
        security holders to which the Distributor  would otherwise be subject by
        reason of willful  misfeasance,  bad faith, or gross negligence,  in the
        performance of its duties, or by reason of its reckless disregard of its
        obligations under this Agreement.  The Fund's agreement to indemnify the
        Distributor,  its officers and directors and any such controlling person
        as  aforesaid  is  expressly  conditioned  upon the Fund being  promptly
        notified of any action brought against the Distributor,  its officers or
        directors, or any such controlling person, such notification to be given
        by letter or telegram addressed to the Fund. The Fund agrees promptly to
        notify  the  Distributor  of  the  commencement  of  any  litigation  or
        proceedings  against it or any of its directors in  connection  with the
        issue and sale of any shares of it Capital Stock.

        The  Distributor  agrees to  indemnify,  defend  and hold the Fund,  its
        officers and  directors  and any person who  controls the Fund,  if any,
        within the meaning of Section 15 of the Securities Act of 1933, free and
        harmless from and against any and all claims,  demands,  liabilities and
        expenses  (including the cost of investigating or defending such claims,
        demands   liabilities  and  any  counsel  fees  incurred  in  connection
        therewith)  which  the  Fund,  its  directors  or  officers  or any such
        controlling  person may incur under the  Securities Act of 1933 or under
        common law or otherwise;  but only to the extent that such  liability or
        expense  incurred  by the  Fund,  its  directors  or  officers  or  such
        controlling person resulting from such claims or demands shall arise out
        of or be based upon any  alleged  untrue  statement  of a material  fact
        contained in information  furnished in writing by the Distributor to the
        Fund for use in the Fund's registration statement or prospectus or shall
        arise out of or be based upon any  alleged  omission to state a material
        fact in connection  with such  information  required to be stated in the
        registration   statement  or   prospectus  or  necessary  to  make  such
        information not misleading. The Distributor's agreement to indemnify the
        Fund,  its directors and officers,  and any such  controlling  person as
        aforesaid is expressly  conditioned upon the Distributor  being promptly
        notified  of any  action  brought  against  the Fund,  its  officers  or
        directors or any such controlling person.

17.     DURATION AND TERMINATION OF THIS AGREEMENT

        This  Agreement  shall become  effective  upon the effective date of the
        Fund's initial  registration  statement under the Securities Act of 1933
        and will remain in effect from year to year thereafter, but only so long
        as such continuance is specifically approved, at least annually,  either
        by the Board of Directors of the Fund, or by a vote of a majority of the
        outstanding voting securities of the Fund, provided that in either event
        such  continuation  shall be  approved  by the vote of a majority of the
        directors who are not interested  persons of the Distributor,  Principal
        Mutual Life Insurance  Company,  or the Fund cast in person at a meeting
        called for the purpose of voting on such

        approval.  This Agreement may on 60 days written notice be terminated at
        any time,  without the payment of any  penalty,  by the Fund,  or by the
        Distributor.  This Agreement shall terminate  automatically in the event
        of its assignment by the  Distributor and shall not be assignable by the
        Fund without the consent of the Distributor.

        In  interpreting  the provisions of this  paragraph 15, the  definitions
        contained  in  section  2(a)  of the  Investment  Company  Act  of  1940
        (particularly the definitions of "interested  person",  "assignment" and
        "voting security") shall be applied.

18.     AMENDMENT OF THIS AGREEMENT

        No provision of this  Agreement  may be changed,  waived,  discharged or
        terminated  orally,  but only by an instrument in writing  signed by the
        party  against which  enforcement  of the change,  waiver,  discharge or
        termination is sought.  If the Fund should at any time deem it necessary
        or  advisable in the best  interests  of the Fund that any  amendment of
        this  Agreement be made in order to comply with the  recommendations  or
        requirements  of  the  Securities  and  Exchange   Commission  or  other
        governmental authority or to obtain any advantage under state or federal
        tax  laws  and  should  notify  the  Distributor  of the  form  of  such
        amendment,  and the  reasons  therefor,  and if the  Distributor  should
        decline  to  assent  to such  amendment,  the  Fund may  terminate  this
        Agreement forthwith.  If the Distributor should at any time request that
        a change be made in the Fund's  Certificate of Incorporation or By-laws,
        or in its  method  of  doing  business,  in  order  to  comply  with any
        requirements  of  federal  law  or  regulations  of the  Securities  and
        Exchange Commission or of a national securities association of which the
        Distributor is or may be a member, relating to the sale of shares of the
        Fund,  and the Fund  should  not make  such  necessary  change  within a
        reasonable time, the Distributor may terminate this Agreement forthwith.

19.     ADDRESS FOR PURPOSES OF NOTICE

        Any notice  under this  Agreement  shall be in  writing,  addressed  and
        delivered or mailed, postage prepaid, to the other party at such address
        as such other party may designate for the receipt of such notices. Until
        further notice to the other party,  it is agreed that the address of the
        Fund and that of the Distributor for this purpose shall be The Principal
        Financial Group, Des Moines, Iowa 50392.

        IN WITNESS WHEREOF,  the parties hereof have caused this Agreement to be
executed in duplicate on the day and year first above written.

PRINCOR SHORT-TERM BOND FUND, INC.       PRINCOR FINANCIAL SERVICES CORPORATION


By ________________________________      By ________________________________
   A. S. Filean, Vice President             S. L. Jones, President


                          INVESTMENT SERVICE AGREEMENT


       THIS  INVESTMENT  SERVICE  AGREEMENT,  to be  effective  the  ___  day of
________,  1995, by and between PRINCOR SHORT-TERM BOND FUND, INC. (the "Fund"),
an  open-end  investment  company  formed  under the laws of  Maryland,  PRINCOR
MANAGEMENT CORPORATION  ("Manager"),  an Iowa corporation,  and PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY, a specially chartered Iowa life insurance company;

                                               W I T N E S S E T H:

       WHEREAS,  Principal  Mutual  Life  Insurance  Company has  organized  the
Manager  to  serve  as  investment   adviser  and  is  the  owner  (through  its
subsidiaries) of all of the outstanding stock of the Manager; and

       WHEREAS,  the  Manager  and  the  Fund  have  entered  into a  Management
Agreement  effective as of ________ __, 1995 whereby the Manager  undertakes  to
furnish the Fund with investment  advisory  services and certain other services;
and

       WHEREAS,  the  Manager has the right under the  Management  Agreement  to
appoint one or more sub-advisors to furnish such services to the Fund; and

       WHEREAS,  Principal  Mutual  Life  Insurance  Company  is willing to make
available to the Manager on a part-time basis certain  employees and services of
Principal Mutual Life Insurance  Company and its subsidiaries for the purpose of
better enabling the Manager to fulfill its investment advisory obligations under
the Management Agreement, provided that the Manager bears all costs allocable to
the time spent by them on the  affairs of the  Manager,  and the Manager and the
Fund believe that such an arrangement will be for their mutual benefit:

       NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  herein
contained, the parties hereto agree as follows:

       1. The Manager  shall have the right to use, on a  part-time  basis,  and
Principal Mutual Life Insurance Company shall make available on such basis, such
employees of Principal  Mutual Life Insurance  Company and its  subsidiaries and
for such periods as may be agreed upon by the Manager and Principal  Mutual Life
Insurance Company and its  subsidiaries,  as reasonably needed by the Manager in
the performance of its investment advisory services (but not its administrative,
transfer and paying services) under the Management Agreement.  It is anticipated
that such  employees will be persons  employed in the  Investment  Department of
Principal Mutual Life Insurance  Company or its  subsidiaries.  Principal Mutual
Life Insurance  Company will also make available to the Manager or the Fund such
clerical, stenographic and administrative services as the Manager may reasonably
request to facilitate its performance of such investment advisory services.

       2. The  employees  of  Principal  Mutual Life  Insurance  Company and its
subsidiaries in performing  services for the Manager  hereunder may, to the full
extent that they deem  appropriate,  have access to and utilize  statistical and
economic data,  investment  research reports and other material  prepared for or
contained in the files of the  Investment  Department  of Principal  Mutual Life
Insurance  Company or its subsidiaries  which is relevant to making  investments
for the Fund,  and may make such materials  available to the Manager,  provided,
that any such  materials  prepared  or  obtained  in  connection  with a private
placement  or other  non-public  transaction  need not be made  available to the
Manager if Principal Mutual Life Insurance Company or its subsidiaries deem such
materials confidential.

       3.  Employees  of  Principal   Mutual  Life  Insurance   Company  or  its
subsidiaries  performing  services for the Manager  pursuant hereto shall report
and be  responsible  solely to the  officers  and  directors  of the  Manager or
persons  designated  by them.  Principal  Mutual Life  Insurance  Company or its
subsidiaries  shall have no responsibility  for investment  recommendations  and
decisions of the Manager based upon  information  or advice given or obtained by
or through such Principal Mutual Life Insurance  Company  employees or employees
of Principal Mutual Life Insurance Company subsidiaries.

       4. Principal Mutual Life Insurance  Company will, to the extent requested
by the  Manager,  supply  to  employees  of  the  Manager  (including  part-time
employees of Principal Mutual Life Insurance Company or its subsidiaries serving
the Manager) such clerical,  stenographic and  administrative  services and such
office  supplies and equipment as may be reasonably  required in order that they
may  properly  perform  their  respective  functions on behalf of the Manager in
connection  with its performance of its investment  advisory  services under the
Management Agreement.

       5. The obligation of performance under the Management Agreement is solely
that of the  Manager,  and  Principal  Mutual  Life  Insurance  Company  and its
subsidiaries  undertake no  obligation in respect  thereto,  except as otherwise
expressly provided herein.

       6. In  consideration  of the services to be rendered by Principal  Mutual
Life Insurance Company or its subsidiaries and their employees  pursuant to this
Investment Service Agreement,  the Manager agrees to reimburse  Principal Mutual
Life Insurance Company or its subsidiaries for such costs,  direct and indirect,
as may be fairly  attributable to the services  performed for the Manager.  Such
costs shall include, but not be limited to, an appropriate portion of:

             (a)   salaries;

             (b)   employee benefits;

             (c)   general overhead expense;

             (d)   supplies and equipment; and

             (e)   a  charge  in the  nature  of rent  for the  cost of space in
                   Principal  Mutual  Life  Insurance   Company  offices  fairly
                   allocable to activities of the Manager under the Management
                   Agreement.

In the event of  disagreement  between  the Manager  and  Principal  Mutual Life
Insurance  Company and its  subsidiaries  as to a fair basis for  allocating  or
apportioning  costs, such basis shall be fixed by the public accountants for the
Fund.

       7. This  Investment  Service  Agreement  shall  remain in force until the
conclusion  of the first  meeting of the  shareholders  of the Fund and if it is
approved by a vote of a majority of the  outstanding  voting  securities  of the
Fund,  it shall  continue from year to year  provided  that the  continuance  is
specifically  approved at least annually either by the Board of Directors of the
Fund or by vote of a majority of the outstanding  voting  securities of the Fund
and in either event such continuance shall be approved by the vote of a majority
of the directors who are not interested persons of the Manager, Principal Mutual
Life  Insurance  Company  or its  subsidiaries  or the Fund  cast in person at a
meeting  called for the  purpose  of voting on such  approval.  This  Investment
Service  Agreement may, on sixty days written notice,  be terminated at any time
without the payment of any penalty,  by the Board of  Directors of the Fund,  by
vote of a majority of the  outstanding  voting  securities  of the Fund,  by the
Manager or Principal  Mutual Life Insurance  Company.  This  Investment  Service
Agreement  shall  automatically  terminate  in the event of its  assignment.  In
interpreting  the  provisions  of this Section 7, the  definitions  contained in
Section 2(a) of the Investment Company Act of 1940 (particularly the definitions
of "interested persons", "assignment" and "voting securities") shall be applied.

       8.  Any  notice  under  this  Investment  Service  Agreement  shall be in
writing,  addressed and delivered or mailed postage prepaid to the other parties
at such  addresses as such other  parties may  designate for the receipt of such
notices. Until further notice it is agreed that the address of the fund, that of
the  Manager  and  that of  Principal  Mutual  Life  Insurance  Company  and its
subsidiaries  for this  purpose  shall be The  Principal  Financial  Group,  Des
Moines, Iowa 50392.


       IN WITNESS WHEREOF,  the parties hereto have caused this instrument to be
executed in three  counterparts  by their duly  authorized  officers the day and
year first above written.


                       PRINCOR SHORT-TERM BOND FUND, INC.

              By _________________________________________________
                                  A. S. Filean


                         PRINCOR MANAGEMENT CORPORATION

              By _________________________________________________
                                   S. L. Jones



                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

              By _________________________________________________
                                  R. E. Keller



                     PRINCOR FINANCIAL SERVICES CORPORATION
                          The Principal Financial Group
                           Des Moines, Iowa 50392-0200
                                 (515) 247-5711

                                     DEALER
                                SELLING AGREEMENT
                                  FOR SHARES OF
                       THE PRINCOR FAMILY OF MUTUAL FUNDS


     Dealer Selling  Agreement between Princor  Financial  Services  Corporation
("Princor",   "We"  or   "Us")   and   _________________________________________
("Dealer" or "You") dated as of --------------------------.

As  Distributor  and Principal  Underwriter  for the Princor Funds  (hereinafter
collectively  referred to as the "Funds" and individually as a "Fund"),  each an
open-end  investment  company of which we are,  or may become,  Distributor  and
whose shares are offered to the public at an offering price which may or may not
include a sales charge,  we invite you to become a Selected Dealer to distribute
shares of the Funds.

1.       Each Fund  offers  two  classes  of shares - one  class  which  bears a
         front-end  load (the  "Class A  Shares)  and one  class  which  bears a
         deferred load (the "Class B Shares"). (The Class A Shares and the Class
         B Shares are collectively referred to as the "Shares").  Class A Shares
         of the Money Market  Funds are offered at net asset value,  without any
         sales charge.

2.       Orders for shares  received  from you and accepted by us will be at the
         current public  offering price  applicable to each order as established
         by the then current  Prospectus of each Fund. The procedure relating to
         the handling of orders shall be subject to instructions  which we shall
         forward from time to time to all Selected  Dealers.  Each Fund reserves
         the right to withdraw shares from sale temporarily or permanently.  All
         orders are subject to acceptance or rejection by us and the Fund,  each
         in its sole discretion.

3.       The sales  charge  applicable  to any sale of Class A Shares by you and
         the dealer  discount  applicable to any order from you for the purchase
         of  Class A Shares  accepted  by us  shall  be that  percentage  of the
         applicable  public offering price determined as set forth in the Funds'
         then current Prospectus and/or Statement of Additional Information.

         The rates of any sales charge and/or dealer discount for Class A Shares
         are  subject to change by us from time to time,  and any orders  placed
         after the effective  date of such change will be subject to the rate(s)
         in effect at the time of receipt of the payment by us.

         Any such sales charges and discounts to selected dealers are subject to
         reductions  under a variety of circumstances as may be described in the
         Funds'  then  current   Prospectus   and/or   Statement  of  Additional
         Information.  To obtain any such reductions, we must be notified when a
         sale takes place which would qualify for the reduced  charge.  There is
         currently no sales charge,  selling concession or discount on purchases
         of  Shares  by  the   reinvestment   of  dividends  or  capital   gains
         distributions,  or when  there is a  transfer  from one Fund to another
         Fund or from one account to another account.

4.       If you sell Class B Shares, we will pay you a sales commission equal to
         the  percentage of the aggregate net asset value of such Class B shares
         sold  as set  forth  in  the  Funds'  then  current  Prospectus  and/or
         Statement of Additional Information.

         We will pay such sales  commissions  to you  bi-monthly on the 15th and
         last day of each month.

         The rates of any sales charge and/or dealer discount for Class B Shares
         are  subject to change by us from time to time,  and any orders  placed
         after the effective  date of such change will be subject to the rate(s)
         in effect at the time of receipt of the payment by us.

         We shall be entitled to any contingent  deferred sales charges ("CDSC")
         on any Shares sold. If, with respect to any Class B Shares sold by you,
         any CDSC is waived as provided in the Funds'  then  current  Prospectus
         and/or Statement of Additional  Information,  then in any such case you
         shall  remit  to us  promptly  upon  notice  an  amount  equal  to  the
         commissions or a portion of the commission paid on such shares.

5.       Redemption of Shares will be made at the net asset value of such Shares
         in  accordance  with the  then  current  Prospectus  and  Statement  of
         Additional  Information  of the  Funds  less,  in the  case of  Class B
         Shares, any applicable CDSC payable to us.

6.       All of the Funds (the "Plan  Funds") have adopted a  Distribution  Plan
         (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of
         1940 (the "1940 Act").  No such  Agreement  has been adopted by Princor
         Cash Management Fund or Princor Tax-Exempt Cash Management Fund for its
         Class A shares.  Each  Agreement  defines  service  to be  provided  by
         Selected  Dealers  for which they will be  compensated  pursuant to the
         Plan.

        (a) As a Selected Dealer, you agree to provide  distribution  assistance
and  administrative  support  services in connection  with the  distribution  of
shares of the Plan  Funds to  customers  who may from time to time  directly  or
beneficially-owned  Shares,  including  but not  limited to  distributing  sales
literature,  answering  routine  customer  inquiries  regarding  the Plan Funds,
assisting in the establishment and maintenance of accounts in the Plan Funds and
in the processing of purchases and redemptions of Shares, making the Plan Funds'
investment  plans and  dividend  options  available,  and  providing  such other
information  and  services in  connection  with the  distribution  of Plan Funds
Shares as may be reasonably requested from time to time.

         (b)      For such services, you will be compensated in accordance
                   with the then current Prospectus of the Plan Funds.

         (c)      The Plan may be terminated at any time without  payment of any
                  penalty  by any Fund in  accordance  with the rules  governing
                  such  plans   promulgated   by  the  Securities  and  Exchange
                  Commission.

         (d)      The provisions of the Plan are incorporated  herein and made a
                  part hereof by reference,  and will continue in full force and
                  effect  so  long  as its  continuance  is  approved  at  least
                  annually pursuant to Rule 12b-1.

     7. Each party to this Agreement  represents that it currently is and, while
this  Agreement is in effect,  will  continue to be a member in good standing of
the National  Association  of Securities  Dealers,  Inc.  ("NASD") and agrees to
abide by all Rules and Regulations of that Association, including the NASD Rules
of Fair Practice.  If you are a foreign  dealer,  not eligible for membership in
the  Association,  you still agree to abide by the Rules and  Regulations of the
Association. We both agree to comply with all applicable state and federal laws,
rules and  regulations  of the  Securities  and  Exchange  Commission  and other
authorized United States or foreign regulatory agencies.  You further agree that
you will not sell,  offer for sale, or solicit  shares of the Funds in any state
where they have not been qualified for sale. You will solicit  applications  and
sell  shares  only  in  accordance  with  the  terms  and  on the  basis  of the
representations  contained in the  appropriate  prospectus and any  supplemental
literature furnished by us.

8.       IT IS AGREED

     (a) That neither of us shall withhold placing  customers' orders for shares
so as to profit as a result of such withholding.

     (b) We shall not  purchase  shares from the Funds except for the purpose of
covering purchase orders already received,  and you shall not purchase shares of
the Funds except for the purpose of covering purchase orders already received by
you or for your own bona fide investment purposes, provided, however, any shares
purchased for your own bona fide  investment  purposes will not be resold except
through  redemption of the Funds.  Delivery of certificates,  if any, for Shares
purchased shall be made by a Fund only against receipt of the purchase price. If
payment for the Shares  purchased and all necessary  applications  and documents
required by the Funds or us are not received  within five  business days or such
shorter  time as may be required  by law,  the sale may be  cancelled  forthwith
without any  responsibility or liability on our part or on the part of the Funds
(in which case you will be responsible  for any loss,  including loss of profit,
suffered  by a Fund  resulting  from your  failure to make  payments  or provide
documents as aforesaid),  or, at our option,  we may cause the Shares ordered to
be redeemed by the relevant Fund (in which case we may hold you  responsible for
any loss).

     (c) We shall accept only unconditional  orders. Any right granted to you to
sell shares on behalf of the Funds will not apply to shares issued in connection
with the merger or consolidation of any other investment  company with a Fund or
its acquisition,  purchase or otherwise,  of all or substantially all the assets
of any investment  company or  substantially  all the outstanding  shares of any
such company.  Also, any such right shall not apply to shares  issued,  sold, or
transferred,  whether Treasury or newly issued shares,  that may be offered by a
Fund to its  shareholders  as stock  dividends  or splits for not less than "net
asset value."

         (d)      We reserve  the right to reject any order or  application  for
                  shares or to withdraw the offering of shares entirely,  and to
                  change any sales charge and dealer  concession,  provided that
                  no such change shall affect  concessions on orders accepted by
                  us prior to notice of such change,  unless such change results
                  from  a   reduction   in  sales   charges   because  of  legal
                  requirements.

         (e)      You shall not purchase  shares of a Fund from a shareholder at
                  a price per share  which is lower than the  current  net asset
                  value per share  which is next  computed  after the receipt of
                  the tender of such shares by the shareholder.

     (f) If shares of the Fund are tendered for redemption within seven business
days after  confirmation by us of your original  purchase order for such shares,
(i) you shall immediately refund to us the full concession allowed to you on the
original sale, and (ii) we shall pay to the Fund our share of the "sales charge"
on the  original  sale by us, and shall also pay to the Fund the refund which we
received under (i) above. You shall be notified by us of such redemption  within
ten days of the date on which proper  request for  redemption is delivered to us
or the Fund. Termination or cancellation of this Agreement shall not relieve you
or us from requirements of this subparagraph (f).

         (g)      This agreement may not be assigned or transferred in any
                  manner including by operation of law.

9.       We  will  furnish  you,  without  charge,   reasonable   quantities  of
         Prospectuses and sales material or supplemental  literature relating to
         the sale of shares of the Funds.

     10. In all sales of shares, you act as principal and are not employed by us
as  broker-agent  or employee.  You are not authorized to act for us nor to make
any representations in our behalf. In purchasing or selling shares hereunder you
are  entitled  to  rely  only  upon  the  current  Prospectus  and  supplemental
literature  approved  in  writing  by us. In the offer and sale of shares of the
Funds, you shall not use any Prospectus or supplemental  literature not approved
in writing by us. No person is authorized to make any representations concerning
shares  of  the  Funds  except  those  contained  in a  current  Prospectus  and
supplemental  literature  approved  in  writing  by us.  You will use your  best
efforts  in the  promotion  of sales of Shares and will be  responsible  for the
proper  instruction  and  training  of all sales  personnel  employed by you. In
making sales of Shares,  you and your  personnel  will conform to the compliance
standards set forth in Exhibit A hereto.

     11. You will indemnify,  defend,  and hold harmless our firm and all of its
affiliates,  and their officers,  directors,  employees,  agents,  and assignees
against  all losses,  claims,  demands,  liabilities,  and  expenses,  including
reasonable  legal  and other  expenses  incurred  in  defending  such  claims or
liabilities,  whether or not resulting in any liability to any of them, or which
they or any of them may incur,  including but not limited to alleged  violations
of the Securities Act of 1933, as amended and/or to the Securities  Exchange Act
of 1934, as amended, arising out of the offer or sale of any securities pursuant
to  this  Agreement,  or  arising  out of the  breach  of any of the  terms  and
conditions of this Agreement, other than any claim, demand, or liability arising
from any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in a prospectus for the Funds, as filed and in effect with the SEC, or
any amendment or supplement thereto, or in any application  prepared or approved
in writing by our counsel and filed with any state regulatory agency in order to
register  or  qualify  under  the   securities   laws  thereof  (the  "blue  sky
applications"),  or which  shall  arise out of or be based upon any  omission or
alleged  omission to state  therein a material fact required to be stated in the
prospectus or any of the blue sky applications or which is necessary to make the
statements or a part thereof not  misleading,  which  indemnity  provision shall
survive the termination of this Agreement.

12.      No obligation not expressly assumed by us in this Agreement shall be
         implied.

13.      Either party to this  Agreement may terminate this Agreement by written
         notice to the other party.  We may modify this Agreement at any time by
         written notice to you. Any notice shall be deemed to have been given on
         the  date  upon  which it was  either  delivered  personally  or by fax
         transmission to the other party or to any office or member thereof,  or
         was  mailed   post-paid  or   delivered  to  a  telegraph   office  for
         transmission at his or its address as shown herein.

     14.  All  communications  to us should be sent to the  above  address.  Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you herein.

15.      This  Agreement  shall be construed in accordance  with the laws of the
         State of Iowa and shall be binding upon both parties hereto when signed
         by both of us in the spaces provided below. This Agreement shall not be
         applicable  to shares of the Funds in any state in which  those  shares
         are not qualified for sale.

16.      This Agreement  shall be binding upon both parties hereto when executed
         by both parties and  supersedes  any prior  agreement or  understanding
         between  us and you with  respect  to the sale of the Shares and any of
         the Funds.

17.      This Agreement is in all respects subject to Section 26 of the Rules of
         Fair  Practice of the NASD which shall  control any  provisions  to the
         contrary in this Agreement.

18.      If the foregoing represents your understanding, please so indicate by
         signing in the proper space below.

                                            Very truly yours,



                     PRINCOR FINANCIAL SERVICES CORPORATION

                                            By:

                                            Title:




We accept the offer set forth above,  which constitutes a Selling Agreement with
us.

BY:

TITLE:

DEALER:

ADDRESS:



DATE:

<PAGE>
                                   APPENDIX A


Compliance Standards

Princor  Financial  Services  Corporation  ("Princor"),  as distributor  for the
Princor  Funds which offers  their shares on both a front-end  load and deferred
load basis, has established  compliance  standards  setting forth the basis upon
which shares of the Princor Funds may be sold.  These standards are designed for
each broker/dealer  ("dealer") which distributes shares of the Princor Funds and
for such dealer's financial advisers.

     As Princor Funds are offered with two different  arrangements  of sales and
distribution  fees,  it is  important  for an investor not only to choose a fund
that best suits his or her investment  objectives,  but also to choose the sales
financing method which best suits the investor's particular situation. To assist
clients of those firms  which  distribute  shares of the Princor  Funds in these
decisions   and  to  ensure   proper   supervision   of  Princor  Fund  purchase
recommendations,  Princor  requires  that such dealers  adhere to the  following
compliance standards when selling Princor Funds:

1.   Any  purchase  that  results in a  shareholder  having  less than  $250,000
     invested in Princor accounts that are aggregated for rights of accumulation
     purposes may be either  front-end load (Class A) or subject to a contingent
     deferred sales charge (Class B).

     The dealer's branch office manager (or other appropriate reviewing officer)
     must review for suitability the purchase order ticket for shares subject to
     either a  front-end  or a  contingent  deferred  sales  charge,  given  the
     relevant facts and circumstances, including but not limited to:

     (a) the specific purchase order dollar amount;
     (b) the length of time the investor expects to
         hold the shares purchased; and
     (c) any other relevant circumstances, such as the
         availability of purchases under letters of
         intent or pursuant to rights of accumulation.

2.   Any mutual fund purchase order that results in a
     shareholder having $250,000 or more invested in
     Princor accounts that are aggregated for rights of
     accumulation purposes should be for shares
     which are subject to a front-end sales load
     (Class A shares) because there are few
     circumstances under which it is advantageous for
     an investor to place such an order for Class B
     shares.  Such an order placed for shares subject
     to a contingent deferred sales charge must be
     approved by the dealer's regional director (or a
     person of comparable status) and confirmed in
     writing by the investor.

General Guidelines

There are instances  where one financing  method may be more  advantageous to an
investor  than the other.  For example,  investors who qualify for a significant
discount on a front-end  sales load may determine that a front-end load purchase
is preferable to payment of the higher SEC Rule 12b-1  distribution  fee and the
contingent deferred sales charge imposed upon Class B shares.

On the other hand, an investor  whose order would not qualify for a discount may
wish to defer the sales load and have all funds invested in shares initially.

Responsibility of Branch Office Manager
(or other appropriate reviewing officer)

The dealer's branch office manager or other  appropriate  reviewing officer (the
"Reviewing Officer") must ensure that the registered  representative has advised
the client of the available  financing methods offered by the Princor Funds, and
the impact of choosing one method over another. In certain instances,  it may be
appropriate for the branch office manager to discuss the purchase  directly with
the client.

Effectiveness

These compliance guidelines are effective immediately upon execution of a dealer
agreement  with Princor with respect to any order for shares of any Princor Fund
for which Princor acts as distributor.
     Questions relating to these compliance guidelines should be directed by the
dealer  to its  national  mutual  fund  sales and  marketing  group or its Legal
Department or Compliance Director. Princor will advise dealers of any changes in
these guidelines in the future. 

Principal Mutual Life Insurance Company Master Individual Retirement Account 
Plan and Custody Agreement

This  is  the  Principal  Mutual  Life  Insurance  Company's  Master  Individual
Retirement  Account Plan and Custody Agreement for use by individuals who desire
to establish an Individual  Retirement  Account  (IRA),  as described in Section
408(a) of the  Internal  Revenue Code (Code).  Principal  Mutual Life  Insurance
Company hereby agrees to act as Custodian of any IRA established  under the Plan
and this Agreement, subject to the following terms and conditions:

ARTICLE I - Limitations on Contributions

In  addition  to the  initial  contribution  made at the  time  the  Account  is
established,  the Custodian may accept additional cash contributions from, or on
behalf of,  the  Participant  for a taxable  year of the  Participant  except as
limited below.

Except in the case of a Rollover  Contribution as that term is described in Code
Sections 402(c), 403(a)(4),  403(b)(8) or 408(d)(3), or an employer contribution
to a  Simplified  Employee  Pension  as defined  in  Section  408(k),  only cash
contributions  will be  accepted,  and such  contribution  shall not  exceed the
lesser of $2,000 or 100% of compensation.

Two  applications  are  necessary if both spouses are  establishing  an IRA. The
maximum combined contribution in the event of a non-working spouse is the lesser
of 100% of compensation or $2250. The maximum contribution must be split between
the two accounts so no more than $2000 is placed in either account.

Excess Contributions

A retirement  savings  deduction will not be allowed for contributions to an IRA
in  excess  of the  100%-$2,000/$2,250  limits,  or in the case of a  Simplified
Employee Pension, 15%-$30,000 limitation discussed above; nor will the deduction
be  allowed  for any  contribution  made  during  the year in which or after the
Participant  reaches  70  1/2  (except  in the  case  of a  Simplified  Employee
Pension),  or in the case of a Participant who is a non-working spouse, the year
in which or after the working spouse  reaches age 70 1/2. (A deductible  spousal
contribution  can be made to the IRA of the  non-working  spouse  as long as the
non-working  spouse  is  under  age 70 1/2 and the  working  spouse  has  earned
income.) Additionally,  a nondeductible federal excise tax penalty in the amount
of 6% of such excess  contributions  will be imposed on any  Participant who has
excess  contributions  in his IRA.  This penalty will be imposed each year until
the excess contributions are removed.

An excess  contribution  may be removed from an IRA by withdrawing the amount of
the excess or by applying the excess toward the retirement  savings deduction of
the  Participant in a subsequent  year. If an excess  contribution  is withdrawn
from the  Retirement  Account,  together  with  the net  income  of such  excess
contribution,  prior to the due date for  filing  the  Participant's  income tax
return  for the year in  which  the  excess  contribution  was  made  (including
extensions of time),  the 6% nondeductible  excise tax will not be imposed,  the
contribution  withdrawn will not be included in the  Participant's  gross income
for  the  year  in  which  received,  and  the  federal  10%  tax  on  premature
distributions (see  Distributions)  will not be imposed on the excess withdrawn.
The net income on such excess  contribution  that is withdrawn will be deemed to
have been  earned  and is  taxable  in the  taxable  year in which  such  excess
contribution was made.

If an  excess  contribution  is  withdrawn  after  the due date for  filing  the
Participant's  income tax return for the taxable year  (including  extensions of
time) and no deduction was taken for the excess portion of the contribution, the
excess withdrawn will not be included in the Participant's  federal gross income
for  the  year  in  which  received,  and  the  10%  federal  tax  on  premature
distributions  will not be imposed on the excess  withdrawn,  provided  that the
total contributions during the year, including the excess contribution,  did not
exceed $2,250. Any earnings of such excess contributions withdrawn after the due
date for filing the  Participant's  income tax return  (including  extensions of
time)  will be  subject  to the  taxes on  premature  distributions  and will be
included in federal gross income.

If an  excess  contribution  is  withdrawn  after  the due date for  filing  the
Participant's  income tax return for the taxable year  (including  extensions of
time) and the total  contribution  for the taxable  year  exceeded  $2,250,  the
excess  contribution  that is  withdrawn  will be included in the  Participant's
federal  gross  income for the year in which  received,  the 10%  federal tax on
premature  distributions  will be imposed on the  amount  withdrawn,  and the 6%
nondeductible  excise  tax  will be  imposed  for each  year  until  the  excess
contribution is removed.

ARTICLE II - Nonforfeitability

The interest of the  Participant  in the balance in his or her Account  shall at
all times be nonforfeitable.

The Account is established for the exclusive  benefit of the Participant and his
or her beneficiaries.

ARTICLE III - Prohibited Investments

No part of the custodial  funds shall be invested in life  insurance  contracts,
nor may the  assets  of any  Participant's  Account  be  commingled  with  other
property  except in a common  trust fund or common  investment  fund [within the
meaning of Code  Section  408(a)(5)].  All funds  shall be invested in shares of
such Mutual Funds as Participant shall designate.

ARTICLE IV - Distributions

The  entire  amount  of any  distribution  from  an  IRA,  other  than a  timely
withdrawal of excess  contribution,  including amounts deemed distributed as the
result  of a  prohibited  transaction  (see  Prohibited  Transactions)  will  be
includible in the gross income of the person  receiving  such  distribution  and
taxable as ordinary income. If the distribution occurs before the Participant is
age 59 1/2, the Participant will be charged with a nondeductible  federal excise
tax of 10% of the amount of the premature distribution.  The excise tax will not
be  applied,   however,  if  the  distribution  or  withdrawal  is  due  to  the
Participant's death,  disability as defined in the Plan, or if distributions are
made in substantially  equal periodic  payments (at least annually) for the life
expectancy of the  individual or the joint life  expectancies  of the individual
and his or her own beneficiary.

The  Participant may begin to take money out of an IRA without penalty after the
age of 59 1/2, but must begin  receiving a distribution  from his or her Account
not later than the April 1 following the calendar year in which the  Participant
attains age 70 1/2  (required  beginning  date).  At least 30 days prior to that
date the Participant  must elect to have the balance in the Account  distributed
in:
     (a) a single sum payment,
     (b) equal, or substantially equal, monthly, quarterly, semiannual or annual
         payments (see "Minimum amounts to be distributed" below) commencing not
         later than the above date and not extending  beyond the life expectancy
         of the Participant, or
     (c) equal, or substantially equal, monthly, quarterly, semiannual or annual
         payments (see "Minimum amounts to be distributed" below) commencing not
         later than the above date and not  extending  beyond the joint and last
         survivor  expectancy of the lives of the Participant and the designated
         Beneficiary.

Minimum amounts to be distributed. If the Participant's entire interest is to be
distributed  in other than a lump sum,  then the amount to be  distributed  each
year (commencing with the required beginning date and each year thereafter) must
be at least equal to the quotient obtained by dividing the Participant's benefit
by the applicable life expectancy.

For  calendar  years  beginning  after  December  31,  1988,  the  amount  to be
distributed  each  year,  beginning  with the  first  calendar  year  for  which
distributions are required and then for each succeeding calendar year, shall not
be less than the quotient obtained by dividing the Participant's  benefit by the
lesser of (1) the applicable life expectancy or (2) if the Participant's  spouse
is not the designated  beneficiary,  the applicable  divisor determined from the
table set forth in Q&A-4 of section  1.401(a)(9)-2  of the  Proposed  Income Tax
Regulations.   Distributions  after  the  death  of  the  Participant  shall  be
distributed using the applicable life expectancy as the relevant divisor without
regard to proposed regulations section 1.401(a)(9)-2.

Life expectancy is computed by use of the expected return  multiples in Tables V
and VI of section 1.72-9 of the Income Tax Regulations. Unless otherwise elected
by the  Participant  by the time  distributions  are  required  to  begin,  life
expectancies shall be recalculated annually.  Such election shall be irrevocable
as to the  Participant  and  shall  apply  to all  subsequent  years.  The  life
expectancy of a non-spouse  beneficiary may not be recalculated;  instead,  life
expectancy will be calculated using the attained age of such beneficiary  during
the calendar year in which  distributions are required to begin pursuant to this
section,  and payments for  subsequent  years shall be calculated  based on such
life  expectancy  reduced by one for each  calendar year which has elapsed since
the calendar year life expectancy was first calculated.

A 50% excise tax will be imposed on the  difference  between the minimum  payout
required and the amount actually paid, unless the  underdistribution  was due to
reasonable cause.

Notwithstanding  that  distributions  may have commenced  pursuant to (b) or (c)
above, the Participant may receive a larger  distribution  from the Account upon
written request to the Custodian.  If the Participant  fails to elect any of the
methods  described  above on or before  April 1 following  the year in which the
Participant  attains  age 70 1/2,  distribution  will be  made in a  single  sum
payment on or before that date.

Notwithstanding  any  other  provision  of  this  Plan,  the  Participant  or  a
Beneficiary  may elect to receive  distribution  in any manner  permitted by law
which  satisfies  the  requirements  of  Section   401(a)(9)  of  the  Code  and
Regulations thereunder, and approved by the Custodian.

The duty to determine  the amount of the  distributions  hereunder  shall be the
Participant's  or, when applicable,  the designated  Beneficiary.  The Custodian
shall not be liable to the  Participant  or any other  person for taxes or other
penalties  incurred  as a result of failure to  distribute  the  minimum  amount
required by law.

Any  distributions  before the age of 59 1/2 will  result in an  additional  tax
equal to 10% of the taxable amount of the  distribution,  unless the participant
is disabled.  The 10% penalty does not apply to amounts not exceeding the amount
allowable as a deduction for medical  expenses,  or to a series of substantially
equal periodic  payments over the  participant's  life or life expectancy or the
joint lives or life expectancies of the participant and the beneficiary.

Distributions  are  generally  taxed as  ordinary  income  in the year  they are
received,  and are not  eligible  for  capital  gains  treatment  or the special
averaging  rules that apply to lump sum  distributions  from qualified  employee
plans.  Distributions  are  nontaxable to the extent they  represent a return of
certain  nondeductible  contributions  made for years after 1986 (See Income Tax
Considerations).  The nontaxable percentage of such a distribution is determined
by dividing (a) undistributed nondeductible contributions by (b) the total value
of all IRAs (including SEPs and Rollover IRAs).

Unless a special election is made by a taxpayer, any distributions from IRAs and
other  qualified plans within one year in excess of $150,000 may be subject to a
15% excess distribution penalty.

ARTICLE V - Death Benefits

If the Participant dies before receiving full distribution from the Account, the
balance  in the  Account  must  be  distributed  in the  following  manner:  (a)
Distributions  beginning  before death. If the owner dies after  distribution of
his or her interest has begun, the remaining
     portion  of such  interest  will  continue  to be  distributed  at least as
     rapidly as under the method of distribution being used prior to the owner's
     death.
(b)  Distributions  beginning after death. If the owner dies before distribution
     of his or  her  interest  begins,  the  owner's  entire  interest  will  be
     distributed in accordance  with one of the following four  provisions:  (1)
     The owner's  entire  interest  will be paid by December 31 of the  calendar
     year containing the fifth anniversary of the owner's
         death.
     (2) If the owner's  interest is payable to a Beneficiary  designated by the
         owner and the owner has not elected (1) above, then the entire interest
         will be distributed  over the life or over a period certain not greater
         than the life expectancy of the designated Beneficiary commencing on or
         before  December 31 of the  calendar  year  immediately  following  the
         calendar year in which the owner died. The designated  Beneficiary  may
         elect at any time to receive greater payments.
     (3) If the  designated  Beneficiary  of the owner is the owner's  surviving
         spouse,  the spouse may elect to receive equal or  substantially  equal
         payments  over  the life or life  expectancy  of the  surviving  spouse
         commencing  at any date  prior to the later of (1)  December  31 of the
         calendar  year  immediately  following  the calendar  year in which the
         owner died and (2) December 31 of the calendar  year in which the owner
         would have  attained age 70 1/2.  Such  election  must be made no later
         than the earlier of December 31 of the  calendar  year  containing  the
         fifth  anniversary of the owner's death or the date  distributions  are
         required to begin  pursuant to the  preceding  sentence.  The surviving
         spouse may  increase the  frequency  or amount of such  payments at any
         time.
     (4) If the designated  Beneficiary  is the owner's  surviving  spouse,  the
         spouse may treat the  account as his or her own  individual  retirement
         arrangement  (IRA).  This  election will be deemed to have been made if
         such surviving  spouse makes a regular IRA contribution to the account,
         makes a rollover to or from such account,  or fails to elect any of the
         above three provisions.
     (c) Life expectancy is computed by use of the expected return  multiples in
         Tables V and VI of section  1.72-9 of the Income Tax  Regulations.  For
         purposes of  distributions  beginning  after the owner's death,  unless
         otherwise elected by the surviving spouse by the time distributions are
         required to begin,  life expectancies  shall be recalculated  annually.
         Such election shall be irrevocable as to the surviving spouse and shall
         apply to all  subsequent  years.  In the case of any  other  designated
         Beneficiary,  life expectancies  shall be calculated using the attained
         age of such beneficiary during the calendar year in which distributions
         are required to begin  pursuant to this  section,  and payments for any
         subsequent  calendar  year  shall  be  calculated  based  on such  life
         expectancy  reduced by one for each  calendar  year  which has  elapsed
         since the calendar year life expectancy was first calculated.
(d)  For purposes of this  requirement,  any amount paid to a child of the owner
     will be  treated  as if it had been  paid to the  surviving  spouse  if the
     remainder of the interest  becomes payable to the surviving spouse when the
     child reaches the age of majority.

ARTICLE VI - Declaration of Intention

Except in the case of the Participant's death, Disability [as defined in Section
72(m) of the Code] or attainment of age 59 1/2, the Custodian shall receive from
the  Participant  a  declaration  of  the  Participant's  intention  as  to  the
disposition of the amount  distributed  before  distributing  an amount from the
Participant's Account.

ARTICLE VII - Notices And Reports

The Participant agrees to provide  information to the Custodian at such time and
in such manner and  containing  such  information  as may be  necessary  for the
Custodian to prepare any reports required pursuant to Section 408(i) of the Code
and the regulations thereunder.

The Custodian  agrees to submit reports to the Internal  Revenue Service and the
Participant at such time and in such manner and containing  such  information as
is prescribed by the Internal Revenue Service. Currently,  calendar year reports
concerning the status of the account are required to be furnished annually.

ARTICLE VIII - Controlling Article

Notwithstanding  any  other  articles  which may be added or  incorporated,  the
provisions  of Articles I through III and this  sentence  shall be  controlling.
Furthermore,  any such  additional  article  shall be  wholly  invalid  if it is
inconsistent,  in whole  or in part,  with  Section  408(a)  of the Code and the
regulations thereunder.

ARTICLE IX

The Custodian shall have the authority to amend this Agreement from time to time
in order to comply with the provisions of the Code and  regulations  thereunder.
The Custodian shall have the right to amend its fee structure and amounts.  Such
an amendment  shall apply to current  and/or  future years only.  The  Custodian
shall  also  have  the  right to  amend  this  agreement  by  adding  additional
investment alternatives.  Furthermore, other amendments may be made upon written
consent of the Custodian and the Participant.

ARTICLE X - Definitions

Account  shall mean the  Principal  Mutual  Life  Insurance  Company  Individual
Retirement  Account which has been established in accordance with Section 408 of
the Code and consists of the terms and conditions herein set forth together with
the provisions of the Application.

Beneficiary  shall mean the person(s) or  entity(ies)  designated to receive the
balance in the Account upon the death of the  Participant or upon the death of a
prior Beneficiary.

ERISA means the Employee  Retirement  Income  Security Act of 1974, as it may be
amended from time to time.

Compensation means wages, salaries, professional fees, and other amounts derived
from or received for personal  services actually  rendered  (including,  but not
limited to,  commissions-paid  salespersons,  remuneration  for  services on the
basis of a percentage of profits,  commissions on insurance  premiums,  tips and
bonuses) and includes earned income, as defined in Section 401(c)(2) of the Code
(reduced by the deduction the  self-employed  individual takes for contributions
made to a  self-employed  retirement  plan).  For  purposes of this  definition,
Section 401(c)(2) shall be applied as if the term trade or business for purposes
of Section 1402 included service  described in subsection  (c)(6).  Compensation
does not include  amounts  derived  from or received as earnings or profits from
property (including,  but not limited to, interest and dividends) or amounts not
includible  in gross  income.  Compensation  also does not  include  any  amount
received  as a  pension  or  annuity  or  as  deferred  compensation.  The  term
compensation  shall  include any amount  includible  in the  individual's  gross
income  under  Section 71 with  respect to a divorce  or  separation  instrument
described in subparagraph (A) of Section 71(b)(2).

Custodian means Principal Mutual Life Insurance Company or any successor
thereto.

Investment  Manager refers to Princor  Management  Corporation.  This term shall
have the same meaning as that in Section 3(38) of ERISA. The Investment Managers
with respect to the Mutual Funds hereby  acknowledge  that they are  fiduciaries
with respect to the Plan. The Investment Managers with respect to the individual
Participant's  Account hereby acknowledge that they are fiduciaries with respect
to the funds of the Participant.

Princor Group of Funds, Mutual Fund, Fund, or The Princor Family of Mutual Funds
means the fund or funds  managed by Princor  Management  Corporation  which have
been made  available for the  investment of IRA  contributions  and in which all
contributions made under this Plan shall be invested.

Participant   means  any   individual   of  legal  age  who  shall  execute  the
Participation Agreement and make contributions to this Plan.

Participation  Agreement means the written agreement executed by the Participant
and, where applicable, the Broker, whereby the Participant agrees to participate
in the Plan.

Plan means the terms and  conditions  of this  Principal  Mutual Life  Insurance
Company IRA Plan and Custody Agreement including any amendments made pursuant to
Article XV of the Plan.

Spousal IRA means two contributory IRAs established by a working  individual for
himself or herself and for the benefit of his or her non-employed spouse.

All other capitalized  words,  terms and phrases not specifically  defined shall
have and carry the meaning given them under the Code.

ARTICLE XI - Investments

All  contributions  received by the  Custodian  shall be invested in such Mutual
Funds as the Participant may designate.

At  the  time  the  Participant  executes  the  Participation   Agreement,   the
Participant  shall  specify  the  particular  Mutual  Fund  or  Funds  in  which
contributions shall be invested. After the initial contribution, the Participant
may, at any time, direct the Custodian to transfer  contributions  then invested
in any such Fund into any other such  Funds.  Transfers  made  pursuant  to such
direction  shall  not  be  considered  a  distribution  of  any  Account  to the
Participant.

No party identified herein shall be required to comply with any direction of the
Participant  which in the  judgment of such party may subject it to liability or
expense unless such party shall be indemnified in manner and amount satisfactory
to it.

The  Participant  is 100%  vested at all times in all  funds  attributed  to his
Account.

The Participant may not borrow funds from his Account,  nor may he use the funds
as security for any loan or extension of credit.

Except as provided in this Plan, no right,  interest or claim in or to any funds
held in the Mutual Fund shall be  transferable,  assignable or subject to pledge
by the Participant or Beneficiary, and any attempt to transfer, assign or pledge
the same shall not be recognized except as required by law. The right,  interest
or claim in or to any funds  held in the  Mutual  Fund  shall not be  subject to
garnishment, attachment, execution or levy except as permitted by law.

Any Participant under the Plan may transfer his or her interest,  in whole or in
part, to his or her spouse under a decree of divorce or  dissolution of marriage
or a written instrument incident to such divorce or dissolution.  At the time of
transfer,  such interest shall be deemed an IRA of such spouse.  The Participant
shall promptly notify Custodian of any such transfer by delivery to Custodian of
a certified copy of such decree or a true copy of such written instrument.  Upon
receipt  of the  certified  copy of such  decree or a true copy of such  written
instrument  from any  source,  Custodian  shall  promptly  adjust  its books and
records to reflect that such  Account is for the benefit of such former  spouse.
Custodian shall not be required to accept contributions to or make distributions
from an  Account  established  for a former  spouse by reason of a  transfer  of
interest by a  Participant  to such former  spouse  hereunder  until such former
spouse shall execute a Participation Agreement.

The  Plan and the  Accounts  established  hereunder  shall  be  governed  by all
applicable  laws,  rules and regulations of the United States of America and the
State of Iowa.

ARTICLE XII - Contributions

All  initial  contributions  shall  be paid to the  Custodian  at the  time  the
Participation Agreement is executed. Additional contributions may be paid to the
Custodian in such manner and in such amounts as the Custodian shall specify.

Contributions  made by or on behalf of the  Participant  may be paid at any time
during the calendar year, but in no event later than the last day for the filing
of the Federal Income Tax Return for the calendar year to which they relate, not
to include any extensions thereof.

Except  in  the  case  of  a  Rollover  IRA  or  Simplified   Employee  Pension,
contributions  made by or on behalf of the Participant  shall not be made during
or after the calendar year in which the Participant attains age 70 1/2 years.

All IRA contributions must be in cash.

If an Excess  Contribution  is made by or on behalf of the  Participant  for any
calendar  year,  upon  written  request for  distribution  from the  Participant
stating the amount of the Excess Contribution to be distributed,  Custodian will
distribute such amount of the Excess  Contribution to the Participant,  together
with the income attributable  thereto.  The Custodian shall not have any duty to
determine  whether an Excess  Contribution  has been made by or on behalf of the
Participant,  and the Custodian  shall not be held liable by the  Participant or
any other person for failing to  determine  whether an Excess  Contribution  was
made or for failing to make  distribution  of such Excess  Contribution  without
request of the Participant. The Custodian shall not be liable to the Participant
or any other  person  for taxes or other  penalties  incurred  as a result of an
Excess  Contribution  and any  income  attributable  thereto or as a result of a
distribution of an Excess Contribution and any income attributable thereto.

Before  the  Custodian  shall  accept  a  contribution  by or on  behalf  of the
Participant as a Rollover  Contribution,  the  Participant  shall deliver to the
Custodian a written  declaration,  in a form  acceptable to the Custodian,  that
such  contribution  is  eligible  for  treatment  as  a  Rollover  Contribution.
Notwithstanding  anything to the contrary in the Plan,  once the  Custodian  has
received a declaration  from the  Participant  that a contribution is a Rollover
Contribution,   the  Custodian  may  conclusively   rely  on  the  Participant's
declaration   and  may  accept  and  treat  the   contribution   as  a  Rollover
Contribution. All Rollover Contributions from a qualified employer plan shall be
maintained in a separate Rollover IRA.

ARTICLE XIII - Designation of Beneficiary

The Participant may designate the Beneficiary of his or her Account by a written
form  acceptable  to and filed with  Custodian.  Community  property  states and
marital property states require spousal consent if someone other than the spouse
is to be named as Beneficiary.

If the  Participant  designates  more  than  one  Beneficiary,  he or she  shall
designate the percentage  interest that each such Beneficiary shall receive from
his or her Account upon distribution.  In the event no such percentage  interest
is designated, the interest of each Beneficiary shall be equal.

If the  Participant  predeceases  his or her  spouse  before  his or her  entire
Account is  distributed  in  accordance  with Article  IV(c) of the Plan and the
Participant has designated no Beneficiary for the remaining interest or all such
Beneficiaries  predecease  the  Participant's  spouse,  then the interest of the
Participant's  spouse in the  Account  shall be fully  vested and subject to the
terms and  conditions  of this  Article and the  Participant's  spouse  shall be
entitled to designate the  Beneficiary  of the Account in  accordance  with this
Article.

The Participant  may, at any time,  change or revoke any designation  made under
this Article in a written form acceptable to and filed with the Custodian.  Upon
the death of the  Participant,  the designation or  designations  made hereunder
shall be irrevocable. The designation shall be effective only if received by the
Custodian prior to the death of the Participant.

If the  Participant  fails to designate any  Beneficiary  or if the  Participant
revokes  the  designation  of  Beneficiary  or if all  Beneficiaries  designated
predecease the  Participant,  then the entire interest of the Participant in his
Account shall pass to the Participant's estate.

ARTICLE XIV - Administrative Duties

This  Article  shall  delineate  the  responsibilities  of  the  Custodian.  The
Custodian shall maintain the Account in the name of the Participant and shall be
responsible  only for the  contributions  of which it  receives  notice from the
Participant.  The  Custodian  shall make  distributions  and  transfers  only in
accordance  with the  directions of the  Participant.  The Custodian  shall keep
records of all receipts,  investments and disbursements relating to the Account.
The  Custodian  shall  furnish  the  Participant  or  the   Beneficiary,   where
applicable,  with a written  Statement of transactions  relating to the Account.
Unless  the  Participant  shall  have filed  with the  Custodian  Agent  written
exceptions or objections to such  Statement  within thirty (30) days after it is
furnished, the custodian shall be forever released and discharged from liability
or  accountability  to the Participant or the  Beneficiary,  with respect to the
acts and transactions  shown in the Statement.  No Beneficiary shall be entitled
to Statements hereunder until the Participant is deceased and distribution shall
have commenced to such Beneficiary.

The duties and  responsibilities of all parties to this Agreement are limited to
those   specifically   stated   herein  and  no  other  or  further   duties  or
responsibilities shall be implied.

ARTICLE XV - Amendments Or Revocation Of Participation in Plan

The Participant may terminate participation in the Plan at any time by notifying
the  Custodian  in writing of the  intention to terminate  and  instructing  the
Custodian  in  writing  to whom and by what  means the funds on  deposit  in his
Account shall be  transferred.  Withdrawal  of all funds  invested in the Mutual
Fund shall terminate  participation  in the Plan.  Although  termination of this
Account could have an adverse effect on a Simplified  Employee  Pension in which
the  Participant  is  participating,  the  Custodian  has  no  liability  to the
Participant,  the  employer,  or to any other  employees of that  employer  with
respect to such termination.

The Participant may revoke  participation  in the Plan within seven (7) business
days from the date the  Participant  executes  the  Participation  Agreement  by
notice to the Custodian in writing.

The Custodian may be required to withhold 10% from any taxable  distribution  an
IRA unless  the  Participant  elects no  withholding  at the time  distributions
begin.  Whether or not the Participant  allows the Custodian to withhold,  he or
she may be required to make  quarterly  estimated  tax  payments.  In  addition,
unless the  Participant  indicates  at the time he or she closes an IRA  account
that it is being  transferred to another tax qualified  plan, the Custodian will
be required to withhold at least 10% of the distribution.

ARTICLE XVI - Miscellaneous

All  instructions  to the Custodian  shall be in writing.  The  Participant  may
authorize an agent to give instructions hereunder. Any such agent, including any
Broker authorized to direct the investment of a Participant's  Account,  must be
authorized in writing by the  Participant  in such form which is approved by and
filed with the Custodian.  Any  instruction  by an agent so authorized  shall be
binding on the Participant.  Any authorization  hereunder shall remain in effect
until revoked by the Participant in writing filed with the Custodian.

Principal  Mutual Life Insurance  Company shall  substitute  another  Trustee or
Custodian  upon   notification  by  the  Internal   Revenue  Service  that  such
substitution is required  because it has failed to comply with the  requirements
of Section  1.401-12(n)  of the  Treasury  Regulations,  or is not keeping  such
records,  or mailing such returns or sending such  statements as are required by
forms or regulations.

In no event shall the Custodian be liable or responsible  for the payment of any
tax or any penalty  attributable  to Excess  Contributions,  retention of Excess
Contributions,  failure to make the minimum  distribution  from the Account,  or
withdrawals  or  distributions  made from the  Account.  Custodian  shall not be
required to make any  distribution  which,  in the judgment of  Custodian,  will
render Custodian directly liable for any such tax or penalty.

In the event  Custodian shall receive any claim to the funds held under the Plan
which claim is adverse to the interest of the Participant or the Beneficiary and
which claim Custodian, in its absolute discretion, deems meritorious,  Custodian
may  withhold  distribution  under the Plan until the claim is resolved or until
instructed by a court of competent  jurisdiction or Custodian may pay all or any
portion of the funds then  invested in the Mutual Fund into such court.  Payment
to a court under the Plan shall relieve  Custodian of any further  obligation to
anyone for the amount so paid.

In the  event  any  question  arises  or  ambiguity  exists  as to the  meaning,
interpretation  or  construction of any provisions of the Plan, the Custodian is
authorized to construe or interpret any such provision and such construction and
interpretation shall be binding upon the Participant and the Beneficiary.

As compensation for its service hereunder, the Custodian shall be paid an annual
maintenance  fee of $15 per IRA Plan  Participant  Account on the first business
day of  December  each year.  Such fees shall be deducted  from the  Accounts as
applicable and paid to the Custodian unless the participant elects, in a writing
filed with the  Custodian,  to pay such fee directly.  Any fee not paid directly
when due may be deducted from the Account and paid to the Custodian.

Any notices  required or permitted to be given to Custodian under the Plan shall
be given to Custodian at the office of Custodian or any of its offices,  and any
notices  required or  permitted  to be given to the  Participant  under the Plan
shall be given to the  Participant at the address for notice the Participant may
file with  Custodian  from time to time.  Notices  hereunder  may be  personally
served or sent by United  States  mail,  first class,  with postage  prepaid and
properly addressed.

Any provision of the Plan which  disqualifies  it as an IRA shall be disregarded
to the extent necessary to continue to qualify it as an IRA under the code.

Titles to  Articles in this Plan are for  convenience  only and, in the event of
any conflict, the text of the Plan rather than the titles shall control.


                    Principal Mutual Life Insurance Company's
                     Master Simplified Employee Pension Plan

This is the Principal Mutual Life Insurance Company's Master Simplified Employee
Pension  Plan for use by  individuals  who  desire  to  establish  a  Simplified
Employee  Pension  Plan (SEP) as  described  in Section  408(k) of the  Internal
Revenue Code ("Code").  Principal Mutual Life Insurance Company hereby agrees to
act as sponsor of any SEP established under the Plan and this Agreement, subject
to the following terms and conditions.

ARTICLE I -- PURPOSE

It is the intention of the Employer to adopt this SEP agreement  which satisfies
the requirements of Code Section 408(k), and any amendments thereto.

Under this SEP agreement, the Employer may agree to permit Elective Deferrals to
be made in each Plan Year to the  Individual  Retirement  Account or  Individual
Retirement   Annuity   (IRA)  as  described  in  Code  Section   408(a)  or  (b)
respectively,  established  by or on  behalf  of each of the  Employees  who are
eligible to  participate  in the SEP. The Employer may also make a  non-elective
Employer  Contribution for or on behalf of each Eligible  Employee covered under
this plan. If Elective  Deferrals are allowed,  this Plan is intended to qualify
as a salary reduction  simplified employee pension ("SARSEP") under Code Section
408(k) (6) and the regulations thereunder.

This SEP agreement is effective upon adoption. No Elective Deferrals may be made
by an Employee on the basis of Compensation  that the Employee received or had a
right to receive before adoption of this agreement and execution by the Employee
of the deferral election.

The Employer  may deduct,  subject to the  otherwise  applicable  limits,  those
contributions  made to a SEP.  Contributions  to the SEP are  deductible for the
Employer's  taxable  year  with or  within  which the Plan Year of the SEP ends.
Contributions made for a particular taxable year and contributed by the due date
of the Employer's income tax return,  including  extensions,  are deemed made in
that taxable year.

ARTICLE II -- PARTICIPATION

Any  Employee  who meets the  participation  requirements  of  Section II of the
Adoption Agreement must be permitted to participate in this SEP.

Elective Deferrals shall be permitted for a Plan Year only if:

    (A)  Not less than 50% of the  Employees  that are eligible to make Elective
         Deferrals  elect,  or have an  election  in  effect,  to have  Elective
         Deferrals made to the SEP. See Article VII for further information; and
     (B) The Employer had no more than 25 Employees  eligible to  participate in
         the SEP at any time during the prior Plan Year.

A new  Employer  who had no  Employees  during the prior Plan Year will meet the
limitation  in Code  Section  408(k)(6)(B)  (regarding  no more than 25 eligible
employees during the preceding year) if it had 25 or fewer Employees  throughout
the first 30 days of its existence.

ARTICLE III -- CONTRIBUTIONS

Employer

The  Employer  agrees  that  an  Individual  Retirement  Account  (IRA)  will be
established  for  each  Eligible  Employee.  When a  Participant  first  becomes
eligible for a  Contribution  from the Employer,  the Employer shall arrange for
the participant to apply for a SEP. Such application  shall be made prior to the
date the first Employer Contribution is made.

For each Plan  Year,  the  Employer  will  contribute  a  non-elective  Employer
Contribution  to the SEP of each  Participant  in an  amount  determined  by the
Employer and  allocated as determined  in the Adoption  Agreement.  The Employer
must make a  Contribution  for each  Eligible  Employee  whether or not they are
still employed at the time a Contribution is made. The Contribution made must be
the same percentage of each Employee's total Compensation.

The Employer  Contribution for any Plan Year shall be due on the last day of the
Plan Year and shall be payable then or not later than the due date (as extended)
of the Employer's  federal income tax return for the taxable year with or within
which the Plan Year ends.

The Employer  Contribution shall be paid directly to the Employee's IRA insurer,
trustee, or custodian and applied to each Participant's Account.

Employer Contributions to this SEP, in combination with any other qualified plan
the Employer  maintains for the Plan Year,  may not exceed the lesser of $30,000
or 15% of Compensation for any Employee.  If these limits are exceeded on behalf
of any Employee for a particular plan year, that Employee's  Elective  Deferrals
(if any) for that year must be reduced to the extent of the excess.

Employee Elective Deferral

An Employee may elect to have Elective Deferrals made under this SEP pursuant to
a salary reduction agreement. An Employee may elect to have Compensation reduced
by a  percentage  or amount  per pay  period or for a  specified  pay  period or
periods, as designated in writing to the Employer.

No deferral election may be based on Compensation an Employee  received,  before
adoption  of this  elective  SEP.  This  elective  SEP shall be  effective  upon
adoption.

Under no  circumstances  may an Employee's  Elective  Deferrals in any Plan Year
exceed  the lesser of fifteen  percent  of his or her  Compensation  (determined
without  including  the SEP-IRA  contributions),  or the  limitation  under Code
Section  402(g)  based on all of the plans of the  Employer.  This amount may be
computed using the following formula:

     Compensation   (before  subtracting   employer  SEP-IRA   contributions)  x
13.0435%.

If the  Employer  maintains  any other SEP to which  non-elective  SEP  Employer
Contributions  are  made  for a  Plan  Year,  or any  qualified  plan  to  which
contributions are made for such Plan Year, then an Employee's Elective Deferrals
may be limited to the extent  necessary  to  satisfy  the  maximum  contribution
limitations under Code Section 415(c)(1)(A).

In addition to the dollar  limitation  of Code  Section  415(C)(1)(A),  which is
$30,000 in 1991, contributions to this SEP when aggregated with contributions to
all other SEPs and qualified plans of the Employer  generally may not exceed 15%
of  Compensation  or $30,000 for any  Employee.  If these limits are exceeded on
behalf of any Employee  for a particular  plan year,  that  Employee's  Elective
Deferrals for that year must be reduced to the extent of the excess.

Each  Employee's  Elective  Deferrals to this SEP may be based only on the first
$150,000 of Compensation  (as adjusted  annually in accordance with Code Section
408(k)(8)).

In  addition  to  other  applicable  limitations  set  forth  in the  plan,  and
notwithstanding any other provision of the plan to the contrary,  for plan years
beginning on or after January 1, 1994, the annual  compensation of each employee
taken  into  account  under  the plan  shall  not  exceed  the  OBRA '93  annual
compensation  limit.  The OBRA '93 annual  compensation  limit is  $150,000,  as
adjusted by the  Commissioner  for increases in the cost of living in accordance
with section  401(a)(17)(B)  of the Internal  Revenue Code.  The  cost-of-living
adjustment  in effect for a calendar  year applies to any period,  not exceed 12
months, over which compensation is determined  (determination  period) beginning
in such  calendar  year.  If a  determination  period  consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination  period, and
the denominator of which is 12.

For plan years beginning on or after January 1, 1994, any reference in this plan
to the limitation  under section  401(a)(17) of the Code shall mean the OBRA '93
annual compensation limit set forth in this provision.

The Employer  shall  contribute  and allocate to each  Employee's  IRA an amount
equal to the amount of the Employee's  Elective  Deferrals.  Elective  Deferrals
will be paid by the  Employer  to the  Employee's  IRA  trustee,  custodian,  or
insurer (in the case of a retirement  annuity contract) or an IRA established on
behalf of an Employee by the Employer.

ARTICLE IV -- EXCESS ELECTIVE DEFERRALS (402(g) LIMIT)

Code Section  402(g) limits the maximum amount of  Compensation  an Employee may
elect to defer  under a SEP (and  certain  other  arrangements)  during the Plan
Year. This limit,  which originally was $7,000, is indexed according to the cost
of  living.  In  addition,  the limit may be  increased  if the  Employee  makes
Elective Deferrals to a salary reduction arrangement under Code Section 403(b).

The Code  Section  402(g)  limit  applies to the total  Elective  Deferrals  the
Employee  makes for the Plan  Year,  from all  Employers,  under  the  following
arrangements:

    (A)  Elective  SEPs  under  Code  Section  408(k)(6);  (B) Cash or  deferred
    arrangements   under  Code  Section   401(k);   and  (C)  Salary   Reduction
    arrangements under Code Section 403(b).

Thus, an Employee may have excess elective deferrals even if the amount deferred
under this SEP alone does not exceed the Code Section 402(g) limit.

If an Employee who elects to defer Compensation under this SEP and any other SEP
or  arrangement  has  made  excess  elective  deferrals  for a  Plan  Year,  the
Participant must withdraw those excess elective  deferrals by April 15 following
the calendar year to which the deferrals relate. Those excess elective deferrals
not withdrawn by such date will be subject to the IRA  contribution  limitations
of Code Section 219 and 408 and thus may be considered an excess contribution to
the Employee's IRA. Such excess elective deferrals, therefore, may be subject to
the six percent tax on excess contributions under Code Section 4973.

Income on excess  elective  deferrals is  includible in gross income in the year
withdrawn  from the IRA and must be  withdrawn by the  Participant's  tax return
following the calendar year to which the deferrals relate. Income withdrawn from
the IRA  after  that  date  may be  subject  to the  ten  percent  tax on  early
distributions under Code Section 72(t) if the recipient is not age 59 1/2.

ARTICLE V -- EXCESS SEP CONTRIBUTIONS -- DEFERRAL PERCENTAGE LIMITATION

Elective  Deferrals by a Highly  Compensated  Employee must satisfy the Deferral
Percentage  Limitation  under Code Section  408(k)(6).  Amounts in excess of the
Deferral Percentage Limitation will be deemed excess SEP contributions on behalf
of the  affected  Highly  Compensated  Employee or  Employees.  These excess SEP
contributions must be removed from the Employee's IRA. The Employer shall notify
each  Highly  Compensated  Employee  as  outlined  in  Article  VI - Excess  SEP
Contributions.

The Deferral Percentage  Limitation for Highly Compensated Employees is computed
by  first  averaging  the  Deferral  Percentages  for each  eligible  non-highly
compensated employee for the Plan Year and then multiplying this result by 1.25.
The  deferral  percentage  for a Plan Year of any  Highly  Compensated  Employee
eligible to participate in this SEP may not be more than the resulting  product,
the Deferral Percentage Limitation.

Only Elective Deferrals are included in this computation.  Non-elective Employer
Contributions may not be included.  The determination of the Deferral Percentage
for any Employee is to be made in  accordance  with Code Section  408(k)(6)  and
should  satisfy such other  requirements  as may be provided by the Secretary of
the Treasury.

For  purposes  of making this  computation,  the  calculation  of the number and
identity of Highly Compensated  Employees,  and their deferral  percentages,  is
made on the basis of the entire Affiliated Employer.

In addition,  for purposes of  determining  the Deferral  Percentage of a Highly
Compensated  Employee,  the Elective  Deferrals and Compensation of the Employee
will also include the Elective  Deferrals and Compensation of any Family Member.
This special rule applies, however, only if the Highly Compensated Employee is a
5% owner or is one of a group of the ten most Highly Compensated Employees.  The
Elective  Deferrals and Compensation of Family Members used in this special rule
do not count in computing the average of the deferral  percentages of non-highly
compensated employees.

ARTICLE VI -- EXCESS SEP CONTRIBUTIONS -- TAX CONSEQUENCES AND NOTIFICATION
OF EMPLOYEES

Elective Deferrals

The Employer is responsible for notifying each affected Employee, if any, within
2 1/2 months  following  the end of the Plan  Year,  of the amount of excess SEP
contributions  to that Employee's  SEP-IRA.  Such excess SEP  contributions  are
includible  in the  Employee's  gross  income  in the  calendar  year  as of the
earliest date that any Elective  Deferrals by the Employee  during the Plan Year
would have been  received by the  Employee had he or she  originally  elected to
receive the amounts in cash. Income allocable to the excess SEP contributions is
includible in gross income in the year of withdrawal from the IRA.  However,  if
the excess SEP  contributions  (not including  allocable income) total less than
$100,  then the excess  contributions  are  includible in the  Employee's  gross
income in the calendar year of notification.  Income allocable to the excess SEP
contributions is includible in gross income in the year of notification.  Income
allocable to the excess SEP  contributions  is includible in gross income in the
year of withdrawal from the IRA.

If the  Employer  fails to notify  any  affected  Employees  within 2 1/2 months
following the end of the Plan Year of an excess SEP  contribution,  the Employer
must pay a tax equal to 10% of the  excess  SEP  contribution.  If the  Employer
fails to notify Employees by the end of the Plan Year following the Plan Year in
which the excess SEP  contributions  arose, the SEP will no longer be considered
to meet the requirements of Code Section  408(k)(6).  If the SEP no longer meets
the  requirements  of  Code  Section  408(k)(6),  then  any  contribution  to an
Employee's  IRA will be  subject  to the IRA  contribution  limitations  of Code
Sections 219 and 408 and thus may be  considered an excess  contribution  to the
Employee's IRA.

The  Employer's  notification  to  each  affected  Employee  of the  excess  SEP
contributions must specifically state in a manner calculated to be understood by
the average Employee:

     (A)  The  amount  of the  excess  SEP  contributions  attributable  to that
     Employee's Elective Deferrals (B) The calendar year in which the excess SEP
     contributions  are  includible in gross  income;  and (C) That the Employee
     must withdraw the excess SEP contributions (and
         allocable   income)  from  the  SEP-IRA  by  the  due  date  (including
         extensions)  for filing the income tax return  following  the  calendar
         year of notification by the Employer.  Those excess  contributions  not
         withdrawn  by  April 15  following  the  year of  notification  will be
         subject to the IRA  contribution  limitations  of Code Sections 219 and
         408 for the  preceding  calendar  year and thus  may be  considered  an
         excess  contribution to the Employee's  IRA. Such excess  contributions
         may be subject to the six  percent  tax on excess  contributions  under
         Section 4973. If income  allocable to an excess SEP contribution is not
         withdrawn by April 15 following  the calendar year of  notification  by
         the Employer, the income may be subject to the ten percent tax on early
         distributions under Code Section 72(t) when withdrawn.

For information on reporting excess SEP contributions,  see Notice 87-77, 1987-2
C.B. 385, and Notice 88-33, 1988-1 C.B. 513, as modified by Notice 89-32, 1989-1
C.B. 671. The Employer shall notify each Employee who makes an Elective Deferral
for a Plan Year that, notwithstanding the prohibition on withdrawal restrictions
contained in the SEP, any amount  attributable to such Elective  Deferrals which
is withdrawn or transferred  before the earlier of 2 1/2 months after the end of
the particular  Plan Year and the date the Employer  notifies its Employees that
the Deferral Percentage Limitations have been calculated,  will be includible in
income for purposes of Code Sections 72(t) and 408(d)(1).

Employer Contribution

Any  Employer  Contribution  that is more  than  the  yearly  limitation  may be
withdrawn  without  penalty by April 15 for the  Employee's  tax return,  but is
includible in income.  Excess SEP contributions  left in the Employee's  SEP-IRA
after  that  time  may  have  adverse  tax  consequences.  Withdrawals  of those
contributions may be taxed as premature withdrawals.

ARTICLE VII -- FAILURE TO SATISFY THE 50% TEST

If the Employer determines,  as of the end of the Plan Year, that more than half
of the eligible  Employees  have chosen not to make Elective  Deferrals for that
Plan Year,  then all Elective  Deferrals  made by  Employees  for that Plan Year
shall be considered "disallowed deferrals",  i.e. IRA contributions that are not
SEP-IRA contributions.

The Employer must notify each affected  Employee,  within 2 1/2 months following
the end of the Plan  Year to which the  disallowed  deferrals  relate,  that the
Participant's  deferrals are no longer considered  SEP-IRA  contributions.  Such
disallowed  deferrals  are  includible  in the  Employee's  gross  income in the
calendar  year as of the  earliest  date  that  any  Elective  Deferrals  by the
Employee  during the Plan Year would have been  received by the Employee had the
Participant  originally elected to receive the amounts in cash. Income allocable
to the disallowed  deferrals is includible in the Employee's gross income in the
year of withdrawal from the IRA.

The  notification  to each affected  Employee of the  disallowed  deferrals must
specifically  state in a  manner  calculated  to be  understood  by the  average
Employee:

    (A)  The amount of the disallowed deferrals;
    (B)  The calendar year in which the disallowed deferrals are includible in
         gross income; and
    (C)  That the Employee must withdraw the disallowed deferrals (and allocable
         income)  from the  SEP-IRA by April 15 for filing  the  Employee's  tax
         return  following  the calendar year of  notification  by the Employer.
         Those  disallowed  deferrals not withdrawn by such tax filing  deadline
         will be subject to the IRA  contribution  limitations  of Code Sections
         219 and 408 and thus may be  considered an excess  contribution  to the
         Employee's IRA. These  disallowed  deferrals thus may be subject to the
         six percent tax on excess  contributions  under Section 4973. If income
         allocable  to a  disallowed  deferral is not  withdrawn by April 15 for
         filing the Employee's tax return,  the income may be subject to the ten
         percent  tax on early  distributions  under  Code  Section  72(t)  when
         withdrawn.

Disallowed  deferrals  should be  reported  in the same manner as are excess SEP
contributions.

ARTICLE VIII -- TOP HEAVY REQUIREMENTS

This SEP is  "top-heavy"  for a plan year if, as of the last day of the previous
plan year (or current  plan year if this is the first year of the SEP) the total
of elective and non-elective  contributions  made on behalf of key employees for
all the years this SEP has been in existence  exceeds 60% of such  contributions
for all employees.  If the employer  maintains (or  maintained  within the prior
five years) any other SEP or defined  contribution  plan in which a key employee
participates (or participated), the contributions or account balances, whichever
is applicable,  must be aggregated with the contributions  made to this SEP. The
employee  who ceases to be a key employee or an  individual  who has not been in
the employ of the employer for the previous five years shall be disregarded.

During any Plan Year in which this Plan is a Top-heavy  Plan, the Employer shall
make a minimum  contribution  or allocation on the last day of the Plan Year for
each person who is an Employee on that day and who either was or could have been
an Active Participant  during the Year. The minimum  contribution and allocation
for such persons shall be equal to the lesser of (A) or (B) below:

    (A)  Three percent of such person's Compensation
    (B)  If the  contribution  rate for all Key  Employees  is less  than  three
         percent  of  Compensation,  then the  highest  contribution  rate  that
         applies to any Key Employee.

If the Employer  Contributions  and  allocations  otherwise  required  under the
defined  contribution  plans  are at  least  equal  to  the  minimum  above,  no
additional  contribution  or  allocation  shall  be  required.  If the  Employer
Contributions  and  allocations are less than the minimum above and the Employer
Contributions  under  this Plan are  allocated  to  Participants,  the  Employer
Contributions (other than Elective Deferral  Contributions) shall be reallocated
to provide the  minimum.  The  remaining  Contributions  shall be  allocated  as
provided in the  preceding  articles of this Plan.  If total  Contributions  and
allocations  are less than the minimum  above and the  Employer's  Contributions
under this Plan are not allocated,  the Employer shall contribute the difference
for the year.  The  minimum  contribution  or  allocation  applies to all of the
defined contribution plans in the aggregate which are Top-heavy Plans. A minimum
allocation  under a profit  sharing plan shall be made without regard to whether
or not the Employer has profits.

If an  Employer  has  more  than  one  Top-heavy  Plan,  the  minimum  top-heavy
contribution  does not need to be duplicated  under each Plan. For Employees who
are  Participants  under both Top-heavy  Plans, one of the Plans may provide the
minimum  benefit  required.  For Employees who are  Participants  under only one
Top-heavy  Plan,  that Plan in which they are  Participants  shall  provide  the
top-heavy minimum contribution.

If the Employer has more than one Plan,  all of the Plans of the Employer may be
required to be aggregated  when testing to see if the Plans are top-heavy.  This
"required aggregation group" consists of each Plan of the Employer

    (A)  in which a Key Employee is a Participant and
    (B)  any other Plan which causes a Plan  covering Key  Employees to meet the
         requirements of Code Sections 401(a)(4) or 410.

If the "required  aggregation  group" is top-heavy,  each Plan in the group is a
Top-heavy Plan.

The  Employer is  permitted  to include  other Plans when  testing to see if the
group  as a  whole  is  top-heavy.  This  group  as a  whole  is  considered  as
"permissive  aggregation  group".  If this group is not  top-heavy,  none of the
Plans in the group is a Top-heavy Plan.

Calculations   to  determine   if  this  Plan  is  a  Top-heavy   Plan  and  the
identification of Key Employee's shall be determined according to the provisions
of Code Section 416 and regulations thereunder. Compensation for determining the
top-heavy minimum excludes Elective Deferrals.

For  purposes of  satisfying  the minimum  contribution  requirement  under Code
Section  416, all  non-elective  Employer  Contributions  under the SEP shall be
taken into account, but Elective Deferrals shall not be taken into account.

The  requirements  of this section shall be met without regard to  contributions
under Chapter 2 of the Code (relating to tax on self-employment),  Chapter 21 of
the Code  (relating to Federal  Insurance  Contributions  Act),  Title II of the
Social Security Act or any other Federal or state law.

ARTICLE IX -- DEFINITIONS

10.1     Adoption   Agreement  means  the  attached  document  which  contains
         the selections and specifications for the Plan.
10.2     Affiliated  Employer  means  any  corporation  that  is a  member  of a
         controlled  group of corporations (as described in Code Section 414(b))
         that  includes  the  employer;  any trade or  business  (whether or not
         incorporated)  that is under common control (as defined in Code Section
         414(c))  with  the   employer;   any   organization   (whether  or  not
         incorporated)  which is a member  of an  affiliated  service  group (as
         defined in Code Section  414(m)) that  includes the  employer;  and any
         other entity  required to be aggregated  with the employer  pursuant to
         regulations under Code Section 414(o).

10.3     Code means the Internal Revenue Code of 1986, as amended.

10.4     Compensation  means  information  required  to be  reported  under Code
         Section 6041 and 6051 (Wages,  Tips and Other  Compensation Box on Form
         W-2).  Compensation  is defined  as a  Participant's  wages  within the
         meaning of Code Section  3401(a) and all other payments of compensation
         to an Employee by the Employer (in the course of the  Employer's  trade
         or  business),  for which the  Employer  is  required  to  furnish  the
         Employee a written statement under Code Section 6041(d) and 6051(a)(3),
         which  is  actually  paid  by  the  Employer  for a  specified  period.
         Compensation  is  determined  without  regard to any rules  under  Code
         Section 3401(a) that limit the remuneration  included in wages based on
         the nature or location of the employment or services performed (such as
         the exception for agricultural labor in Code Section 3401(a)(2)).

         Compensation  shall include  elective  contributions  but shall exclude
         contributions   made  to  this  SEP-IRA  by  the   Employer.   Elective
         contributions  are  amounts  excludable  from the  gross  income of the
         Employee  under Code Sections  125,  402(a)(8),  402(h) or 403(b),  and
         contributed  to the  Employer  at the  Employee's  election,  to a Code
         Section 401(k) arrangement,  a simplified  employee pension,  cafeteria
         plan or tax-sheltered annuity.  Elective contributions also include pay
         deferred  under a Code Section 457 plan  maintained by the Employer and
         Employee  contributions  "picked  up"  by a  governmental  entity  and,
         pursuant  to  Code  Section   414(b)(2),   treated  as  the  Employer's
         contributions. Compensation shall include amounts received for personal
         services actually performed (see Reg. 1.219-1(c)).

         For  purposes of Elective  Deferral  Contributions  only,  Compensation
         shall not include  reimbursements or other expense  allowances,  fringe
         benefits (cash or non-cash),  moving expenses,  deferred  compensation,
         and welfare benefits, unless otherwise specified.

         For any self-employed  individual covered under the plan,  Compensation
         will mean earned income defined by Code Section 401(C)(2). Compensation
         shall  include  only that  Compensation  which is actually  paid to the
         participant during the Plan Year.

         The annual  Compensation of each  Participant  taken into account under
         the plan for any year shall not exceed $150,000.  This limitation shall
         be adjusted by the Secretary at the same time and in the same manner as
         under Code  Section  415(d),  except the dollar  increase  in effect on
         January 1 of any calendar year is effective for years beginning in such
         calendar year and the first  adjustment  to the $150,000  limitation is
         effected on January 1, 1990. If this plan determines  Compensation on a
         period of time that  contains  fewer  than 12  months,  then the annual
         Compensation limit is an amount equal to the annual  Compensation limit
         for  the  calendar  year  in  which  the  compensation   period  begins
         multiplied by the ratio  obtained by dividing the number of full months
         in the period by 12.

         In  determining  the  Compensation  of a Participant  the rules of Code
         Section 414(q)(6) shall apply,  except in applying such rules, the term
         Family Member shall include only the spouse of the  Participant and any
         lineal  descendants  of the  Participant  who have not  attained age 19
         before  the close of the year.  If, as a result of the  application  of
         such rules the adjusted $150,000 is exceeded, then (except for purposes
         of determining the portion of Compensation up to the Integration  Level
         if this plan provides for permitted disparity), the limitation shall be
         prorated  among the affected  individuals  in  proportion  to each such
         individual's Compensation as determined under this section prior to the
         application of this limitation.

         Compensation  for the  purposes  of the  $300  limit  of  Code  Section
         408(k)(2)(C) shall be defined as Code Section 414(q)(7) compensation.

10.5     Contribution   means   Employer,   Elective   Deferrals,   or  Rollover
         Contributions unless the text clearly indicates only one, or certain of
         these are meant.

10.6     Deferral  Percentage  means the ratio (expressed as a percentage) of an
         Employee's Elective Deferrals for a year to the Employee's Compensation
         for that year.  The Deferral  Percentage of an Employee who is eligible
         to make an Elective  Deferral,  but who does not make a deferral during
         that year, is zero.

10.7     Deferral  Percentage  Limitation  means the maximum  amount of Elective
         Deferrals,  as expressed as a percentage of  Compensation,  that can be
         contributed  on  behalf  of  any  Highly  Compensated  Employee  for  a
         particular  plan year and it equals the  product of (i) the  average of
         the amounts Elective Deferrals  (expressed as a percentage of each such
         Employee's   Compensation)   made  on  behalf  of  all  the  non-highly
         compensated  employees  for  the  same  Plan  Year,  and(ii)  1.25.  In
         calculating  this average,  the percentage  for an eligible  non-highly
         compensated employee who chooses not to have Elective Deferrals made on
         his or her behalf for a Plan Year, is zero.

10.8     Elective   Deferrals  means   Contributions  made  to  a  Participant's
         Simplified  Employee  Pension during the Plan Year by the Employer,  at
         the  election  of a  Participant,  in  lieu of  cash  Compensation  and
         pursuant to a salary reduction agreement.

10.9     Eligible Employee means an Employee who meets the requirements
         specified in section 2.1 of the Adoption Agreement.

10.10    Employee means an individual who is employed by the Employer, including
         an employee within the meaning of Code Section 401(c)(1).  For purposes
         of a SARSEP plan, the term Employee shall not include a leased employee
         within the meaning of Code Section  414(n)(2).  The term Employee shall
         include a leased employee within the meaning of Code Section  414(n)(2)
         who is  deemed  an  employee  under  the  provisions  of  Code  Section
         414(n)(1)(A),  but not earlier than the time prescribed by Code Section
         414(n)(4). The term Employee shall not mean an independent contractor.

10.11    Employer means the person named in Section 1 of the Adoption Agreement.
         The term shall also  include  any other  person  who has  obtained  the
         written  consent of the person  named in section  1.1,  and adopts this
         Plan in writing; provided, however, that such person(s) is under common
         control,  within the  meaning of Code  Section  414(b) or (c), or forms
         part of an  affiliated  service  group  within  the  meaning of Section
         414(m) of the code with the person named in section 1.1.

10.12    Excess Elective Deferrals means amounts deferred for the year in excess
         of the limit on Elective Deferrals of Code Section 402(g).

10.13    Family  Member  means  an  individual   who  is  related  to  a  Highly
         Compensated  Employee as a spouse,  or as a lineal ascendant (such as a
         parent or grandparent) or descendant (such as a child or grandchild) or
         spouse of either of those,  in accordance  with Code Section 414(q) and
         the regulations thereunder.

10.14    Fiscal Year means the Employer's  taxable year as identified in Section
         1 of the Adoption Agreement.

10.15    Highly  Compensated  Employee  means  any  Employee  described  in code
         Section 414(q) who,  during the current Plan Year or the preceding Plan
         Year--(a) was at any time a 5-percent owner (as defined in Code Section
         416
              (i)(1)(B)(i));
         (b)  received  Compensation  from the Employer in excess of $75,000 (as
              adjusted  pursuant to Code Section  415(d))
         (c)  received  Compensation  from the Employer in excess of $50,000 (as
              adjusted  pursuant to Code Section 415(d)) and was a member of the
              top-paid  group  for  such  year  (the  top 20% of  Employees,  by
              compensation)
         (d)  was  at  any  time  an  officer  of  the   Employer  and  received
              compensation  during such year that is greater  than 50 percent of
              the dollar limitation in effect under Code Section 415 for defined
              benefit plans.  No more than three  Employees  shall be treated as
              officers  and at least one (the  highest  paid  officer)  shall be
              treated as Highly Compensated regardless of compensation.

              Compensation includes the Participant's Elective Deferrals and any
              elective  contributions  to a Section 125 cafeteria plan,  Section
              401(k)   cash  or   deferred   arrangement   or   Section   403(b)
              tax-sheltered annuity.

10.16    Individual Retirement Account (IRA) means a personal retirement savings
         program as set out in Code Section 408.

10.17    Integration Level means the Integration Level defined in section III of
         the Adoption Agreement.

10.18    Key  Employee  means  any  Employee  or  former   Employee   (including
         beneficiaries  of  deceased  Employees)  who at  any  time  during  the
         determination period was

         (a)  one  of  the  officers   (subject  to  the  maximum  below)  whose
              Compensation  for  the  Year  exceeds  50  percent  of the  dollar
              limitation under Code Section 415(b)(1)(A),
         (b)  one of the ten Employees who owns (or is considered to own,  under
              Code Section 318) more than a half percent ownership  interest and
              one of the largest  interests in the  Employer  during any year of
              the  determination  period if such person's  Compensation  for the
              year   exceeds   the  dollar   limitation   under   Code   Section
              415(c)(1)(A).
         (c)  a  five-percent  owner of the  Employer as defined in Code Section
              416(i)(1)(B)(i), or (d) a one-percent owner whose Compensation for
              the Year is more than $150,000.

         Each  Affiliated  Employer shall be treated as a separate  employer for
         purposes of determining  ownership.  Compensation for determining which
         Employees are key Employees includes Elective Deferrals.

         The  determination  period  is the  current  Plan  Year  and  the  four
         preceding  Plan Years.  If there are fewer than 30  Employees,  no more
         than three Employees shall be treated as Key Employees because they are
         officers.  If there are over 30  Employees,  no more than 10 percent of
         the  Employees  shall be  treated  as Key  Employees  because  they are
         officers.  The  determination  of who is a Key  Employee  shall be made
         according to Code section 416(i)(1) and the regulations thereunder.

10.19    Leased  Employee  means  any  person  (other  than an  employee  of the
         recipient)  who pursuant to an agreement  between the recipient and any
         other person ("leasing  organization")  has performed  services for the
         recipient  (or for the  recipient  and related  persons  determined  in
         accordance with Code Section 414(n)(6)).

10.20    Maximum  Integration Rate is equal to the lesser of (a) 5.7% or (b) the
         applicable % determined according to the following schedule:
                                                   MAXIMUM
                   INTEGRATION                   INTEGRATION
                      LEVEL                         RATE
              100% of TWB                           5.7%
              Less than 100%, but more
                  than 80% of TWB                   5.4%
              More than greater of $10,000
                  or 20% of TWB, but not
                  more than 80% of TWB              4.3%
              Not more than greater of
                  $10,000 or 20% of TWB             5.7%

         TWB means the  Taxable  Wage Base as defined in Section  10.26.  On any
         date the portion of the rate of tax under Code Section  3121(a)(1)  (in
         effect on the latest  Yearly  Date)  which is  attributable  to old age
         insurance  exceeds 5.7%,  such rate shall be  substituted  for 5.7% and
         5.4% and 4.3% shall be increased proportionately.

10.21    Participant  means an  Eligible  Employee  who meets the  participation
         requirements of Section 2 of the Adoption  Agreement and is included in
         this Plan.

10.22    Plan Year means the plan year elected in section 1.3  of  the  Adoption
         Agreement.

10.23    Service means employment with the Employer,  including self-employment.
         For  purposes of  determining  whether an Employee  has  satisfied  the
         service  requirement  in section 2.1,  service with any entity which is
         controlled by the Employer,  is controlling the Employer, or forms part
         of an  affiliated  service  group,  within the meaning of Code  Section
         414(b),  (c), or (m),  shall be treated as Service  with the  Employer.
         Service for a leased employee shall include the entire period for which
         the leased employee performed  services for the Employer,  or a related
         person  within the  meaning of Code  Section  144(a)(3),  issued by the
         Insurer.

10.24    Simplified   Employee  Pension  (SEP)  means  an  approved   Individual
         Retirement  Account  described  in Code Section  408(a),  issued by the
         Sponsor or an approved Individual Retirement Annuity contract described
         in Code Section 408(b).

10.25    Sponsor means Principal Mutual Life Insurance Company.

10.26    Taxable  Wage Base means the  contribution  and benefit  base in effect
         under  Section 230 of the Social  Security Act at the  beginning of the
         Plan Year.

10.27    Top-heavy Plan means a Plan  considered top heavy within the meaning of
         Code Section 416 and regulations thereunder.


                          The Principal Financial Group
       Princor Funds Custodial Agreement For Use With 403(b) Arrangements


                            Article I - Introduction

1.1    Intent of Agreement.  This parties intend that this Agreement establish a
       Custodial  Account in accordance  with section  ("ss.")  403(b)(7) of the
       Internal Revenue Code of 1986 and the regulations  issued by the Internal
       Revenue Service.
1.2    Effective Date. This Agreement shall take effect upon the execution by 
       the Employee named on the Application.
       ---------------

                            Article II - Definitions
As used in this Agreement,  the following terms shall have the meaning set forth
below, unless the context plainly requires the use of a different meaning.
2.1    Agreement means The Principal Financial Group Princor Funds Custodial 
       Agreement.
2.2    Alternate Funding Agent means a custodian  designated by the Employee and
       authorized to receive any assets  transferred under
       Paragraph 4.8.
2.3    Application means the 403(b)(7) Plan Application executed by the 
       Employee.  The  Application  is  incorporated  into this Agreement.
2.4    Beneficiary shall mean the beneficiary designated by the Employee in a 
       manner acceptable to the Custodian.
2.5    Code means the Internal Revenue Code of 1986, as amended.
2.6    Custodial Account means the account established under Article III of this
       Agreement.
2.7    Custodian means Principal Mutual Life Insurance Company, or any successor
       appointed to act as custodian under Article VIII of this Agreement.
2.8    Early Retirement means separation from service after the Employee reaches
       age 55.
2.9    Employee  means a person who performs  services,  directly or indirectly,
       for an Employer,  and who has entered into a salary  reduction  agreement
       with the Employer  under which the Employer  shall reduce the  Employee's
       salary  by the  amount  specified  in the  agreement  and  send it to the
       Custodian for investment in accordance with this Agreement.
2.10   Employer means an Employer named in the Application and described in 
       ss.403(b)(1)(A) of the Code.
2.11   Excess  Contributions  means the  amount of any  contribution  made by an
       Employer on behalf of an  Employee  for any Plan Year which is an "excess
       contributions" as defined in ss.4973(c) of the Code.
2.12   Exclusion  Allowance means the maximum  contributions made by an Employee
       under  403(b)(2) of the Code or, for Employees  making an election  under
       ss.403(b)(2)(B)  of the Code, the limits described in ss.415(c)(4) of the
       Code.
2.13   Plan Year means a calendar year.
2.14   Princor Funds means one or more of the regulated  investment  companies 
       for which Princor Management Corporation serves as investment advisor and
       Princor Financial Services Corporation serves as the principal 
       underwriter. The Custodian and Sponsor shall determine which Princor 
       Funds are available under this Agreement.
2.15   Princor Fund Shares  meaning whole or fractional shares of one or more of
       the Princor Funds.
2.16   Sponsor means Princor Financial Services Corporation.

                Article III - Establishment of Custodial Account
3.1    Establishing  a  Custodial  Account.  Upon  receiving  execution  of  the
       Application  by an  Employee,  the  Custodian  shall open and  maintain a
       Custodial  Account for the  Employee.  The  Custodial  Account shall hold
       title only to Princor Fund Shares or cash, or both.  The Custodial  shall
       satisfy the requirement of ss.401(f)(2) of the Code.
3.2    Limitations  On Custodial  Account.  The Custodian  shall not pay or make
       available  any amounts  from a Custodial  Account,  except as provided in
       Paragraph 6.1. The Custodian shall not have any responsibility under this
       Agreement for any assets not held in a Custodial Account.

                    Article IV - Contributions and Transfers
4.1    Contributions.  The  Custodian  shall  accept  and hold in the  Custodial
       Account the contributions  made on behalf of the Employee by an Employer.
       The Custodian shall have no responsibility  for determining the amount of
       any  contribution  nor  for  the  collection  of  contributions  from  an
       Employer.  Any  reports or  instructions  prepared by or on behalf of the
       Custodian  for the  Employer  shall  be  solely  for the  benefit  of the
       Employer.  The Employee shall be solely  responsible for determining that
       the correct amount of a contribution is remitted to the Custodian.
4.2    Rollovers,  Direct  Rollovers  and  Transfers  From  an  Existing  403(b)
       Arrangement.  The  Custodian  shall accept  contributions  to a Custodial
       Account which result from rollovers,  direct rollovers and transfers from
       an existing 403(b) annuity or custodial account. The Custodian shall have
       no liability to verify that the prior 403(b) annuity or custodial account
       complied  with the  requirements  of the Code  prior to the  transfer  of
       funds.  The employee shall inform the custodian about the identity of any
       rollover or transfer contributions.
4.3    Rollovers From Individual Retirement Accounts. The Custodian shall accept
       and hold in the Account rollovers from Individual  Retirement Accounts as
       described in ss.408 of the Code, if the  Individual  Retirement  Accounts
       resulted  solely  from the  rollover  of funds  from an  Existing  403(b)
       Arrangement as described in  ss.403(b)(8) of the Code. In accordance with
       ss.408, the Employee shall inform the Custodian about the identity of any
       rollover contributions.
4.4    Restrictions on Employee Contributions.
       (a) Employee contributions cannot exceed the maximum contribution amounts
       specified in the Code or any regulations  issued by the Internal  Revenue
       Service.  It shall be the Employee's  responsibility to ensure that those
       limits are not  exceeded.  The  Custodian  shall have no  liability if an
       Employee  exceeds the  contribution  limits  specified in the Code or any
       regulations.  The remaining subparagraphs of this Paragraph 4.4 describe,
       in general, the limitations. However they are meant only to aid Employees
       to  determine  the actual  limitations  that apply to them,  they are not
       meant to list all limitations  which may apply to each Employee.  (b) For
       each Plan Year, the total Employer  contributions for any taxable year of
       the Employee made by salary  reduction  qualifying as elective  deferrals
       when added to all other elective deferrals made on behalf of the employee
       to another plan described in ss.401(k), ss.408(k)(6), or ss.403(b) of the
       Code and when added to other contributions made on behalf of the Employee
       under any other plan  described in ss.457(b) or  ss.501(c)(18)  shall not
       exceed the lesser of--
(i)    the limit described in ss.402(g)(4) of the Code; or
(ii)   the Employee's Exclusion Allowance described in ss.403(b)(2) of the Code,
       as modified by  ss.415(1)(2)  and  ss.457(c)(2)  of the Code. (c) Certain
       qualified  employees of certain  qualified  organizations may elect under
       ss.402(g)(8)(A)  to increase the elective  deferrals by certain specified
       amounts.  Under  ss.402(g)(8)(A) the term "qualified  employee" means any
       employee  who has  completed  15 years  of  service  with  the  qualified
       organization.  The term  "qualified  organization"  means any educational
       organization,  hospital,  home health service agency,  health and welfare
       service agency, church or convention or association of churches.
4.5    Liabilities  of Custodian.  The Employee has the sole  responsibility  to
       determine  whether any  contributions  made on the Employee's behalf meet
       the  limitations  specified  in the Code.  The  Custodian  shall  have no
       liability for losses that may arise if any  contributions  made on behalf
       of an Employee exceed the contribution limitations of the Code.
4.6    Vesting. Each Employee's interest in the amounts credited to a Custodial 
       Account is fully vested and nonforfeitable.
4.7    Transfers To Alternate  Funding Agent. At the direction of the Employee,
       the Custodian shall transfer, in cash, such assets held in the  Custodial
       Account less the amount of any taxes, fees, charges, or other expenses 
       chargeable to the Custodial Account, to an Alternate Funding Agent 
       designated by the Employee, provided that such transfer occurs in 
       accordance with Paragraph 6.2(b). The Custodian may require that the 
       Employee use a form acceptable to the Custodian to request a transfer. 
       A transfer to an Alternate Funding Agent must comply with the purposes 
       described in paragraph 6.2(b). When the Custodian transfers assets to an 
       Alternate Funding Agent, the Custodian shall have no further obligation 
       to the Employee or Beneficiary.
4.8    Liabilities  for  Transfer.  The  Custodian  shall have no liability  for
       losses  that may  arise  from the  acts,  omissions,  or  delays or other
       inaction of any other person  involved with the transfer of assets either
       to  or  from  the  Custodial   Account.   The  Custodian  shall  have  no
       responsibility to the Employee for the tax treatment of any transfer from
       the Custodial Account.

                 Article V - Investment of the Custodial Account
5.1    In General.  The  Custodian  shall  invest the cash it  receives  for the
       Custodial  Account in the Princor Fund Shares designated by the Employee.
       The Custodian  shall not be liable for payment of interest on any portion
       of the Custodial  Account that it may hold in cash from time to time. The
       Custodian shall not have any duty to question the investment direction of
       the  Employee  nor  shall  it have  any duty to  suggest  that any  other
       investment direction would be more appropriate for the Employee.
5.2    Investment  Direction Of Employee.  The Application  contains the initial
       investment  instructions  given to the Custodian by the  Employee.  Those
       instructions  shall stay in effect until the Employee  modifies them in a
       manner   acceptable   to  the   Custodian.   The  Custodian  may  request
       clarifications from an Employee if it receives  incomplete,  conflicting,
       or  unacceptable  investment  instructions  from the employee.  Until the
       Custodian  receives any required  clarification or further  instructions,
       the Custodian  shall invest the  contribution  using the last  acceptable
       investment  instructions  delivered to the  Custodian.  The Custodian may
       rely upon the latest acceptable instructions of the Employee with respect
       to investment of contributions.
5.3    Exchanges. The Employee may instruct the Custodian in a manner acceptable
       to the  Custodian  to exchange  all or any  portion of the  Princor  Fund
       Shares held in the  Custodial  Account for other  Princor  Fund Shares if
       both this Agreement and the current  prospectuses of the relevant Princor
       Funds  permit  such an  exchange.  By giving any  direction  to  exchange
       Princor Fund  Shares,  the  Employee  acknowledges  that the Employee has
       received  the current  prospectuses  for the  Princor  Funds in which the
       Employee has directed investment.
5.4    Reinvestment.  Unless  otherwise  directed  by  the  employee  on a  form
       acceptable  to  the  Custodian,  the  Custodian  shall  invest  all  cash
       dividends and capital gain  distributions  received by the Custodian with
       respect to any Princor Fund Shares held in the Custodial  Account in like
       Princor  Fund  Shares.  If the  Custodian  has the right to  receive  any
       dividend  or other  distribution  in cash or in shares it shall  elect to
       receive the dividend or other distribution in Princor Fund Shares.
5.5    Ownership Of Princor Fund Shares.  The Custodian shall register the title
       of all Princor Fund Shares purchased in accordance with this Article V in
       the name of the  Custodian  (or its nominee) as custodian for the account
       of the Employee.  The Custodian  shall send all proxy and other materials
       that relate to the Princor  Fund Shares to the  Employee and shall follow
       the  Employee's  instructions  with  respect to voting such  Princor Fund
       Shares. The Employee's voting  instructions must use a form acceptable to
       the Custodian. If the Custodian does not receive timely instructions from
       the  Employee,  it shall not cote the  Princor  Fund  Shares held for the
       Employee.

                           Article VI - Distributions
6.1   General Rule. The Custodian shall not pay any amounts from the Custodial 
      Account, or otherwise make those amounts available to the Employee (or 
      Employee's Beneficiary) before:
      (i) The Employee has separated  from the service of the employer;  or (ii)
      The  Employee  has reached the age of 59 1/2;  or  (iii)The  Employee  has
      become  disabled  (within the meaning of ss.72(m)(7) of the Code); or (iv)
      the Employee  has died;  or (v) The  Employee  has  encountered  financial
      hardship; or
      (vi) Any  other  event  that  complies  with  Internal   Revenue   Service
           regulations  or rulings  relating  to  distributions  from  ss.403(b)
           Custodial Accounts.
6.2   Limitations on Distributions.
      (a)  The  Custodian  has no duty to make  any  distributions  or make  any
      distributions  otherwise  available  until it receives  written notice and
      proof of one of the above  events from the  Employee  (or  Beneficiary  in
      event  of  the  Employee's  death).  The  Employee  (or  Beneficiary  when
      applicable) must provide  acceptable  documentation to the Custodian.  The
      Custodian shall be able to conclusively  rely upon any such  documentation
      (including  any  doctor's  certification  of  disability)  submitted by an
      Employee or a Beneficiary,  providing  that it is in a form  acceptable to
      the Custodian.  The Custodian shall not make any  distributions  until the
      expenses  described  in  Paragraph  7.1 are  deducted  from the  Custodial
      Account.   (b)  For  purposes  of  determining  whether  an  Employee  has
      encountered a financial hardship which would allow a distribution from the
      Custodial Account,  the Employee's condition must meet the requirements of
      any  regulations or proposed  regulations  issued by the Internal  Revenue
      Service.  If no regulations or proposed  regulations  exist  regarding the
      meaning of the term  "financial  hardship" as used in ss.403(b),  then the
      Employee shall  demonstrate that the Employee meets the requirements for a
      financial  hardship  distribution  established  for  ss.401(k)  plans.  An
      employee  requesting a hardship  distribution shall submit an affidavit to
      the Custodian  which shall  describe the facts  supporting  the Employee's
      claim of financial  hardship.  The Custodian shall be able to conclusively
      rely upon such an affidavit and shall have no obligation to  independently
      confirm any of the facts or  statements  contained  in the  affidavit.  In
      addition, the Custodian shall have no liability for any distribution to an
      Employee based on a financial hardship affidavit.  (c) The Custodian shall
      have the power to ensure that the limitation on distributions contained in
      Paragraph 6.1 are fully implemented and enforced.
6.3   Method of Distribution.
      (a)  Subject  to  the  minimum  distribution   requirements  described  in
      paragraph  6.7,  the  Custodian  shall  make  distributions   (other  than
      distributions for financial  hardship which the Custodian shall pay with a
      single  payment)  in cash  or in kind in any one or more of the  following
      ways in  accordance  with  the  written  directions  of the  Employee  (or
      Beneficiary if applicable): (i) in a single payment; or (ii) in a director
      rollover of an eligible  rollover  distribution as defined in ss.402(c)(4)
      of the Code to a ss.402(c)(4) plan or to an Individual retirement account
      or individual retirement annuity provided that:
      (a)  a  direct  rollover  distribution  option  is  not  available  for  a
           distribution if the aggregate eligible rollover  distributions during
           a plan year are reasonably expected to total less than $200
      (b)  in the case of an eligible  rollover  distribution a portion of which
           is distributed to the employee,  a direct rollover  distribution  may
           not be directed to an eligible  retirement plan unless the portion of
           the distribution so directed is equal to at least $200; and
      (c)  an election to make or not to make a direct  rollover with respect to
           one  payment  in a series  of  periodic  payments  will  apply to all
           subsequent  payments in the series  provided  that such election with
           regard to  subsequent  payments  may be  changed  in  writing  by the
           employee at any time
      (iii)in equal, or substantially  equal,  installments not extending beyond
      the life expectancy of the Employee;  or (iv) in equal,  or  substantially
      equal,  installments not extending beyond the life expectancy of the joint
      survivor
           expectancy of the Employee and the Employee's spouse; or
      (v)  any combination of the above.
      (b)  The Employee may request that the Custodian make the payments 
           monthly, quarterly, semiannually, or annually. At the request of an 
           Employee, the Custodian may institute a program to automatically make
           distributions over the period selected by the Employee, provided that
           the request meets the guidelines  established by the Custodian for 
           such periodic distributions. The Custodian shall reinvest any 
           dividends or capital gains  distributions on the shares remaining in 
           the Account in the Princor Fund Shares in the Account. In the absence
           of such direction, the Custodian may distribute the assets under any 
           method in accordance with the minimum distribution requirements 
           described in paragraph 6.7.(c) If the assets of the Custodial Account
           are invested in more than one Princor Fund, any request for a 
           distribution must specify which Princor Fund Shares are to be 
           redeemed in order to make the distribution. For distributions 
           described in paragraph 6.7., if no prior designation has been made, 
           the distribution shall be made by redeeming the Princor Fund Shares 
           in a pro rata manner.
6.4   Distribution  of  Excess  Contributions.  In the event  that the  Employee
      notifies  the  Custodian  in writing  that the Employer has made an excess
      contribution  on behalf of the  Employee  (as  defined  in  ss.4973 of the
      Code), the Custodian shall distribute, as soon as possible after receiving
      the notice,  an amount in cash or in kind,  as the  Employee  shall elect,
      equal to the excess  contribution  (with earnings received on those excess
      contributions   to  the  date  of   distribution)   less  any   reasonable
      administrative   charges   attributable   to  those   amounts  or  to  the
      distribution.
6.5   Timing of  Distributions.  Unless  otherwise  specified in this Agreement,
      distributions  will  normally  commence  within 30 days after the employee
      notifies the  Custodian in a form  acceptable to the  Custodian,  that the
      Employee is entitled to distributions  pursuant to Paragraph 6.1. Prior to
      the  commencement of  distributions  the Employee may, if agreed to by the
      Custodian,  make an  irrevocable  election  to have  the  commencement  of
      distributions deferred to a fixed future date.
6.6   Early Distributions.  The Internal  Revenue Service may assess a premature
      penalty tax under ss.72(t) of the Code equal to 10% of the taxable amount 
      distributed to an Employee, except for the following types of 
      distributions:
      (i)  a  distribution  eligible  for  rollover  treatment,  if the Employee
           rolls the money over to an Individual  Retirement Account within 60 
           days of receipt; or
      (ii) distributions on account of the death, or permanent disability as 
           defined in ss.72(m)(7) of the Code of the  participant; or
      (iii)distributions used to pay certain tax deductible  medical expenses,  
           to the extent allowed under ss.72(t)(2)(B) and ss.213 of the Code; or
      (iv) distributions  after  termination  of  service  taken in a series  of
           similar  periodic  payments over the life expectancy of the Employee,
           or joint life  expectancy  of the Employee and spouse,  to the extent
           allowed by ss.72(t)(2)(A)(iv) and ss.72(t)(3)(B) of the Code; or
      (v)  distributions  made after the Employee  attains age 55 and  separates
           from service on account of Early  Retirement to the extent  permitted
           under ss.72(t)(2)(A)(v) of the Code; or
      (vi) a distribution taken after the employee attains age 59 1/2.
6.7   Required Distributions.
      (a)   Distributions   from  the  Account  must  comply  with  the  minimum
      distribution  requirements of  ss.403(b)(10)  and ss.401(a)(9) of the Code
      and the regulations thereunder.  Failure to commence distributions,  or to
      satisfy the annual minimum distribution rules of ss.403(b)(10) of the Code
      will result in an annual  penalty tax equal to 50% of the amount  produced
      by subtracting the amount  distributed,  if any, from the required minimum
      distribution.  (b)  Distributions  shall  commence not later than April 1,
      following the calendar year in which the Employee  attains age 70 1/2 (the
      "Required Beginning Date"). The minimum amount to be distributed each year
      (commencing  with the Required  Beginning Date and each  subsequent  year)
      must be at least an amount equal to the quotient  obtained by dividing the
      entire amount of the  Custodial  Account at the time the  distribution  is
      made  (expressed in either  dollars or shares) by the life  expectancy and
      last  survivor  expectancy of the Employee and the  Employee's  designated
      Beneficiary   (whichever  is  applicable).   For  determining   such  life
      expectancy  periods,  the  expected  return  multiples in ss.1.72-9 of the
      regulations or the Internal  Revenue Service,  as amended,  shall be used.
      Such  period  shall be  determined  either (i) only once,  at the time the
      Employee  first requests such  distribution,  or (ii)  periodically,  in a
      consistent  manner,  provided,  however,  that  the life  expectancy  of a
      nonspouse beneficiary may not be recalculated.
6.8   Payments Upon Death of Employee.  In the event an Employee dies before the
      distribution  of the  Employee's  benefits  has  commenced  or before such
      distribution has been completed, then the amount credited to the Custodial
      Account shall be  distributed to the  Employee's  Beneficiaries.  Upon the
      death of the Employee,  the following  distribution  provisions shall take
      effect:  (a) If the Employee dies after  distribution  of his interest has
      commenced, the remaining portion of such interest will
           continue to be distributed at least as rapidly as under the method of
           distribution being used prior to the Employee's death.
      (b)  If the Employee dies before  distribution  of the  Custodial  Account
           commences,  the Employee's interest will be distributed no later than
           5 years  after the  Employee's  death  except to the  extent  that an
           election is made to receive  distributions  in accordance with (i) or
           (ii) below:
      (i)  If  any  portion  of  the   Employee's   interest  is  payable  to  a
           Beneficiary,   distribution  may  be  made  in  substantially   equal
           installments  over  the  life or life  expectancy  of the  designated
           Beneficiary  commencing  no later  than 1 year  after the  Employee's
           death;
      (ii) If the  Beneficiary  is the  Employee's  surviving  spouse,  the date
           distribution are required to begin in accordance with (i) above shall
           not be  earlier  than the  date on  which  the  Employee  would  have
           attained age 70 1/2, and, if the spouse dies before  payments  begin,
           subsequent  distributions shall be made as if the spouse had been the
           Employee.
      (c)  For purposes of (b) above,  payments will be calculated by use of the
           return  multiples  specified in ss.1.72-9 of the  regulations  of the
           Internal Revenue  Service.  Life expectancy of a surviving spouse may
           be recalculated annually. In the case of any other Beneficiary,  such
           life  expectancy  will  be  calculated  at  the  time  payment  first
           commences without further recalculation.
      (d)  For purposes of this Paragraph 6.8, any amount paid to a child of the
           Employee  will be  treated  as if it had been  paid to the  surviving
           spouse if the amount becomes payable to the surviving spouse when the
           child reaches the age of majority.
      (e)  The Employee may change the  designation of a Beneficiary at any time
           by  executing a form  acceptable  to the  Custodian.  If the Employee
           fails  to  execute  and  file  such  form  or if the  Beneficiary  or
           Beneficiaries  designated  in such form fail to survive the Employee,
           such amounts shall be paid to the Employee's estate.
      (f)  If the Employee's  Beneficiary dies while receiving payments from the
           Account, the Custodian shall pay any remaining payments to the estate
           of the Employee's Beneficiary.
      (g)  Before making any distribution in the event of the Employee's  death,
           or the death of the Employee's  Beneficiary,  the  Beneficiary  shall
           furnish the  Custodian  with any and all  certificates,  tax waivers,
           proof of death and other documents requested by it in its discretion.
6.9   Inalienability of Benefits.
      (a)  The Employee shall not have the right to assign, transfer, or pledge 
           any interest in the Custodial  Account and the Employee's interest in
           the Custodial Account shall not be subject to the claims of the 
           Employee's creditors.
      (b)  No benefit payment or other interest in the Custodial Account will be
           subject to assignment or alienation, either voluntary or involuntary.
           This subparagraph  shall also apply to the creation,  assignment,  or
           recognition  of a right to any  benefit  payable  with  respect to an
           Employee pursuant to a domestic relations order, unless such order is
           in a form acceptable to the Custodian.

                Article VII - Rights and Duties Of The Custodian
  7.1 Expenses. The Custodian shall use the assets in the Custodial Account to
      pay any income  taxes or other  taxes of any kind  whatsoever  directly or
      indirectly   levied  or  assessed   upon  the   Custodial   Account,   any
      administrative  expenses  incurred by the Custodian in the  performance of
      its duties, including the cost of submitting reports which may be required
      under Paragraphs 7.4 and 7.5, and any fees for legal services  rendered to
      the Custodian. When such expenses apply to more than one Custodial Account
      (including  Custodial  Accounts  established  for other Employees or other
      Employers),  the  Custodian  shall  apportion  the  expenses  between  the
      Custodial Accounts in proportion to the assets in each Custodial Account.
 7.2  Limitations On Custodian's  Duties.  The Custodian has no duty to take any
      action other than those  specified in this  Agreement  with respect to the
      Custodial  Account  unless  the  Employee  furnishes  the  Custodian  with
      instructions in proper form and the Custodian  specifically agrees to take
      such action. The Employee cannot require the Custodian to defend or engage
      in any suit with respect to the  Custodial  Account  unless the  Custodian
      shall  have  first  agreed  in  writing  to do so and the  Employee  fully
      indemnifies the Custodian for that action.  The Custodian may conclusively
      rely upon and shall be protected in following any order from the Employee,
      or an Employer, or any other notice,  request,  consent,  certificate,  or
      other  instrument or paper which appear genuine,  so long as the Custodian
      acts in good faith,  in taking or omitting to take any other  action.  The
      Custodian may retain assets in cash or cash  balances  pending  receipt of
      proper investment instructions and shall not be liable for interest on any
      such cash or cash  balance.  The  Custodian  shall have no  obligation  to
      demand or require that the Employer make any contributions on behalf of an
      Employee to a Custodial Account.
7.3   Enforcement  Of Agreement.  The Employee  shall have the sole authority to
      enforce this Agreement on his or her own behalf and on behalf of any other
      persons having or claiming any interest in the Custodial Account by virtue
      of this Agreement.
7.4   Records and  Reports.  The  Custodian  shall keep  accurate  and  detailed
      records   of  all   receipts,   investments,   disbursements,   and  other
      transactions it performs under the terms of this Agreement.  The Custodian
      shall  file  with  the  Employee   statements   reflecting  the  receipts,
      disbursements,  and other  transactions  affecting the Custodial  Account.
      Upon the expiration of forty-five days after  furnishing such statement to
      the Employee,  the Employee  constructively  releases and  discharges  the
      Custodian from all liability and  accountability to anyone with respect to
      its acts, actions, duties, obligations, or responsibilities as shown in or
      reflected  by the  statement,  except  with  respect  to any such  acts or
      transactions as to which the Employee shall have filed written  objections
      with the Custodian within the forty five day period.
7.5   Government Reports.  The Employer,  the Employee,  the Custodian,  and the
      Sponsor  shall  furnish to one another  such  information  relevant to the
      Agreement  and  Custodial  Account  required  by the Code or  governmental
      regulations.  The Custodian  shall file with the Internal  Revenue Service
      such returns and other information  concerning the Custodial Account which
      the Code  requires it to file,  but the  Custodian  has no  obligation  to
      prepare,  file,  or  provide  any other  reports  except  those  expressly
      required by this Agreement.
7.6   Administration of the Plan. The Custodian has no obligation to administer
      any or all of the Employer's  retirement plan, or to take any actions on 
      behalf of that plan.
7.7   Delegation  Of Duties.  The  Custodian  may  delegate  any of its duties  
      under this Agreement to any of it's subsidiaries, including the Sponsor. 
      Any delegation of duties shall not relieve the Custodian of its 
      obligations under this Agreement.

               Article VIII - Resignation Or Removal Of Custodian
8.1   Resignation Or Removal Of Custodian.  The Custodian may resign at any time
      upon 30 days notice in writing to the Employee. The Sponsor may remove the
      Custodian  upon 30 days  notice  to the  Custodian  and the  Employee.  In
      addition,  the  Employee  shall  remove the  Custodian  and  substitute  a
      successor  custodian  if  the  Employee  receives  notification  from  the
      Commissioner  of  the  Internal  Revenue  Service  that  it  requires  the
      substitution   because  (i)  the  Custodian  has  failed  to  comply  with
      ss.1.401-12(n)  of the regulations of the Internal Revenue Service or (ii)
      has not kept the records or made the returns or  rendered  the  statements
      required  by the forms and  regulations  issued  by the  Internal  Revenue
      Service.  Upon such  resignation  or removal,  the Employee or the Sponsor
      shall appoint a successor  Custodian which shall meet the  requirements of
      the Code.  Upon  receipt by the  Custodian of written  acceptance  of such
      appointment by the successor  Custodian,  the Custodian shall transfer and
      pay over to such successor  Custodian the assets of the Custodial  Account
      and all records or copies thereof pertaining to the Custodial Account. The
      Custodian  may  reserve  such sum of money  as it may deem  advisable  for
      payment of all its fees, compensation,  costs and expenses, or for payment
      of any other  liabilities  consisting of a charge on or against the assets
      of the Custodial Account. The Custodian shall have a lien on the assets of
      the Custodial Account to the extent of any such charges.
8.2   Failure  To  Appoint  Successor  Custodian.  If within  30 days  after the
      effective  date of the  Custodian's  resignation  or  removal a  qualified
      successor to the Custodian has not been appointed or has not accepted such
      appointment,  the Custodian shall either appoint such successor  itself or
      terminate this Agreement.  Upon termination the Custodian shall distribute
      all  assets  in  the  Custodial   Account  in  a  manner  that  meets  the
      requirements of Paragraph 6.2(b). The Custodian has no obligations arising
      from the performance of any successor to its duties under this Agreement.

                           Article IX - Miscellaneous
9.1   Notices and  Instructions.  For a notice to the Employee or other party to
      take effect.  the Custodian must send it by  first-class  mail to the last
      address  on the  Custodian's  records.  The  Employee  shall also send any
      notice to the Custodian  pursuant to this Agreement by  first-class  mail.
      The Employee must send all instructions under this Agreement in writing to
      the  Custodian  using  a form  acceptable  to the  Custodian.  unless  the
      Custodian   indicates   that   instructions   using   some  other  Tom  of
      communications  will be acceptable to give certain notices.  The Custodian
      shall have no obligation to act upon an  instruction  not in an acceptable
      form.
9.2   Necessity of Qualification.  The parties establish this Agreement with the
      intent that it shall meet the  requirements  of 403(b)(7) of the Code,  as
      amended. Notwithstanding any other provisions contained in this Agreement,
      if the Internal Revenue Service determines that because of some inadequacy
      in the  provisions  of this  Agreement  it  initially  fails to meet those
      requirements,  the  Custodian  shall  distribute  all of the assets of the
      Custodial  Account to the Employee or shall  transfer  them in  accordance
      with Paragraph 4.7 and this Agreement shall  terminate  unless the parties
      can remove the  inadequacy by a retroactive  amendment.  The Sponsor shall
      notify the Custodian in writing of any determination  made with respect to
      the status of the  Agreement.  The Employee  understands  the necessity of
      seeking   independent   legal  counsel  with  respect  to  the  effect  of
      establishing  this  Agreement  and further  understands  that the Internal
      Revenue Service has not approved this Agreement and that therefore neither
      the  Custodian  nor the  Sponsor,  nor  anyone  acting  on  behalf  of the
      Custodian   or  Sponsor.   makes  any   representations   as  to  the  tax
      qualification or effect of the Agreement.
9.3   Custodian's  Fee  Schedule.  The  Custodian  may charge a setup fee in the
      Custodial  Account's  first  year  and a fee  for the  maintenance  of the
      Custodial Account.  The Custodian shall charge all fees with respect to an
      Employee' s Custodial  Account to that  Custodial  Account.  The  Employee
      authorizes the Custodian to redeem sufficient  Princor Fund Shares held in
      the  Custodial  Account to pay any fees and to  transfer  the  proceeds to
      itself.  Unless  otherwise  specified by the Employee,  if the Account has
      shares of more than one Princor  Fund,  they shall be redeemed  pro rat a.
      The Custodian may amend that fee schedule  after 30 days written notice to
      the  Employee.  The  Custodian  may assess  additional  charges  for other
      nonstandard services performed by the Custodian.
9.4   Assignability. The Employee may not assign any rights under this Agreement
      without the prior written consent of the Custodian and the Sponsor.
9.5   Governing Law. This Agreement shall be construed in accordance with the 
      laws of the State of lowa.
9.6   Interpretation.  This Agreement  shall be interpreted in manner so that it
      meets the  requirements  of ss.403(b)(7) of the Code. It the terms of this
      Agreement and the  requirements of ss.403(b)(7) of the Code conflict,  the
      requirements  of  ss.403(b)(7)  of the Code  shall be deemed to be part of
      this Agreement and shall supersede any other provision in this Agreement.

                      Article X - Amendment And Termination
10.1  Amendment.  The Employee by the  establishment  of the  Custodial  Account
      delegates  to  the  Custodian  the  power  to  make  any   retroactive  or
      prospective amendment to this Agreement necessary to conform the Agreement
      to the requirements of any law regulating the Custodian,  the Sponsor, the
      Employer,  the Employer'  splay,  or the Employee.  The Employee  shall be
      deemed  to  have  consented  to  such   amendments.   For  other  proposed
      amendments,  the Custodian  and the Employee must agree to the  amendment.
      The  Custodian  shall  notify the  Employee of the  proposed  amendment in
      writing.  If the Employee does not object to the amendment within 30 days,
      the amendment shall become  effective.  No amendment may allow any part of
      the Custodial  Account to be distributed  except as described in Paragraph
      6.2(b) of this  Agreement nor shall any  amendment  increase the duties of
      the Custodian  without its consent.  Neither the Custodian nor the Sponsor
      shall  have any  affirmative  obligation  lo amend the  Agreement  for any
      purpose.  The Sponsor shall receive  written  notice of any  amendments to
      this Agreement.
10.2  Termination. This Agreement shall terminate upon the complete distribution
      of the Custodial  Account to the Employee or an Alternate  Funding  Agent.
      The Custodian  shall have the right to terminate  this  Agreement  upon 30
      days prior written  notice to the Employee.  In such event,  the Custodian
      shall  transfer the assets of the  Custodial  Account in  accordance  with
      Paragraph 4.7. However,  if the Employee does not designate an appropriate
      person to receive such a transfer within 30 days after a notice,  then the
      Custodian  shall  distribute  the assets in the  Custodial  Account in any
      manner that meets the requirements of Paragraph 6.2(b).


                       PRINCOR SHORT-TERM BOND FUND, INC.
                     DISTRIBUTION AND SHAREHOLDER SERVICING
                               PLAN AND AGREEMENT
                                 CLASS A SHARES

         PLAN  AND  AGREEMENT  made  as of  the  ______________________,  by and
between PRINCOR SHORT-TERM BOND FUND, INC., a Maryland corporation (the "Fund"),
and  PRINCOR   FINANCIAL   SERVICES   CORPORATION,   an  Iowa  corporation  (the
"Underwriter").

         WHEREAS,  Rule  12b-1  under the  Investment  Company  Act of 1940 (the
"Act"),  provides that a registered open-end  management  investment company may
participate  in financing  the  distribution  of  securities  of which it is the
issuer; and

         WHEREAS,  any payments made by the Fund in  accordance  with Rule 12b-1
must be made pursuant to a written plan  describing all material  aspects of the
proposed financing of distribution; and

         WHEREAS,  the  Underwriter  acts as the  underwriter  for the Fund; and
various broker-dealers (the "Dealers"),  including the Underwriter,  sell shares
of the Fund and provide services to existing shareholders; and

         WHEREAS,  the Board of  Directors of the Fund has  determined  that the
Fund should make direct payments to the Underwriter for  transmission to Dealers
(including  the  Underwriter)  in connection  with selling class A shares of the
Fund and the rendering of services to class A shareholders and that such payment
should be separate  from the  investment  advisory  and  management  fee paid to
Princor Management Corporation; and

         WHEREAS,  the Board of Directors of the Fund has determined  that there
is a reasonable  likelihood  that the adoption of the Plan will benefit the Fund
and its class A shareholders;

         NOW,  THEREFORE,  the  following  shall  constitute  the  written  Plan
pursuant to which the Fund shall  participate in financing the  distribution  of
its class A shares.

         Section  1. The  Fund is  hereby  authorized  to make  payments  to the
Underwriter  from that portion of the Fund's assets  attributable to its class A
shares for the purpose of compensating the Underwriter and other selling Dealers
for (i)  providing  shareholder  services  to  existing  class  A  shareholders,
including  without  limitation,  furnishing  information  as to  the  status  of
shareholder accounts,  requests,  responding to telephone and written inquiries,
and assisting  class A  shareholders  with tax  information  and (ii)  rendering
assistance  in the  distribution  and promotion of the sale of class A shares to
the public.

         In consideration of the activities  described above, the Fund shall pay
the Underwriter a fee after the end of each month at the annual rate of 0.15% of
the daily net asset value of the Fund's class A shares.  The  Underwriter  shall
retain such amounts as are  appropriate to compensate the Underwriter for actual
expenses  incurred in  distributing  and promoting the sale of class A shares to
the  public  and remit  such  amounts  as are  appropriate  to other  Dealers in
recognition  of  their  services  and  assistance  as  described  above.  If the
aggregate  payments  received by the  Underwriter  under this Plan in any fiscal
year exceed the  expenditures  made by the  Underwriter  in such fiscal year for
these purposes, the Underwriter shall promptly reimburse the Fund for the amount
of such excess.

         Section 2. This Plan shall not take effect  until it has been  approved
(1) by a vote of at least a majority (as defined in the Act) of the  outstanding
class A shares  of the Fund  and (2) by  votes of the  majority  of both (i) the
Board of Directors of the Fund, and (ii) those Directors of the Fund who, except
for their positions as Directors of the Fund, are not  "interested  persons" (as
defined  in the Act) of the Fund and who have no  direct or  indirect  financial
interest in the  operation of this Plan or any  agreements  related to this Plan
(the  "Disinterested  Directors"),  cast in person at a meeting  called  for the
purpose of voting on this Plan or such agreements.

         Section 3. Unless  sooner  terminated  pursuant to Section 5, this Plan
shall  continue  in effect for a period of twelve  months from the date it takes
effect and thereafter  shall  continue in effect so long as such  continuance is
specifically  approved at least annually in the manner  provided for approval of
this Plan in Section 2(2).

         Section 4. A  representative  of the  Underwriter  shall provide to the
Board and the Board  shall  review at least  quarterly  a written  report of the
amounts so expended and the purposes for which such expenditures were made.

         Section  5.  This  Plan  may be  terminated  at any  time  by vote of a
majority of the Disinterested Directors, or by vote of a majority (as defined in
the Act) of the Fund's outstanding class A shares.

         Section 6. Any  agreement  of the Fund related to this Plan shall be in
writing and shall provide:

         A.       That such  agreement may be  terminated  at any time,  without
                  payment of any  penalty,  by vote of a majority of the members
                  of the Board of Directors  of the Fund who are not  interested
                  persons of the Fund and have no direct or  indirect  financial
                  interest  in the  operation  of the Plan or in any  agreements
                  related to the Plan or by a vote of a majority  (as defined in
                  the Investment  Company Act of 1940) of the Fund's outstanding
                  class A shares on not more than sixty days' written  notice to
                  any other party to the agreement); and

         B.       That such agreement shall terminate automatically in the event
                  of its assignment.

         Section 7. While the Plan is in effect, the selection and nomination of
Directors  who are not  interested  persons  (as defined in the Act) of the Fund
shall be committed to the  discretion of the  Directors  who are not  interested
persons.

         Section 8. The Fund shall preserve  copies of this Plan and any related
agreements  and all reports  made  pursuant to  Paragraph 4, for a period of not
less than six years from the date of the Plan, or the agreements or such report,
as the case may be, the first two years in an easily accessible place.

         Section  9. This Plan may not be  amended to  increase  materially  the
amount of  distribution  expenses  provided for in Section 1 hereof  unless such
amendment is approved in the manner  provided for initial  approval in Section 2
hereof  and no other  material  amendment  to this  Plan  shall  be made  unless
approved in the manner provided for initial approval in Section 2(2) hereof.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan as of the first date written above.

                       PRINCOR SHORT-TERM BOND FUND, INC.



                       By: ______________________________
                          A. S. Filean, Vice President


                           PRINCOR FINANCIAL SERVICES
                                   CORPORATION


                       By: ______________________________
                             S. L. Jones, President


                       PRINCOR SHORT-TERM BOND FUND, INC.
                     DISTRIBUTION AND SHAREHOLDER SERVICING
                               PLAN AND AGREEMENT
                                 CLASS B SHARES

     PLAN AND AGREEMENT made as of the  _______________________________,  by and
between PRINCOR SHORT-TERM BOND FUND, INC., a Maryland corporation (the "Fund"),
and  PRINCOR   FINANCIAL   SERVICES   CORPORATION,   an  Iowa  corporation  (the
"Underwriter").

     WHEREAS,  Rule 12b-1 under the Investment  Company Act of 1940 (the "Act"),
provides  that  a  registered   open-end   management   investment  company  may
participate  in financing  the  distribution  of  securities  of which it is the
issuer; and

     WHEREAS,  any payments made by the Fund in accordance  with Rule 12b-1 must
be made  pursuant  to a written  plan  describing  all  material  aspects of the
proposed financing of distribution; and

     WHEREAS,  the Underwriter acts as the underwriter for the Fund; and various
broker-dealers  (the "Dealers"),  including the Underwriter,  sell shares of the
Fund and provide services to existing shareholders; and

     WHEREAS,  the Board of Directors of the Fund has  determined  that the Fund
should  make direct  payments to the  Underwriter  for  transmission  to Dealers
(including  the  Underwriter)  in connection  with selling Class B shares of the
Fund and the rendering of services to Class B shareholders and that such payment
should be separate  from the  investment  advisory  and  management  fee paid to
Princor Management Corporation; and

     WHEREAS,  the Board of Directors of the Fund has determined that there is a
reasonable  likelihood  that the  adoption of the Plan will benefit the Fund and
its Class B shareholders;

     NOW, THEREFORE, the following shall constitute the written Plan pursuant to
which the Fund shall  participate in financing the  distribution  of its Class B
shares.

     Section  1.  The  Fund  is  hereby  authorized  to  make  payments  to  the
Underwriter  from that portion of its assets  attributable to its Class B shares
for the  purpose of  reimbursing  the  Underwriter  for  commissions  it pays to
registered  representatives  and Dealers in connection with sales of the Class B
shares and to  compensate  the  Underwriter  and other  selling  Dealers for (i)
providing  shareholder  services to  existing  Class B  shareholders,  including
without  limitation,  furnishing  information  as to the  status of  shareholder
accounts, requests, responding to telephone and written inquiries, and assisting
shareholders  with  tax  information  and  (ii)  rendering   assistance  in  the
distribution and promotion of the sale of Class B shares to the public.

     In consideration of the activities  described above, the Fund shall pay the
Underwriter a fee after the end of each month at the annual rate of 0.50% of the
daily net asset value of the Fund's Class B shares. The Underwriter shall retain
such  amounts  as are  appropriate  to  compensate  the  Underwriter  for actual
expenses  incurred in  distributing  and promoting the sale of Class B shares to
the public and remit such amounts (not to exceed 0.15% annually of the daily net
asset  value of the  Fund's  shares)  as are  appropriate  to other  Dealers  in
recognition  of  their  services  and  assistance  as  described  above.  If the
aggregate  payments  received by the  Underwriter  under this Plan in any fiscal
year exceed the  expenditures  made by the  Underwriter  in such fiscal year for
these purposes, the Underwriter shall promptly reimburse the Fund for the amount
of such excess.

     Section 2. This Plan shall not take effect  until is has been  approved (1)
by a vote of at least a  majority  (as  defined  in the Act) of the  outstanding
Class B shares  of the Fund  and (2) by  votes of the  majority  of both (i) the
Board of Directors of the Fund, and (ii) those Directors of the Fund who, except
for their positions as Directors of the Fund, are not  "interested  persons" (as
defined  in the Act) of the Fund and who have no  direct or  indirect  financial
interest in the  operation of this Plan or any  agreements  related to this Plan
(the  "Disinterested  Directors"),  cast in person at a meeting  called  for the
purpose of voting on this Plan or such agreements.

     Section 3. Unless sooner terminated  pursuant to Section 5, this Plan shall
continue in effect for a period of twelve  months from the date it takes  effect
and  thereafter  shall  continue  in  effect  so  long as  such  continuance  is
specifically  approved at least annually in the manner  provided for approval of
this Plan in Section 2(2).

     Section 4. A representative  of the Underwriter  shall provide to the Board
and the Board shall review at least quarterly a written report of the amounts so
expended and the purposes for which such expenditures were made.

     Section 5. This Plan may be terminated at any time by vote of a majority of
the Disinterested Directors, or by vote of a majority (as defined in the Act) of
the Fund's outstanding Class B shares.

     Section  6. Any  agreement  of the Fund  related  to this Plan  shall be in
writing and shall provide:

     A.    That such agreement may be terminated at any time, without payment of
           any  penalty,  by vote of a majority  of the  members of the Board of
           Directors of the Fund who are not interested  persons of the Fund and
           have no direct or indirect financial interest in the operation of the
           Plan  or in any  agreements  related  to the  Plan  or by a vote of a
           majority  (as defined in the  Investment  Company Act of 1940) of the
           Fund's  outstanding  Class B shares  on not  more  than  sixty  days'
           written notice to any other party to the agreement); and

     B.    That such agreement shall terminate automatically in the event of its
           assignment.

     Section 7. While the Plan is in effect,  the  selection  and  nomination of
Directors  who are not  interested  persons  (as defined in the Act) of the Fund
shall be committed to the  discretion of the  Directors  who are not  interested
persons.

     Section  8. The Fund  shall  preserve  copies of this Plan and any  related
agreements  and all reports  made  pursuant to  Paragraph 4, for a period of not
less than six years from the date of the Plan, or the agreements or such report,
as the case may be, the first two years in an easily accessible place.

     Section 9. This Plan may not be amended to increase  materially  the amount
of distribution  expenses provided for in Section 1 hereof unless such amendment
is approved in the manner provided for initial  approval in Section 2 hereof and
no other  material  amendment to this Plan shall be made unless  approved in the
manner provided for initial approval in Section 2(2) hereof.

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Plan as of the first date written above.

                       PRINCOR SHORT-TERM BOND FUND, INC.


                       By: ______________________________
                          A. S. Filean, Vice President


                           PRINCOR FINANCIAL SERVICES
                                   CORPORATION

                       By: ______________________________
                             S. L. Jones, President


                           PRINCOR SHORT-TERM BOND FUND, INC.
                     DISTRIBUTION AND SHAREHOLDER SERVICING
                               PLAN AND AGREEMENT
                                 CLASS R SHARES

         PLAN AND AGREEMENT made as of the __ of _________, 1995, by and between
PRINCOR  SHORT-TERM BOND FUND, INC., a Maryland  corporation  (the "Fund"),  and
PRINCOR FINANCIAL SERVICES CORPORATION, an Iowa corporation (the "Underwriter").

         WHEREAS,  Rule  12b-1  under the  Investment  Company  Act of 1940 (the
"Act"),  provides that a registered open-end  management  investment company may
participate  in financing  the  distribution  of  securities  of which it is the
issuer; and

         WHEREAS,  any payments made by the Fund in  accordance  with Rule 12b-1
must be made pursuant to a written plan  describing all material  aspects of the
proposed financing of distribution; and

         WHEREAS,  the  Underwriter  acts as the  underwriter  for the Fund; and
various broker-dealers (the "Dealers"),  including the Underwriter,  sell shares
of the Fund and provide services to existing shareholders; and

         WHEREAS,  the Board of  Directors of the Fund has  determined  that the
Fund should make direct payments to the Underwriter for  transmission to Dealers
(including  the  Underwriter)  in connection  with selling Class R shares of the
Fund and the rendering of services to Class R shareholders and that such payment
should be separate  from the  investment  advisory  and  management  fee paid to
Princor Management Corporation; and

         WHEREAS,  the Board of Directors of the Fund has determined  that there
is a reasonable  likelihood  that the adoption of the Plan will benefit the Fund
and its Class R shareholders;

         NOW,  THEREFORE,  the  following  shall  constitute  the  written  Plan
pursuant to which the Fund shall  participate in financing the  distribution  of
its Class R shares.

         Section  1. The  Fund is  hereby  authorized  to make  payments  to the
Underwriter  from that portion of its assets  attributable to its Class R shares
for the  purpose  of  reimbursing  the  Underwriter  for  expenses  it incurs in
connection  with sales of the Class R shares and to compensate  the  Underwriter
and other  selling  Dealers for (i) providing  shareholder  services to existing
Class R shareholders, including without limitation, furnishing information as to
the status of  shareholder  accounts,  requests,  responding  to  telephone  and
written  inquiries,  and assisting  shareholders  with tax  information and (ii)
rendering  assistance in the  distribution  and promotion of the sale of Class R
shares to the public.

         In consideration of the activities  described above, the Fund shall pay
the Underwriter a fee after the end of each month at the annual rate of 0.75% of
the daily net asset value of the Fund's Class R shares.  The  Underwriter  shall
retain such amounts as are  appropriate to compensate the Underwriter for actual
expenses  incurred in  distributing  and promoting the sale of Class R shares to
the  public  and remit  such  amounts  as are  appropriate  to other  Dealers in
recognition of their services and assistance as described above provided however
the Underwriter  shall not pay  compensation to registered  representatives  and
Dealers  for the  services  they  render  to Class R  shareholders  in an amount
exceeding  0.50%  annually  of the daily net asset  value of the Fund's  Class R
shares. If the aggregate payments received by the Underwriter under this Plan in
any fiscal year exceed the  expenditures  made by the Underwriter in such fiscal
year for these purposes,  the Underwriter shall promptly  reimburse the Fund for
the amount of such excess.

         Section 2. This Plan shall not take effect  until it has been  approved
(1) by a vote of at least a majority (as defined in the Act) of the  outstanding
Class R shares  of the Fund  and (2) by  votes of the  majority  of both (i) the
Board of Directors of the Fund, and (ii) those Directors of the Fund who, except
for their positions as Directors of the Fund, are not  "interested  persons" (as
defined  in the Act) of the Fund and who have no  direct or  indirect  financial
interest in the  operation of this Plan or any  agreements  related to this Plan
(the  "Disinterested  Directors"),  cast in person at a meeting  called  for the
purpose of voting on this Plan or such agreements.

         Section 3. Unless  sooner  terminated  pursuant to Section 5, this Plan
shall  continue  in effect for a period of twelve  months from the date it takes
effect and thereafter  shall  continue in effect so long as such  continuance is
specifically  approved at least annually in the manner  provided for approval of
this Plan in Section 2(2).

         Section 4. A  representative  of the  Underwriter  shall provide to the
Board and the Board  shall  review at least  quarterly  a written  report of the
amounts so expended and the purposes for which such expenditures were made.

         Section  5.  This  Plan  may be  terminated  at any  time  by vote of a
majority of the Disinterested Directors, or by vote of a majority (as defined in
the Act) of the Fund's outstanding Class R shares.

         Section 6. Any  agreement  of the Fund related to this Plan shall be in
writing and shall provide:

         A.       That such  agreement may be  terminated  at any time,  without
                  payment of any  penalty,  by vote of a majority of the members
                  of the Board of Directors  of the Fund who are not  interested
                  persons of the Fund and have no direct or  indirect  financial
                  interest  in the  operation  of the Plan or in any  agreements
                  related to the Plan or by a vote of a majority  (as defined in
                  the Investment  Company Act of 1940) of the Fund's outstanding
                  Class R shares on not more than sixty days' written  notice to
                  any other party to the agreement); and

         B.       That such agreement shall terminate automatically in the event
                  of its assignment.

         Section 7. While the Plan is in effect, the selection and nomination of
Directors  who are not  interested  persons  (as defined in the Act) of the Fund
shall be committed to the  discretion of the  Directors  who are not  interested
persons.

         Section 8. The Fund shall preserve  copies of this Plan and any related
agreements  and all reports  made  pursuant to  Paragraph 4, for a period of not
less than six years from the date of the Plan, or the agreements or such report,
as the case may be, the first two years in an easily accessible place.

         Section  9. This Plan may not be  amended to  increase  materially  the
amount of  distribution  expenses  provided for in Section 1 hereof  unless such
amendment is approved in the manner  provided for initial  approval in Section 2
hereof  and no other  material  amendment  to this  Plan  shall  be made  unless
approved in the manner provided for initial approval in Section 2(2) hereof.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan as of the first date written above.

                       PRINCOR SHORT-TERM BOND FUND, INC.



                       By: ______________________________
                          A. S. Filean, Vice President

                           PRINCOR FINANCIAL SERVICES
                                   CORPORATION


                       By: ______________________________
                             S. L. Jones, President



                         PRINCOR FAMILY OF MUTUAL FUNDS
                        MULTIPLE CLASS DISTRIBUTION PLAN

Princor Financial Services Corporation ("The  Distributor"),  Princor Management
Corporation  ("Adviser") and each of the funds listed on Exhibit 1 (the "Fund or
Funds") seek to allow each of the Funds to issue  multiple  separate  classes of
shares under this Multiple Class Distribution Plan (the "Plan") in reliance upon
Rule 18f-3 of the Investment Company Act of 1940.

This Plan enables each Fund to offer certain  investors the option of purchasing
shares subject to: (i) a conventional  front-end sales charge ("Class A shares")
or (ii) a contingent  deferred  sales charge  ("Class B shares").  The Plan also
permits each Fund,  except Princor  Tax-Exempt  Bond Fund,  Inc. and Princor Tax
Exempt Cash Management  Fund,  Inc., to offer  distributees of retirement  plans
administered by Principal  Mutual Life Insurance  Company a class of shares that
is not subject to either a front-end or contingent deferred sales charge ("Class
R  shares").  Each  Class  represents  an  interest  in the  same  portfolio  of
investments of a Fund.

SALES CHARGES

Class A shares

         Class A shares of the Money  Market Funds are sold to the public at net
asset  value;  no sales charge  applies to purchases of the Money Market  Funds.
Class A shares of the  Growth-Oriented  and  Income-Oriented  Funds,  except the
Short-Term Bond Fund, are sold to the public at the net asset value plus a sales
charge  which  ranges  from a high  4.75% to a low of 0% of the  offering  price
(equivalent to a range of 4.99% to 0% of the net amount  invested)  according to
the schedule  below.  Class A shares of the Short-Term Bond Fund are sold to the
public at the net asset value plus a sales  charge  which  ranges from a high of
1.50% to a low of 0% of the offering price  according to the schedule  below. An
investor who purchases $1 million or more of Class A shares does not pay a sales
charge at the time of purchase.  However,  a redemption of such shares occurring
within 18 months  from the date of  purchase  will be  subject  to a  contingent
deferred sales charge ("CDSC") at the rate of .75% (.25% for the Short-Term Bond
Fund) of the lesser of the value of the shares redeemed (exclusive of reinvested
dividend  and  capital  gain  distributions)  or the total cost of such  shares.
Shares  subject to the CDSC which are exchanged  into another  Princor Fund will
continue to be subject to the CDSC until the original 18 month  period  expires.
However, no CDSC is payable with respect to the redemptions of Class A shares to
fund a Princor  401(a) or Princor 401(k)  retirement  plan,  except  redemptions
resulting from the  termination of the plan or transfer of plan assets.  Certain
purchases of Class A shares qualify for reduced sales charges.
<TABLE>
<CAPTION>

                                          Sales Charge for
                                          All Funds Except              Sales Charge for              Dealer Allowance as
                                        Short-Term Bond Fund          Short-Term Bond Fund            % of Offering Price
                                        Sales Charge as % of:        Sales Charge as % of:             All Funds
                                         Offering        Amount       Offering        Amount     Except Short-Term   Short-Term
         Amount of Purchase               Price         Invested        Price        Invested       Bond Fund         Bond Fund
<S>                                 <C>                  <C>            <C>           <C>             <C>               <C>
Less than $50,000                   4.75%                4.99%          1.50%         1.52%           4.00%             1.25%
$50,000 but less than $100,000      4.25%                4.44%          1.25%         1.27%           3.75%             1.00%
$100,000 but less than $250,000     3.75%                3.90%          1.00%         1.01%           3.25%              .75%
$250,000 but less than $500,000     2.50%                2.56%          0.75%         0.76%           2.00%              .50%
$500,000 but less than $1,000,000   1.50%                1.52%          0.50%         0.50%           1.25%              .25%
$1,000,000 or more                  No Sales Charge        0%      No Sales Charge      0%             .75%              .25%
</TABLE>

Class B shares

       Class B shares are sold without an initial sales charge,  although a CDSC
will be imposed on shares redeemed  within six years of purchase.  The following
types of shares may be redeemed  without charge at any time: (i) shares acquired
by reinvestment of distributions and (ii) shares otherwise exempt from the CDSC,
as  described  below.  Subject to the  foregoing  exclusions,  the amount of the
charge is determined  as a percentage of the lesser of the current  market value
or the cost of the shares being redeemed.  Therefore,  when a share is redeemed,
any increase in its value above the initial purchase price is not subject to any
CDSC. The amount of the CDSC will depend on the number of years shares have been
owned and the dollar amount being redeemed, according to the following table:
<TABLE>
<CAPTION>

                      Contingent Deferred Sales Charge as a
                  Percentage of Dollar Amount Subject to Charge
        Years Since Purchase                 All Funds Except
            Payments Made                  Short-Term Bond Fund         Short-Term Bond Fund
<S>                                                <C>                          <C>
          2 years or less                          4.0%                         1.25%
  more than 2 years, up to 4 years                 3.0%                         0.75%
  more than 4 years, up to 5 years                 2.0%                         0.50%
  more than 5 years, up to 6 years                 1.0%                         0.25%
         more than 6 years                         None                         None
</TABLE>

       In determining whether a CDSC is payable on any redemption, the Fund will
first  redeem  shares not  subject to any charge,  and then shares held  longest
during the six-year period.

       The CDSC will be waived on  redemptions  of Class B shares in  connection
with the following types of transactions:

       a.    Shares redeemed due to a shareholder's death;

       b.    Shares redeemed due to the shareholder's disability, as defined in
             the Internal Revenue Code of 1986 (the "Code"), as amended;

       c.    Shares redeemed from retirement plans to satisfy minimum
             distribution rules under the Code;

       d.    Shares redeemed to pay surrender charges;

       e.    Shares redeemed to pay retirement plan fees;

       f.    Shares redeemed involuntarily from small balance accounts (values
             of less than $300);

       g.    Shares redeemed  through a systematic  withdrawal plan that permits
             up to 10% of the  value  of a  shareholder's  Class B  shares  of a
             particular  Fund on the last  business day of December of each year
             to  be  withdrawn   automatically  in  equal  monthly  installments
             throughout the year;

       h.    Shares redeemed from a retirement plan to assure the plan complies
             with Sections 401(k), 401(m), 408(k) and 415 of the Code; or

       i.    Shares  redeemed  from  retirement  plans  qualified  under Section
             401(a) of the Code due to the plan participant's death, disability,
             retirement or separation from service after attaining age 55.

Class R shares

       Class R shares  are  purchased  without  an  initial  sales  charge  or a
contingent deferred sales charge.

EXPENSE ALLOCATION

The Fund will pay to the  distributor a distribution  fee pursuant to the Fund's
Rule  12b-1  distribution  plan at an  annual  rate of (i) up to .25%  (.15% for
Princor  Short-Term Bond Fund, Inc.) of the average daily net asset value of the
Class A shares;  (ii) up to 1.00% (.50% for Princor  Short-Term Bond Fund, Inc.)
of the average daily net asset value of the Class B shares; and (iii) up to .75%
of the average daily net asset value of Class R shares. For accounting purposes,
the classes of a Fund are identical except that the net asset value and expenses
each class will reflect the  Distribution  Plan  expenses (if any) and any Class
Expenses,  as defined below,  attributable  to the class.  "Class  Expenses" are
limited to: (i) transfer agency fees, as identified by the Funds'
 transfer  agent  as being  attributable  to a  specific  class;  (ii)  blue sky
registration  fees incurred with respect to a class of shares;  (iii) Commission
registration fees incurred with respect to a class of shares;  (iv) the expenses
of administrative  personnel and services as required to provide services to the
shareholders  of a specific  class  (depending  on the type of service  provided
administrative  expenses are allocated to specific classes based on the relative
percentage  of  shareholder  transactions  and net asset values  compared to the
total of both share classes); (v) litigation or other legal expenses or audit or
other accounting expenses relating solely to one class of shares (vi) Directors'
fees incurred as a result of issues  relating to one class of shares;  and (vii)
printing and postage expenses  related to preparing and  distributing  materials
such as shareholder reports, prospectuses and proxies to current shareholders of
a given class.

Any additional  incremental expenses not specifically  identified above that are
subsequently  identified and determined to be properly allocated to one class of
shares  will  not be so  allocated  unless  and  until  approved  by the  Funds'
directors.  Certain  expenses  may be allocated  differently  if their method of
imposition  changes;  thus,  if a  Class  Expense  of a Fund  can no  longer  be
attributed to a class it will be allocated to the Fund as a whole.

The net asset value of all  outstanding  shares of each class is  determined  by
dividing  the ending  total net  assets  applicable  to a specific  class by the
number of shares outstanding relating to the class. Expenses are attributable to
each class of shares  depending on the nature of the expenditure and are accrued
on a daily basis.  These fall into two categories:  (1) fund level expenses that
are  attributable  to each class that are  allocated  based on net assets at the
beginning  of the day (i.e.,  legal,  audit,  etc.) and (2) certain  class level
expenses  that may have a different  cost for one class  versus the other (i.e.,
12b-1 fees).  Because of the additional expenses that will be borne by the Class
B shares and Class R shares,  the net income  attributable  to and the dividends
payable on Class B shares  and Class R shares  will be lower than the net income
attributable to and the dividends payable on Class A shares.

CONVERSION FEATURES

Class A shares.  Class A shares do not convert into any other class of shares at
any time.

Class B shares.  Class B shares  will  automatically  convert to Class A shares,
based on relative  net asset value on the first  business  day of the 85th month
after the purchase date. Class B shares acquired by exchange from Class B shares
of another  Princor  fund will  convert into Class A shares based on the time of
the  initial  purchase.  At the same  time,  a pro rata  portion  of all  shares
purchased through reinvestment of dividends and distributions would convert into
Class A shares, with that portion determined by the ratio that the shareholder's
Class B shares converting into Class A shares bears to the  shareholder's  total
Class B shares that were not acquired through dividends and  distributions.  The
conversion  of  Class  B  to  Class  A  shares  is  subject  to  the  continuing
availability  of a ruling  from the  Internal  Revenue  Service or an opinion of
counsel that such conversions will not constitute taxable events for Federal tax
purposes.  There  can be no  assurance  that  such  ruling  or  opinion  will be
available, and the conversion of Class B shares to Class A shares will not occur
if such ruling or opinion is not available.  In such event, Class B shares would
continue to be subject to higher  expenses than Class A shares for an indefinite
period.

Class R shares.  Class R shares  will  automatically  convert to Class A shares,
based on relative net asset value,  on the first  business day of the 49th month
after the purchase date. Class R shares acquired by exchange from Class R shares
of another  Princor  fund will  convert into Class A shares based on the time of
the  initial  purchase.  At the same  time,  a pro rata  portion  of all  shares
purchased through reinvestment of dividends and distributions would convert into
Class A shares, with that portion determined by the ratio that the shareholder's
Class R shares converting into Class A shares bears to the  shareholder's  total
Class R shares that were not acquired through dividends and  distributions.  The
conversion  of Class R shares to Class A shares  is  subject  to the  continuing
availability  of a ruling  from the  Internal  Revenue  Service or an opinion of
counsel that such conversions will not constitute taxable events for Federal tax
purposes.  There  can  be no  assurance  that  such  ruling  or  opinion  is not
available.  In such event, Class R shares would continue to be subject to higher
expenses than Class A shares for an indefinite period.

EXCHANGE FEATURES

Class A shares.  Class A shares of any Fund  (except the Money  Market Funds and
the Short Term Bond Fund) may be  exchanged  at the net asset  value for Class A
shares of any other Princor Fund at any time.

Class A shares of the  Short-Term  Bond Fund may be exchanged at net asset value
for Class A shares of any Fund at any time three  months  after the  purchase of
such shares.

The CDSC that might  apply to certain  Class A shares upon  redemption  will not
apply if these shares are  exchanged for shares of another  Fund.  However,  for
purposes of computing the CDSC on the shares acquired through this exchange, the
length of time the  acquired  shares  have been owned by a  shareholder  will be
measured from the date the exchanged  shares were  purchased.  The amount of the
CDSC will be  determined  by reference to the CDSC table to which the  exchanged
shares were subject.

Class A shares of  Princor  Cash  Management  Fund or  Princor  Tax-Exempt  Cash
Management Fund acquired by direct purchase may not be exchanged for other Class
A shares. However, Class A shares of these two Funds acquired by exchange of any
other Princor Fund shares,  or by  conversion of Class B or Class R shares,  and
additional  shares which have been purchased by reinvesting  dividends earned on
such shares,  may be exchanged for other Class A shares  without a sales charge.
In  addition,  Class A shares  of the  Money  Market  Funds  acquired  by direct
purchase or  reinvestment of dividends on such shares may be exchanged for Class
B shares of any Growth-Oriented or Income-Oriented Fund.

Class B shares. Class B shares for all Funds may be exchanged at net asset value
at any time for Class B shares of any Fund.

The CDSC that might  apply to Class B shares upon  redemption  will not apply if
these shares are exchanged for shares of another Fund. However,  for purposes of
computing the CDSC on the shares acquired  through this exchange,  the length of
time the acquired shares have been owned by a shareholder  will be measured from
the date the  exchanged  shares were  purchased.  The amount of the CDSC will be
determined  by  reference to the CDSC table to which the  exchanged  shares were
subject.

Class R shares. Class R shares for all Funds may be exchanged at net asset value
at any time for Class R shares of any Fund. For purposes of computing the length
of time Class R shares  acquired by the exchange are held prior to conversion to
Class A shares,  the  length of time the  acquired  shares  have been owned by a
shareholder will be measured from the date the exchanged shares were purchased.
<PAGE>
                                                     Exhibit 1


Princor Balanced Fund, Inc.
Princor Blue Chip Fund, Inc.
Princor Bond Fund, Inc.
Princor Capital Accumulation Fund, Inc.
Princor Cash Management Fund, Inc.
Princor Emerging Growth Fund, Inc.
Princor Government Securities Income Fund, Inc.
Princor Growth Fund, Inc.
Princor High Yield Fund, Inc.
Princor Short-Term Bond Fund, Inc.
Princor Tax-Exempt Bond Fund, Inc.
Princor Tax-Exempt Cash Management Fund, Inc.
Princor Utilities Fund, Inc.
Princor World Fund, Inc.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission