PRINCOR LIMITED TERM BOND FUND INC
485APOS, 1996-10-17
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                                                      Registration No. 33-65031

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    --------

   
                        POST-EFFECTIVE AMENDMENT NO. 2 TO
    

                                    FORM N-1A

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                       and

                             REGISTRATION STATEMENT

                                      under

                       THE INVESTMENT COMPANY ACT OF 1940
                                    --------


                      PRINCOR LIMITED TERM BOND FUND, INC.


                          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)
                                   ----------


   
It is proposed that this filing will become effective (check appropriate box) 
              immediately upon filing pursuant to paragraph (b)of Rule 485 
              on (date) pursuant to paragraph (b) of Rule 485
        X     60 days after filing  pursuant to paragraph  (a)(1) of Rule 485 
              on (date) pursuant to paragraph (a)(1) of Rule 485 
              75 days after filing pursuant to paragraph (a)(2) of Rule 485 
              on (date) pursuant to paragraph (a)(2) of Rule 485
    


If appropriate, check the following box:
              This post-effective  amendment designates a new effective date for
              a previously filed post-effective amendment.
                                   ----------

   
     Pursuant to the provisions of Rule 24f-2 under the  Investment  Company Act
of 1940,  Registrant  has  registered an  indefinite  number of shares under the
Securities Act of 1933;  Registrant  intends to file a Rule 24f-2 Notice for the
fiscal year ended October 31, 1996 on or before December 12, 1996.
    

<PAGE>
 
    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  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.
    

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 December ____, 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  Limited  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.
       

                               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  December  _____,  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 and Restrictions........................  22
    Growth-Oriented Funds...............................................  22
    Income-Oriented Funds...............................................  26
    Money Market Funds..................................................  32
    Certain Investment Policies and Restrictions........................  34
Risk Factors............................................................  35
How the Funds are Managed...............................................  36
How to Purchase Shares..................................................  38
Offering Price of Funds' Shares ........................................  40
Distribution and Shareholder Servicing Plans and Fees...................  42
Determination of Net Asset Value of Funds' Shares.......................  42
Distribution of Income Dividends and Realized Capital Gains ............  43
Tax Treatment of the Funds, Dividends and Distributions ................  44
How to Exchange Shares..................................................  45
How to Sell Shares......................................................  46
Periodic Withdrawal Plan................................................  48
Performance Calculation.................................................  48
General Information About a Fund Account................................  49
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,  1996,  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, 1996. 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
      Fund                                                  on Purchases                                  Deferred Sales  
                                                 (as a percentage of offeriing price)                        Charge

All Funds Except the Limited Term Bond Fund
   and Money  Market Funds                                        4.75%                                       None**
Limited 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
     Limited 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
    charge of .75% (.25% for Limited Term Bond Fund) on  redemptions  that occur within 18 months of purchase. See "Offering Price
    of Funds' Shares."
*** After waiver.
</FN>
       
</TABLE>
<TABLE>
<CAPTION>
                                                    CLASS B SHARES

                      TABLE B                                     Shareholder Transaction Expenses*

                                                                                               Contingent Deferred Sales Charge
         Fund                                        Maximum Sales Load                          (as a percentage of the lower of
                                                    Imposed on Purchases                           the original purchase price      
                                             (as a percentage of offering price)                    or redemption proceeds)


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

     Limited 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
     Limited 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.
</FN>
       
</TABLE>

<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
     Limited 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
     Limited 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,  Limited Term Bond,  Utilities and Tax-Exempt Cash Management  Funds
throughout the fiscal year ended October 31, 1996. Without these waivers,  total
operating  expenses  actually  incurred  by the Funds for the fiscal  year ended
October 31, 1996 for the Class A shares would have  amounted to __.____% for the
Bond Fund, .____% for the Cash Management Fund, .____% for the Limited Term Bond
Fund,  .____% for the Utilities Fund and .____% for Tax-Exempt  Cash  Management
Fund, and for the Class B shares,  __.____% for the Bond Fund, __.____% for Cash
Management Fund, .____ for the Limited Term Bond Fund,  .____% for the Utilities
Fund and __.____% 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, 1998 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,  .90% for the  Limited
Term Bond  Fund,  1.15%  for the  Utilities  Fund and .75% for the Money  Market
Funds,  and for the  Class B  shares,  1.70% for the Bond Fund and 1.50% for the
Money Market Funds.  The foregoing  examples  assume the  continuation  of these
waivers throughout the periods shown. See "How the Funds are Managed."
    

       

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.

<TABLE>
<CAPTION>
Investment Objectives of the Funds

                              Growth-Oriented Funds
          Fund                                                                  Investment Objectives

<S>                                                       <C>    
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 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 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.
    

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 Limited 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 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.
</TABLE>
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 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 $100.  Lower minimum
initial and subsequent  purchase  amounts are available to shareholders who make
regular  periodic  investments  under an Automatic  Investment 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
Limited  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 Limited  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  Limited  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 Limited  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
Limited 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 Limited 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, 1996,  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.
    

<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>      
       1996                             $13.74     $.00      $0.00        $0.00      $(.00)        $(.00)       $(.00)     $00.00   
       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
     Year Ended October 31, 1996         13.71      .00       0.00         0.00       (.00)           -          (.00)      00.00   
     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,
       1996                              15.03      .00       0.00         0.00       (.00)         (.00)        (.00)      00.00   
       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
     Year Ended October 31, 1996         14.99      .00       0.00         0.00       (.00)           -          (.00)      00.00   
     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,
       1996                              23.69      .00       0.00         0.00       (.00)         (.00)        (.00)      00.00   
       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   
   2.87%(e)
     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   
 
     Class B
     Year Ended October 31, 1996         23.61      .00       0.00         0.00       (.00)         -            (.00)      00.00   
     Period Ended October 31, 1995 (f)   19.12      .33       4.46         4.79       (.30)          -           (.30)      23.61 
</TABLE>
      
<PAGE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS



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


                                                                                    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>  
          1996                                  00.00%   $   00,000      0.00%        0.00%          00.0%
          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                                                                                 
        Year Ended October 31, 1996             00.00%        0,000      0.00%        0.00%          00.0%
        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,                                                                  
          1996                                  00.00%       00,000      0.00%        0.00%          00.0%
          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                                                                                 
        Year Ended October 31, 1996             00.00%        0,000      0.00%        0.00%          00.0%
        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,                                                                  
          1996                                  00.00%       00,000       .00%        0.00%          00.0%
          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)     19.7%(e)        2.87%(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%
                                                                                                
        Class B                                                                                
        Year Ended October 31, 1996             00.00%        0,000      0.00%        0.00%          00.0% 
        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
 
              Fund

     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>      
       1996                             $31.45    $.00       $0.00        $0.00      $(.00)     $(.00)       $(.00)        $00.00   
       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
     Year Ended October 31, 1996         31.31     -          0.00         0.00       (.00)        -           (.00)        00.00   
     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,
       1996                              37.22      .00       0.00         0.00       (.00)         (.00)        (.00)      00.00   
       1995                              31.14      .35       6.67         7.02       (.31)         (.63)        (.94)      37.22   
   199430.41                               .26     2.56       2.82         (.28)     (1.81)        (2.09)       31.14        9.82%  
       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)  
   1.25%(d)
     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   
 
     Class B
     Year Ended October 31, 1996         37.10      .00       0.00         0.00       (.00)          -            (.00)     00.00   
     Period Ended October 31, 1995 (e)   28.33      .21       8.76         8.97       (.20)          -            (.20)     37.10   
</TABLE>
    
<PAGE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS


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

   
                                                                                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>  
       1996                                 00.00%     $000,000      0.00%         .00%           00.0%
       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                                                                                
     Year Ended October 31, 1996            00.00%        0,000      0.00%        (.00)%          00.0%
     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,                                                                 
       1996                                 00.00%      000,000      0.00%        0.00%           00.0%
       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      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%
                                                                                            
     Class B                                                                                
     Year Ended October 31, 1996            00.00%        0,000      0.00%         .00%           00.0%
     Period Ended October 31, 1995 (e)      31.48%(c)     8,279      1.80%(d)      .31%(d)        12.2%(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:
 
               Fund
     
     Princor Emerging Growth Fund, Inc.                  (0.77)
     Princor Growth Fund, Inc.                           (0.86)
 
(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 Utilities Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                               <C>        <C>       <C>          <C>        <C>           <C>          <C>        <C>     
       1996                              10.94      .00 (b)   0.00         0.00       (.00)           -          (.00)      00.00   
       1995                               9.25      .48 (b)   1.70         2.18       (.49)           -          (.49)      10.94   
       1994                              11.45      .46 (b)  (2.19)       (1.73)      (.45)         (.02)        (.47)       9.25   
     Period Ended October 31, 1993 (d)   10.18      .35 (b)   1.27         1.62       (.35)           -          (.35)      11.45   
     Class B
     Year Ended October 31, 1996         10.93      .00 (b)   0.00         0.00       (.00)           -          (.00)      00.00   
     Period Ended October 31, 1995 (f)    9.20      .40 (b)   1.77         2.17       (.44)           -          (.44)      10.93   


   Princor World Fund, Inc.
     Class A
     Year Ended October 31,
       1996                               7.28      .00       (.00)         .00       (.00)         (.00)        (.00)       0.00   
       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   
 
     Class B
     Year Ended October 31, 1996          7.24      .00        .00          .00       (.00)          -           (.00)       0.00   
     Period Ended October 31, 1995 (f)    6.71      .05        .51          .56       (.03)           -          (.03)       7.24  
</TABLE>
    
<PAGE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS


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

                                                                                 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 Utilities Fund, Inc.                                                            
      Class A                                                                               
      Year Ended October 31,                                                                
<S>     <C>                                 <C>          <C>         <C>          <C>             <C>  
        1996                                00.00%       00,000      0.00% (b)    0.00%           00.0%
        1995                                24.36%       65,873      1.04% (b)    4.95%           13.0%
        1994                               (15.20)%      56,747      1.00% (b)    4.89%           13.8%
      Period Ended October 31, 1993 (d)     15.92%(c)    50,372      1.00% (e)(b) 4.48% (e)        4.3%(e)
      Class B                                                                               
      Year Ended October 31, 1996           00.00%(c)     0,000      0.00%        0.00%           00.0%
      Period Ended October 31, 1995 (f)     24.18%(c)     3,952      1.72%(b)(e)  3.84% (e)       13.0%(e)
                                                                                            
    Princor World Fund, Inc.                                                                
      Class A                                                                               
      Year Ended October 31,                                                                
        1996                                 0.00%      000,000      0.00%        0.00%           00.0%
        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%(e)     1.82%(e)        32.4%(e)
    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%
                                                                                            
      Class B                                                                               
      Year Ended October 31, 1996            0.00%(c)     0,000      0.00%         .00%           00.0%
      Period Ended October 31, 1995 (f)      9.77%(c)     3,908      2.19%(e)      .58%(e)        35.4%(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)  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 Investment  to Average Net     Amount
        Fund                  Year       Income          Assets          Waived
Princor Utilities Fund, Inc.
   Class A                    1996       .00              0.00%         000,000 
                              1995       .46              1.30%         151,145 
                              1994       .41              1.50%         284,836 
                              1993(j)    .32              1.54%(e)      139,439 
                                                                                
   Class B                    1996(f)    .00              0.00%(e)        0,000 
                              1995(f)    .40              1.81%(e)        1,338 
                                                                               

(c)  Total Return amounts have not been annualized.

(d)  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.

(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 Growth  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  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           Per Share
                                      Net Investment         Unrealized
                                          Income              (Loss)
     Princor Utilities Fund, Inc.         .01                 (0.01)
     Princor World Fund, Inc.             .__                 (0.07)

(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>     
       1996                             $11.42     $.00(b)     $0.00      $0.00      $(.00)        $(.00)       $(.00)      $00.00  
       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
     Year Ended October 31, 1996         11.41      .00(b)      0.00       0.00       (.00)           -          (.00)       00.00  
     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,
       1996                              1.000     .000(b)       _         .000      (.000)          -          (.000)      0.000   
       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   
   7.86%(e)
     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   
 
     Class B
     Year Ended October 31, 1996          1.000     .000(b)    -           .000      (.000)          -          (.000)      0.000   
     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,
       1996                              11.31      .00       0.00         0.00       (.00)          -           (.00)      00.00   
       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   
   8.18%(e)
     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 
 
     Class B
     Year Ended October 31, 1996         11.29      .00       0.00         0.00       (.00)          -           (.00)      00.00 
     Period Ended October 31, 1995(f)    10.20      .56       1.07         1.63       (.54)          -           (.54)      11.29 
</TABLE>
    
<PAGE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

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

                                                                                           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> 
       1996                                           00.00%     $000,000       .00%(b)     0.00%         0.0%
       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                                                                                         
     Year Ended October 31, 1996                      00.00%        0,000      0.00%        0.00%         0.0%
     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,                                                                          
       1996                                          0.00%        000,000       .00%(b)    0.00%           N/A
       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
   7.86%(e)                                                                                          
     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
                                                                                                     
     Class B                                                                                         
     Year Ended October 31, 1996                     0.00%          000        0.00%       0.00%           N/A
     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,                                                                          
       1996                                          00.00%      000,000        .00%       0.00%         00.0%
       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)                   5.2%(e)
   8.18%(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%
                                                                                                     
     Class B                                                                                         
     Year Ended October 31, 1996                     00.00%        0,000       0.00%       0.00%         00.0%
     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 Investment  to Average Net         Amount
     Fund                 Year         Income         Assets              Waived
                                                                                
Princor Bond Fund, Inc.                                                         
   Class A                1996          $.00          0.00%              $00,000
                          1995           .77          1.02%               86,108
                          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                1996          $.00          0.00%              $00,000
                          1995(f)        .62          1.62%(e)               300
                                                                                
Princor Cash Management                                                         
  Fund, Inc.                                                                    
   Class A                1996           .000          .00%              000,000
                          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                1996           .000         0.00% (e)              000
                          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 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>          <C>     
       1996                             $ 8.06    $ .00      $ .00       $  .00     $ (.00)         $ -        $ (.00)      $0.00   
       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
     Year Ended October 31, 1996          8.05      .00        .00          .00       (.00)           -          (.00)       0.00   
     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,
       1996                              11.98      .00       0.00         0.00       (.00)          -           (.00)      00.00   
       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   
       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   
       Class B
     Year Ended October 31, 1996         11.96      .00       0.00         0.00       (.00)           -          (.00)      00.00   
     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,
       1996                               1.000     .000 (c)    -           .000      (.000)          -          (.000)      0.000  
       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 (h)    1.000     .005 (c)    -           .005      (.005)          -          (.005)      1.000  
     Class B
     Year Ended October 31, 1996          1.000     .000 (c)    -           .000      (.000)          -          (.000)      0.000  
     Period Ended October 31, 1995 (f)    1.000     .021 (c)    -           .021      (.021)          -          (.021)      1.000  


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

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



                                       
                                                                                   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>            
       1996                                   00.00%     $ 00,000      0.00%        0.00%          00.0%          
       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%          
     Class B                                                                                                      
     Year Ended October 31, 1996              00.00%          000      0.00%        0.00%          00.0%          
     Period Ended October 31, 1995  (f)       12.20%(d)       633      2.10%(e)     7.78%(e)       40.3%(e)       
                                                                                                                  
   Princor Tax-Exempt Bond Fund, Inc.                                                                             
     Class A                                                                                                      
     Year Ended October 31,                                                                                       
       1996                                   00.00%      000,000       .00%        0.00%          00.0%          
       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)      
       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%          
       Class B                                                                                                    
     Year Ended October 31, 1996              00.00%        0,000      0.00%        0.00%          00.0%          
     Period Ended October 31, 1995 (f)        17.97%(d)     3,486      1.51%(e)     4.78%(e)       17.6% (e)      
                                                                                                                  
   Princor Tax-Exempt Cash                                                                                        
   Management Fund, Inc.                                                                                          
     Class A                                                                                                      
     Year Ended October 31,                                                                                       
       1996                                    0.00%       00,000       .00%        0.00%            N/A          
       1995                                    3.24%       99,887       .69% (c)    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 (h)          .47% (d)    6,000       .26% (e)(c) 5.24%(e)         N/A          
     Class B                                                                                                      
     Year Ended October 31, 1996               0.00%           00      0.00%        0.00%            N/A          
     Period Ended October 31, 1995 (f)         2.19% (d)       27      1.42%(c)(e)  2.40%(e)         N/A          
<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              1996       .000            .00%            000,000
                        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              1996       .000           0.00%              0,000
                        1995 (f)   .018           1.89% (e)             99
 
(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)
 
(g)  Effective July 1, 1989,  the fund changed its fiscal  year-end from June 30
     to October 3l.

(h)  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.
    
</FN>
</TABLE>
<PAGE>
 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 capita
securities (Balanced Fund), 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) 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 (Utilities 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 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 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.
     
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.  These Funds are Princor Bond
Fund,  Princor  Government  Securities  Income  Fund,  Princor  High Yield Fund,
Princor Limited Term Bond Fund and Princor  Tax-Exempt  Bond 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,  1996,  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                                          _______%
         A                                          _______%
        Baa                                         _______%
        Ba                                          _______%
         B                                          _______%

The above percentage for A rated securities include .____% 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, 1996,  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                                         _______%
        Ba                                          _______%
         B                                          _______%
         C                                          _______%

The above percentages for Ba and B rated securities  include unrated  securities
in the amount of .____% and .____%, 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  Limited Term Bond Fund 
The  objective  of  Princor  Limited  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 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,  1996,  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
       AA
        A
       Baa
       Ba

The  above  percentages  for AA,  A and Baa  rated  securities  include  unrated
securities  in the amount of ____%,  ____% and ____%,  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.
       

     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,  Limited 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, Limited 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, Limited 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
November 30, 1996,  the Manager  served as investment  advisor for 26 such funds
with assets totaling approximately $____ 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,  Limited  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 November 30, 1996 were  approximately
$___ 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 - Investment
                           (Fund's inception)       Securities, Principal Mutual Life Insurance Company since 1990; Prior thereto,
                                                    Assistant Director Investment Securities.

Limited 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, 1996 were equal to the following  percentages  of each
Fund's respective average net assets:
    
<TABLE>
<CAPTION>

   
                                                     Class A Shares                        Class B Shares
                                                                    Total             Total
                                                Manager's        Annualized          Manager's         Annualized          
         Fund                                     Fee             Expenses             Fee              Expenses  
           
<S>                                             <C>                <C>                <C>               <C>  
         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%
         Limited Term Bond                      .50%                .__%              .__%               ____%
         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.
</TABLE>
 
   
The  Manager  voluntarily  waived  a  portion  of its  fee for  the  Bond,  Cash
Management,  Limited Term Bond,  Utilities and Tax-Exempt Cash Management  Funds
throughout  the fiscal year ended  October  31,  1996.  The  Manager  intends to
continue its voluntary waiver and, if necessary,  pay expenses  normally payable
by each of these  Funds,  through  February  28,  1998 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,  .90% for the
Limited  Term Bond  Fund,  1.15% for the  Utilities  Fund and .75% for the Money
Market Funds, and for the Class B shares, 1.70% for the Bond Fund, 1.25% for the
Limited  Term Bond Fund,  1.95% for the  Utilities  Fund and 1.50% for the Money
Market  Funds.  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 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, 1994, 1995 and 1996, PFS
received fees in the amount of $539,662, $991,520 and $________ respectively, in
consideration  of the services it rendered to the Cash Management  Fund.  During
the fiscal years ending  October 31, 1994,  1995,  and 1996 PFS received fees in
the amount of $167,309,  $191,789, and $________ 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.  To make subsequent  purchases by wire, 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  Management
Corporation,  Account No. 3000499968; for further credit to: investor's name and
account number. 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 Funds
with a minimum  initial  investment of $1,000.  IRAs may be  established  with a
minimum initial investment of $250.  Additional  investments of $100 or more 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 or to accounts used as part of an asset allocation  service provided by
Princor Financial Services Corporation.  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.

Automatic  Investment  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 Limited  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  Limited  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 Limited  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 Limited 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 Limited Term Bond Fund       Limited 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    Limited Term
                                     Price       Invested           Price _   Invested      Limited Term 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%       1.101%           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              0.75%             0.25%
</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 Limited 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 and employees of such persons);  (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;  (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; (10)
Unit  Investment  Trusts  sponsored by Principal  Mutual Life Insurance  Company
and/or its directly or  indirectly  owned  subsidiaries;  (11) certain  employee
welfare  benefit plan customers of Principal  Mutual Life Insurance  Company for
whom Plan Deposit  Accounts are  established.
   
Each of the Funds,  except Princor  Tax-Exempt Bond Fund and Princor  Tax-Exempt
Cash  Management  Fund, has obtained an exemptive  order from 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. In addition, shares of each of these funds are available
at net asset value to the extent the  investment  represents the proceeds from a
total surrender of certain  unregistered  annuity  contracts issued by Principal
Mutual Life  Insurance  Company and for which  Principal  Mutual Life  Insurance
Company  waives  any  applicable  contingent  deferred  sales  charges  or other
contract surrender charges.
    

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:
<TABLE>
<CAPTION>
 
                                                                        Contingent Deferred Sales Charge
                                                                               as a Percentage of
                                                                         Dollar Amount Subject to Charge
            Years Since Purchase                                 For all Funds Except             For Limited Term
                Payments Made  _                                Limited Term Bond Fund                  Bond Fund  _
<S>  <C>                                                                 <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  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."

Non-cash  compensation.   Princor  may,  at  its  expense,   provide  additional
promotional  incentives  or payments to dealers  that sell shares of the Princor
Funds.  In some instances,  these  incentives or payments may be offered only to
certain dealers who have sold or may sell significant amounts of shares. Princor
has established a non-cash  compensation program for registered  representatives
of Principal  Financial  Securities,  Inc. ("PFS") based upon sales of shares of
the  Princor  funds  during  the  year  ending  December  31,  1996.  Registered
representatives  of PFS will receive a choice of promotional  items,  or will be
invited to attend a professional development seminar, receive a subscription for
a financial newspaper and an allowance to be used to promote the Princor Funds.

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 Limited 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 Limited  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 Limited  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 Limited 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 Limited 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 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 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.

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.
 
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
Limited 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 Limited 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 Class A 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 shareholderis 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,  1996,  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
     Capital Accumulation Fund      _________               ______%
     High Yield Fund                _________               ______%
     Limited Term Bond Fund         _________               ______%
    

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; Limited 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  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.
    

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 December __,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  Limited  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.
       

                                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 December __, 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.
    

                                TABLE OF CONTENTS

                                                                           Page

   
     Overview..............................................................  4
     Financial Highlights..................................................  9
     Investment Objectives, Policies and Restrictions...................... 18
         Growth-Oriented Funds............................................. 18
         Income-Oriented Funds............................................. 22
         Money Market Fund................................................. 27
         Certain Investment Policies and Restrictions...................... 28
     Risk Factors.......................................................... 30
     How the Funds are Managed............................................. 30
     How to Purchase Shares................................................ 32
     Offering Price of Funds' Shares ...................................... 33
     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............................................... 40
     General Information About a Fund Account.............................. 40
     Shareholder Rights.................................................... 41
     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 the  following:  (1) 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") to fund individual  retirement accounts
and to  shareholders  of Class R shares for any purpose;  and (2)  mortgagors of
mortgages serviced by Principal Mutual Life Insurance Company,  its subsidiaries
or affiliates.
    

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,  1996,  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,  1996,
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   
     Limited Term Bond Fund                       .50                .75             .15                   1.40***
     Utilities Fund                               .60                .75             .44                   1.79   
     World Fund                                   .74                .75             .64                   2.13   
                                                                     
     *   A wire charge of up to $6.00 will be deducted for all wire transfers.
     **  After waiver.
     *** Estimated expense after waiver.
     ****Estimated expenses
</TABLE>
<TABLE>
<CAPTION>

                                 CLASS A SHARES
TABLE B                                                          Shareholder Transaction Expenses*

All funds Except the Limited Term Bond Fund         Maximum Sales Load Imposed                          Contingent 
 and Cash Management Fund                                 on purchases                                   Deferred
Limited Term Bond Fund                          (as a percentage of offering price)                    Sales Charge
Cash Mangement Fund               
                                                             4.75%                                        None**
                                                             1.50%                                        None**
                                                              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
     Limited Term Bond Fund                            .50                .15             .15                    .80****
     Utilities Fund                                    .60                .25             .45                   1.30
     World Fund                                        .74                .25             .64                   1.63

     *   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 Limited 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.
</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
     Limited 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  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management,  Limited Term Bond and Utilities  Funds  throughout  the fiscal year
ended  October 31, 1996.  Without  these  waivers,  total  annualized  operating
expenses as a percentage  of average net assets  actually  incurred by the Funds
for the fiscal year ended  October  31,  1996 for the Class A shares  would have
amounted to ____% for the Bond Fund,  ____% for the Cash Management  Fund, ____%
for the Limited Term Bond Fund and ____% for the Utilities Fund, and for Class R
shares,  ____% for the Bond Fund,  ____% for the Cash Management Fund, ____% for
the Limited Term Bond Fund and ____% for the Utilities Fund. The Manager intends
to continue  its  voluntary  waiver and, if  necessary,  pay  expenses  normally
payable by each of these Funds through  February 28, 1998 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,  .75% for the Cash
Management Fund, .90% for the Limited Term Bond Fund and 1.15% for the Utilities
Fund,  and for the Class R shares,  1.45% for the Bond Fund,  1.25% for the Cash
Management  Fund,  1.40%  for the  Limited  Term  Bond  Fund and  1.65%  for the
Utilities Fund. The foregoing  examples assume the continuation of these waivers
throughout the periods shown.
    
       
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  during  retirement.   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 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.

    
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 Limited 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.              
       

                                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  an Account  Application  or a
Princor  IRA or  SEP-IRA  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 $1,000 ($250 for an IRA). The minimum subsequent investment is $100.
See "How to Purchase 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
February 29, 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, 1996,  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.
    

<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.
       Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>          <C>        <C>           <C>          <C>        <C>      
   
       1996                             $13.74     $.__      $_.__        $_.__      $(.__)        $(.__)       $(.__)     $__.__   
       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   
        Class R
     Period Ended October 31, 1996(e)    __.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   

   Princor Blue Chip Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              15.03      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
       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(f)    10.02      .10        .57          .67       (.08)           -          (.08)      10.61   
        Class R
     Period Ended October 31, 1996(e)    __.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
  
   Princor Capital Accumulation
   Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              23.69      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
       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 (g)                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   
       Class R
     Period Ended October 31, 1996(e)    __.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
  
   Princor Emerging Growth Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              31.45      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
       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 R
     Period Ended October 31, 1996(e)    __.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
</TABLE>
    

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


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


                                                            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>        
   
       1996                                 __.__%     $ __,___      _.__%        _.__%       __._%      
       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)  
        Class R                                                                                          
     Period Ended October 31, 1996(e)       __.__%       __,___      _.__%        _.__%       __._%      
                                                                                                         
   Princor Blue Chip Fund, Inc.                                                                          
     Class A                                                                                             
     Year Ended October 31,                                                                              
       1996                                 __.__%       __,___      _.__%        _.__%       __._%      
       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(f)        6.37% (c)   12,670      1.71% (d)    1.67%(d)     0.4% (d)  
        Class R                                                                                          
     Period Ended October 31, 1996(e)       __.__%       __,___      _.__%        _.__%       __._%      
                                                                                                         
   Princor Capital Accumulation                                                                          
   Fund, Inc.                                                                                            
     Class A                                                                                             
     Year Ended October 31,                                                                              
       1996                                __.__%       __,___       _.__%        _.__%       __._%      
       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 (g)                     .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%      
       Class R                                                                                           
     Period Ended October 31, 1996(e)      __.__%        __,___      _.__%        _.__%        __._%     
                                                                                                         
   Princor Emerging Growth Fund, Inc.                                                                    
     Class A                                                                                             
     Year Ended October 31,                                                                              
       1996                                __.__%   $   __,___       _.__%        _.__%       __._%      
       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 R                                                                                          
     Period Ended October 31, 1996(e)      __.__%        __,___      _.__%        _.__%       __._%      

<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.  Certain of the Growth Funds  recognized  net  investment
     income as follows,  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 Growth Funds  incurred net
     realized and unrealized  gains/losses  on  investments  during this initial
     interim period as follows.  This represented  activities of each fund prior
     to the initial public offering of fund shares.

                                                          Per Share
                                         Per Share       Realized and
                                      Net Investment      Unrealized       
          Fund                            Income          Gain/(Loss)
     Princor Balanced Fund, Inc.           $.08             $(.12)
     Princor Emerging Growth Fund, Inc.     .04               .46

(c)  Total Return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e)  R share footnote.

(f)  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.

(g)  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 Growth Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>          <C>        <C>           <C>          <C>        <C>      
   
       1996                             $37.22     $.__      $_.__        $_.__      $(.__)        $(.__)       $(.__)     $__.__   
       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 (b)                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   
       Class R
     Period Ended October 31, 1996(e)    __.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              10.94      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
       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 (g)   10.18      .35 (c)   1.27         1.62       (.35)           -          (.35)      11.45   
       Class R
     Period Ended October 31, 1996(e)    __.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
   
   Princor World Fund, Inc.
     Class A
     Year Ended October 31,
       1996                               7.28      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
       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 (h)4.58      .07        .07          .14       (.06)           -          (.06)       4.66   
     Year Ended December 31,
       1988 (i)                           3.88      .12        .67          .79       (.09)           -          (.09)       4.58   
       1987 (i)                           8.55      .12       (.96)        (.84)      (.08)        (3.75)       (3.83)       3.88   
       1986 (i)                           7.32      .45       2.17         2.62       (.44)         (.95)       (1.39)       8.55   
       Class R
     Period Ended October 31, 1996(e)    __.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
    
</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 Growth Fund, Inc.                                                                                
     Class A                                                                                                
     Year Ended October 31,                                                                                 
<S>    <C>                                  <C>         <C>           <C>          <C>        <C>           
   
       1996                                  __.__%     $ __,___      _.__%        _.__%       __._%        
       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 (b)                     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%        
       Class R                                                                                              
     Period Ended October 31, 1996(e)        __.__%       __,___      _.__%        _.__%       __._%        
                                                                                                            
   Princor Utilities Fund, Inc.                                                                             
     Class A                                                                                                
     Year Ended October 31,                                                                                 
       1996                                 __.__%           __,___  _.__%        _.__%        __._%        
       1995                                  24.36%       65,873      1.04% (f)    4.95%       13.0%        
       1994                                 (15.20)%      56,747      1.00% (f)    4.89%       13.8%        
     Period Ended October 31, 1993 (g)       15.92% (c)   50,372      1.00% (f)(d) 4.48% (d)    4.3% (d)    
       Class R                                                                                              
     Period Ended October 31, 1996(e)        __.__%       __,___      _.__%        _.__%       __._%        
                                                                                                            
   Princor World Fund, Inc.                                                                                 
     Class A                                                                                                
     Year Ended October 31,                                                                                 
       1996                                  __.__%      __,___       _.__%        _.__%       __._%        
       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 (h)    2.98% (c)   13,928      1.55% (d)    1.82% (d)   32.4% (d)    
     Year Ended December 31,                                                                                
       1988 (i)                              20.25%       13,262      1.55%        1.43%       56.9%        
       1987 (i)                             (10.13)%       3,943      2.09%         .83%      183.0%        
       1986 (i)                              36.40%        9,846      2.17%         .73%      166.0%        
       Class R                                                                                              
     Period Ended October 31, 1996(e)        __.__%       __,___      _.__%        _.__%       __._%        
<FN>
Notes to financial highlights

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

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

(c)  Total Return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e)  R share footnote.

(f)  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 fund 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 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

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

(i)  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>      
   
       1996                             $11.42     $.__      $_.__        $_.__      $(.__)        $(.__)       $(.__)     $__.__   
       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 R
     Period Ended October 31, 1996(f)    __.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   

   Princor Cash Management Fund, Inc.
     Class A
     Year Ended October 31,
       1996                               1.000     .___      _.__          .___      (.___)        (.__)        (.___)      _.___  
       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  
       Class R
     Period Ended October 31, 1996(f)     _.___     .___      _.__         _.__       (.___)        (.__)        (.___)      __.__  
 
   Princor Government Securities
   Income Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              11.31      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
       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   
       Class R
     Period Ended October 31, 1996(f)    _.___      .___      _.__         _.__       (.__)         (.__)        (.__)      __.__   
    
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

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



                                                                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>        
   
       1996                               __.__%     $ __,___      _.__%        _.__%       __._%      
       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)  
       Class R                                                                                         
     Period Ended October 31, 1996(f)     __.__%       __,___      _.__%        _.__%       __._%      
                                                                                                       
   Princor Cash Management Fund, Inc.                                                                  
     Class A                                                                                           
     Year Ended October 31,                                                                            
       1996                                _.__%      ___,___       .__%        _.__%         N/A      
       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      
       Class R                                                                                         
     Period Ended October 31, 1996(f)     __.__%       __,___      _.__%        _.__%         N/A      
                                                                                                       
   Princor Government Securities                                                                       
   Income Fund, Inc.                                                                                   
     Class A                                                                                           
     Year Ended October 31,                                                                            
       1996                               __.__%       __,___      _.__%        _.__%       __._%      
       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%      
       Class R                                                                                         
     Period Ended October 31, 1996(f)     __.__%       __,___      _.__%        _.__%       __._%      
                                                                                                       

<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             1996       $.__         _.__%        $ __,___
                       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             1996        .___         .__%         ___,___
                       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)  R share footnote.

(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 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>        <C>      
   
       1996                             $ 8.06     $.__      $_.__        $_.__      $(.__)        $(.__)       $(.__)     $__.__   
       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 R
     Period Ended October 31, 1996(f)     _.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
   
   Princor Limited Term Bond Fund, Inc.
     Class A
     Period Ended October 31, 1996(f)     _.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
       Class R
     Period Ended October 31, 1996(f)     _.__      .__       _.__         _.__       (.__)         (.__)        (.__)      __.__   
    




                                                                 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>       
   
       1996                                __.__%      $__,___      _.__%        _.__%       __._%     
       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) 
       Class R                                                                                         
     Period Ended October 31, 1996(f)      __.__%       __,___      _.__%        _.__%       N/A       
                                                                                                       
   Princor Limited Term Bond Fund, Inc.                                                                
     Class A                                                                                           
     Period Ended October 31, 1996(f)      __.__%       __,___      _.__%        _.__%      __._%      
       Class R                                                                                         
     Period Ended October 31, 1996(f)      __.__%       __,___      _.__%        _.__%       N/A       
                                       
<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 Limited Term Bond
  Fund, Inc.
   Class A              1996            .__         _.__%            ___,___
   Class R              1996            .__         _.__%            ___,___

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  R share footnote.
    
</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), 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) 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 (Utilities 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 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 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.
    

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.  These Funds are Princor Bond Fund,  Princor  Government  Securities
Income  Fund,  Princor  High  Yield  Fund and  Princor  Limited  Term Bond 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, 1996, 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                                   .__%
                   A                                  __.__
                   Baa                                __.__
                   Ba                                  _.__
                   B                                   _.__
    

     The  above  percentage  for A rated  securities  include  .__%  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, 1996,  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                               _.__%
                       Ba                               __.__
                       B                                __.__
                       C                                  .__

     The  above  percentages  for  Ba and B  rated  securities  include  unrated
securities  in the  amount  of .__% and  .__%,  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 Limited Term Bond Fund
     The objective of Princor  Limited 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.
       

     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) Asecurity  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,  Limited 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,  Limited 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, Limited 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 November 30, 1996, the Manager served as investment  advisor for
26 such funds with assets totaling approximately $_._ 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,  Limited  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 November 30, 1996 were  approximately
$__._ 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 - Investment
                               (Fund's inception)     Securities, Principal Mutual Life Insurance Company since 1990; Prior thereto,
                                                      Assistant Director Investment Securities.

Limited 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.

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,  1996 were equal to the  following
percentages of each Fund's respective average net assets:

<TABLE>
<CAPTION>
   
                                  Total           Total                                        Total          Total
                               Class R Shares Class A Share                                Class R Shares  Class A Share
                     Manager's  Annualized     Annualized                        Manager's   Annualized     Annualized
       Fund            Fee       Expenses       Expenses            Fund           Fee        Expenses       Expenses

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


<FN>
*After waiver.
</FN>
</TABLE>
   
     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management,  Limited Term Bond and Utilities  Funds  throughout  the fiscal year
ended October 31, 1996.  The Manager  intends to continue its  voluntary  waiver
and, if necessary,  pay expenses normally payable by each of these Funds through
February  28,  1998 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, .75% for the Cash Management  Fund, .90% for the Limited
Term Bond Fund and 1.15%  for the  Utilities  Fund,  and for the Class R shares,
1.45% for the Bond  Fund,  1.25%  for the Cash  Management  Fund,  1.40% for the
Limited  Term  Bond Fund and 1.65% for the  Utilities  Fund.  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 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,
1994, 1995, and 1996, PFS received fees in the amount of $539,662,  $991,520 and
$___,___ 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 Account  Application  or a
Princor IRA Application,  both 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 in a Princor IRA
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.

   
     Minimum  Purchase  Amount.  An investor may open an account with any of the
Funds with a minimum initial investment of $1,000 ($250 for an IRA).  Additional
investments  of $100 or more 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.

     Automatic  Investment  Plan. An eligible  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 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 Limited 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  Limited  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 Limited Term Bond Fund    Limited Term Bond Fund
                                             Sales Charge                  Sales Charge             Dealers Allowances as
                                               as % of:                       as % of:               % of Offering Price

                                                                                                    All Funds
                                                          Net                           Net           Except         Limited
                                       Offering         Amount         Offering       Amount       Limited Term       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 Limited 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,  and employees of such persons); (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; (10)
Unit  Investment  Trust  sponsored by Principal  Mutual Life  Insurance  Company
and/or its directly or indirectly owned subsidiaries;  and (11) certain employee
welfare  benefit plan customers of Principal  Mutual Life Insurance  Company for
whom Plan Deposit Accounts are established.

     Each of the Funds has obtained an exemptive  order from 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.  In addition,  each of these Funds are available at net
asset value to the extent the  investment  represents  the proceeds from a total
surrender of certain  unregistered  annuity contracts issued by Principal Mutual
Life Insurance  Company,  and for which Principal Mutual Life Insurance  Company
waives any  applicable  contingent  deferred  sales  charges  or other  contract
surrender charges.
    

     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 .25% 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  Limited  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 Limited 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.
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.

   
     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  participant  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. The Funds are required by
law to withhold 31% of dividends paid from accounts other than IRA accounts,  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.
    
     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

   
     Each Fund will redeem its shares upon  request.  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.

     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.  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.

     A shareholder may redeem shares from an account, other than an IRA account,
by mail or by  telephone.  Each 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  of a  non-IRA  account  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 of non-IRA accounts 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, 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.
    
     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, 1996,  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
   
     Capital Accumulation Fund      _,___,___             __.__
     High Yield Fund                _,___,___             __.__
     Limited Term Bond Fund           ___,___             __.__
    
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;  Limited  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.

                       This page left blank intentionally.



                           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 LIMITED 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 December ______, 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 December ______, 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
                    A Member of The Principal Financial Group
                           Des Moines, Iowa 50392-0200
                            Telephone: 1-800-247-4123



   
MM 625 B-7
    



<PAGE>


                                TABLE OF CONTENTS

   
Investment Policies and Restrictions of the Funds...................        2
        Growth-Oriented Funds.......................................        3
        Income-Oriented Funds ......................................        8
        Money Market Funds..........................................       13
Funds' Investments..................................................       17
Directors and Officers of the Funds.................................       30
Manager and Sub-Advisor.............................................       33
Cost of Manager's Services..........................................       33
Brokerage on Purchases and Sales of Securities......................       37
How to Purchase Shares..............................................       39
Offering Price of Funds' Shares.....................................       41
Distribution Plan...................................................       47
Determination of Net Asset Value of Funds' Shares ..................       50
Performance Calculation.............................................       51
Tax Treatment of Funds, Dividends and Distributions  ...............       56
General Information and History.....................................       59
Financial Statements ...............................................       59
Appendix A..........................................................       60
    



<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),  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) 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);  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, Limited Term Bond Fund
and Tax-Exempt Bond 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  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.
    

     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
       

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

   
       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.
    

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.
       

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  Limited Term Bond Fund,  Inc.  ("Limited  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.
       

INVESTMENT RESTRICTIONS
       

   
       Bond Fund, High Yield Fund and Limited Term Bond 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 and Limited Term Bond 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 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.

       (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.
       

       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
       

       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, 1996. 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, Limited 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, Limited 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
- - _____% and  35.8%;  Blue Chip Fund  _____%  and 26.1%;  Bond Fund - _____% and
5.1%;  Capital  Accumulation  Fund - ______% and 46.0%;  Emerging  Growth Fund -
______% and 13.5%; Government Securities Income Fund - ______% and 10.1%; Growth
Fund - ______% and 12.2%; High Yield Fund - ______% and 40.3%; Limited Term Bond
Fund - ______%;  Tax-Exempt  Bond Fund - _______%  and 17.6%;  Utilities  Fund -
______% and 13.0%; World Fund - _______% and 35.4%.
    

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,  62,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
Attorney. Vice President, Deere and Company, Retired.

     *Roy W. Ehrle,  68,  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, 53, Director. P.O. Box 805, Grinnell,  Iowa. President
and Professor of Mathematics, Grinnell College since 1991.

     @Richard W. Gilbert, 56, Director. 1357 Asbury Avenue, Winnetka,  Illinois.
President, Gilbert Communications, Inc. since 1993. Prior thereto, President and
Publisher, Pioneer Press.

     *&J. Barry Griswell,  47,  Director and Chairman of the Board.  Senior Vice
President,  Principal Mutual Life Insurance  Company,  since 1991.  Director and
Chairman  of  the  Board,  Princor  Management  Corporation,  Princor  Financial
Services Corporation.

     *&Stephan L. Jones, 61, 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, 60, Director. Executive Vice President, Principal Mutual
Life  Insurance  Company  since 1992.  Prior  thereto,  Senior  Vice  President.
Director,   Princor  Financial  Services   Corporation  and  Princor  Management
Corporation. Director and Chairman, Invista Capital Management, Inc.

     @Barbara A. Lukavsky,  56, Director.  3920 Grand Avenue, Des Moines,  Iowa.
President, Lu San, Inc.

     &Richard G. Peebler, 67, Director. 1916 79th Street, Des Moines, Iowa. Dean
and  Professor  Emeritus,  Drake  University,  College  of  Business  and Public
Administration,  since 1996. Prior thereto, Professor, Drake University, College
of Business and Public Administration.

     Craig L. Bassett, 44, Assistant Treasurer.  Associate Treasurer,  Principal
Mutual Life Insurance Company since 1988.

     *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.

     David J. Brown,  36,  Assistant  Counsel.  Counsel,  Principal  Mutual Life
Insurance   Company   since   1995.   1994-1995,    Attorney.   Prior   thereto,
Attorney-at-Law, Dickinson, Mackaman, Tyler & Hagen, P.C.

     Michael W. Cumings, 45, Assistant Counsel.  Counsel,  Principal Mutual Life
Insurance Company since 1989.

     Arthur S. Filean, 58, Vice President and Secretary. Vice President, Princor
Financial Services Corporation,  since 1990. Vice President,  Princor Management
Corporation, since 1996.

     *Ernest H. Gillum,  41,  Assistant  Secretary.  Assistant  Vice  President,
Registered   Products,   Princor  Financial  Services  Corporation  and  Princor
Management  Corporation,  since 1995;  Prior thereto,  Product  Development  and
Compliance Officer.

     *Michael D. Roughton, 45, 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.
    

       @ 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,  1996,  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,  $__________;  Blue Chip Fund,
$__________; Bond Fund,__________;  Capital Accumulation Fund, $__________; Cash
Management  Fund,  $__________;  Emerging Growth Fund,  $__________;  Government
Securities  Fund,  $__________;  Growth  Fund,  $__________;  High  Yield  Fund,
$__________; Tax-Exempt Bond Fund, $__________; Tax-Exempt Cash Management Fund,
$__________; Utilities Fund,__________; and World Fund, $__________.

       The  following  information  relates  to  compensation  paid by each fund
during the fiscal  year ended  October  31,  1996.  James D. Davis and Pamela A.
Ferguson  received  $1,350 from each Princor Fund,  except the Limited 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
Limited  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 Limited 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, 1996 was as follows:

     James  D.  Davis,   $__________;   Roy  W.   Ehrle,__________;   Pamela  A.
Ferguson,__________;  Richard W.  Gilbert,  $__________;  Barbara  A.  Lukavsky,
$__________; and Richard G. Peebler, $__________.

       As of November 30,  1996,  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 Owned           Shares Owned
   Balanced                                   673,430
   Blue Chip                                  304,557
   Bond                                       178,357
   Capital Accumulation                     6,818,331
   Cash Management                          8,712,743
   Emerging Growth                             46,781
   Government Securities Income                94,139
   Growth                                      36,713
   High Yield                               1,116,315
   Limited Term Bond                        1,000,000
   Tax-Exempt Bond                             92,616
   Tax-Exempt Cash Management               1,026,700
   Utilities                                   85,668
   World                                    4,072,290

       As of November  30, 1996,  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 Limited 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 November 30, 1996 were
approximately  $__________  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)
Arthur S. Filean       Vice President and Secretary     Vice President (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)
</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    All
                               World      Emerging         Yield and     Other
 Net Asset Value of Fund        Fund    Growth Fund     Utilities Fund   Funds
   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, 1996     October 31, 1996
      --------------------------       ----------------     ----------------

      Balanced                                                     .60%
      Blue                                                         .50
      Chip                                                         .50*
      Bond                                                         .45
      Capital Accumulation                                         .38*
      Cash Management                                              .64
      Emerging Growth                                              .46
      Government Securities Income                                 .48
      Growth                                                       .60
      High Yield
      Limited Term Bond                                            .48
      Tax-Exempt Bond                                              .50*
      Tax-Exempt Cash Management                                   .60*
      Utilities                                                    .74
      World
      *  Before waiver.
    
       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 Limited 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                        1996           1995                1994
   Balanced                                     $ 330,469        $    282,514
   Blue Chip                                      154,603             125,655
   Bond                                          489,133*            447,108*
   Capital Accumulation                         1,380,466           1,212,997
   Cash Management                             1,980,472*          1,324,627*
   Emerging Growth                                772,512             463,046
   Government Securities Income                 1,165,241           1,178,688
   Growth                                         701,276             485,565
   High Yield                                     129,542             119,036
   Limited Term Bond
   Tax-Exempt Bond                                828,825             854,230
   Tax-Exempt Cash Management                    471,994*            406,047*
   Utilities                                     367,403*            340,121*
   World                                          881,227             716,044

         *Before waiver.
        **Period from February 29, 1996  (Commencement  of  Operations)  through
          October 31, 1996.

       The Manager  waived  $_________ of its fee for the Limited Term Bond Fund
for the period ended October 31, 1996. The Manager waived  $__________,  $86,318
and $120,999 of its fee for the Bond Fund for the years ended  October 31, 1996,
1995 and 1994, respectively.  The Manager also waived $__________,  $138,673 and
$150,515 of its fee for the Tax-Exempt  Cash Management Fund for the years ended
October  31,  1996,  1995  and  1994,  respectively.  The  Manager  also  waived
$__________,  $296,359 and $595,343 of its fee for the Cash  Management Fund for
the years ended October 31, 1996, 1995 and 1994, respectively.  The Manager also
waived $__________,  $152,483 and $284,836 of its fee for the Utilities Fund for
the years ended October 31, 1996, 1995 and 1994, respectively.

       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                           1996              1995              1994

   Balanced                                         $220,147      $   241,156
   Blue Chip                                         146,409          123,381
   Bond                                              213,198          226,146
   Capital Accumulation                              510,906          513,568
   Cash Management                                 1,494,200        1,077,477
   Emerging Growth                                   612,488          514,920
   Government Securities Income                      435,625          545,148
   Growth                                            584,133          455,138
   High Yield                                         86,915           76,576
   Limited Term Bond
   Tax-Exempt Bond                                   193,662          254,209
   Tax-Exempt Cash Management                        214,963          205,771
   Utilities                                         211,232          281,532
   World                                             525,897          502,953

      * Period from February 29, 1996 (Date Operations  Commenced)  through
        October 31, 1996.

NOTE: The Manager  voluntarily  waived a portion of its fee for the Limited Term
Bond Fund from the date operations commenced and intends to continue such waiver
and, if necessary,  pay expenses  normally payable by the Limited Term Bond Fund
through the period  ending  February 28, 1998 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,  1.15% for the Class B shares  and 1.40% for the Class R shares.
The effect of the waiver was and will be to reduce the Fund's  annual  operating
expenses and increase the Fund's yield and effective yield.

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,  1994,  1995 and 1996. The
Manager intends to continue its voluntary waiver and, if necessary, pay expenses
normally payable by each of these Funds through  February 28,  1998 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,  1.50% of each
Fund's Class B shares and 1.25% of Princor Cash Management Fund,  Inc.'s Class R
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:  The Manager  voluntary  waived a portion of its fee for Princor Bond Fund
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, 1998 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,  1.70% of the Fund's
Class B shares and 1.45% of the Fund's Class R 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. 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 Manager  continued its voluntary  waiver for the
period  beginning  March 1, 1996 and  intends to  continue  such  waiver and, if
necessary,  pay expenses  normally payable by the Fund through February 28, 1998
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 did not and will not exceed 1.15% of the Fund's Class A shares,
1.90% of the Fund's Class B shares and 1.65% for the Fund's Class R 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 Limited Term Bond Fund were
last  approved by the Board of  Directors  for each of the Funds on September 9,
1996. 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, 1996 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
                   Blue Chip
                   Capital Accumulation
                   Emerging Growth
                   Growth
                   Utilities
                   World
    
                   
        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 Paid
         During Fiscal Years Ended October 31,
 Fund                       1996             1995             1994
 ----                       ----             ----             ----
 Balanced                                     $ 34,622       $23,780
 Blue Chip                                      21,040          8,536
 Capital Accumulation                          335,720       259,072
 Emerging Growth                                59,471        51,538
 Growth                                         56,733        51,904
 Limited Term Bond
 Utilities                                      27,861        58,245
 World                                         360,682       277,027
          * Period from February 29, 1996 (date  operations  commenced)  through
            October 31, 1996.
    

         Brokerage  commissions paid to affiliates during the year ended October
31, 1996 were as follows:

   
            Commissions Paid to Principal Financial Securities, Inc.
_______________________________________________________________________________ 
                             Total     As Percent         As Percent of Dollar
                             Dollar     of Total       Amount of Commissionable
         Fund                Amount    Commissions           Transactions
Balanced Fund
Capital Accumulation Fund
Emerging Growth Fund
Growth Fund
Utilities Fund

                     Commissions Paid to Morgan Stanley and Co.
_______________________________________________________________________________ 
                             Total     As Percent         As Percent of Dollar
                             Dollar     of Total       Amount of Commissionable
         Fund                Amount    Commissions           Transactions
Balanced Fund
Capital Accumulation Fund
Emerging Growth Fund
Growth Fund
Utilities Fund
    

Morgan Stanley and Co. Is affiliated with Morgan Stanley Asset Management, Inc.,
which acts as sub-advisor to two mutual funds included in the Fund complex.

     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 Limited 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  noCDSC 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 Limited
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 Limited  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.

     Purchasing Class A and Class B 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 offered 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 are 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 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.

     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 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 that Class A shares for an indefinite period.

     Purchasing  Class R Shares.  Class R shares are offered only to: (1) 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") to fund Individual
Retirement  Accounts  ("IRA's")  and to  shareholders  of Class R shares for any
purpose;  and (2)  mortgagors  of mortgages  serviced by  Principal  Mutual Life
Insurance Company, its subsidiaries or affiliates.  Purchases are generally made
by completing an Account Application or 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 in a Princor IRA
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.
       

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
Limited  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 Limited 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
                                         Limited Term Bond          Limited Term Bond            % of Offering Price
                                     FundSales Charge as % of:  FundSales Charge as % of:                 All Funds
                                                                                                       Limited
                                         Offering     Amount        Offering       Amount     Except Limited       Term
         Amount of Purchase               Price       Invested        Price       Invested   Term Bond Fund     Bond 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 $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%               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                   No Sales Charge     0%      No Sales Charge     0%            .75%               0.25%
</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 made by a trustee of a Section  401(a) plan or is equal to or greater than $1
million).  The Statement of Intention  may be submitted by a  shareholder  other
than a trustee  of a 401(a)  plan,  within  90 days  after the date of the first
purchase to be included within the Statement of Intention period. A trustee of a
401(a)  plan  must  submit  the  Statement  of  Intention  at the time the first
purchase to be included within the Statement of Intention period is made; the 90
day backdating is not available. 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,  other than a shareholder  that is 401(a)
qualified plan trustee,  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. A shareholder  that is 401(a)  qualified  plan trustee will be
billed by Princor Financial Services Corporation for any additional sales charge
due at the end of the two-year period. 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  and  employees  of such
persons);  (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;  (8)
certain  "wrap  accounts" for the benefit of clients of Princor and other Broker
dealers or financial  planners  selected by Princor;  (9) Unit Investment Trusts
sponsored by Principal  Mutual Life  Insurance  Company,  and/or its directly or
indirectly  owned  subsidiaries;  and (10) certain employee welfare benefit plan
customers  of  Principal  Mutual Life  Insurance  Company for whom Plan  Deposit
Accounts are established.

   
       Each of the  Funds,  except  Princor  Tax-Exempt  Bond  Fund and  Princor
Tax-Exempt  Cash  Management  Fund,  have  obtained an exemptive  order from 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.  In addition,  each of these Funds are
available  at net  asset  value to the  extent  the  investment  represents  the
proceeds from a total surrender of certain unregistered annuity contracts issued
by Principal  Mutual Life Insurance  Company and for which Principal Mutual Life
Insurance  Company  waives any applicable  contingent  deferred sales charges or
other contract surrender charges.
    

       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 and the period  beginning  December 1, 1997 and ending  January  31,  1988,
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 Limited Term
Bond Fund, to the extent that the investment represents either the proceeds from
a total surrender of a Pension Builder Annuity Contract ( an unregistered  fixed
annuity contract issued by Principal Mutual Life Insurance Company) or 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:

<TABLE>
<CAPTION>
   
                                            Sales Charge as a % of:
- ------------------------------------------------------------------------------------------
                                                          Net       Dealer Allowance as % 
                                   Offering             Amount            of Offering
    Amount of Purchase               Price             Invested              Price
- ---------------------------------  ----------------    --------     ---------------------
<S>                                 <C>                 <C>                   <C>  
               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%
</TABLE>
    

     Sales Charges for Employer-Sponsored Plans

     Administered  Employee Benefit Plans. Class A shares of the Growth-Oriented
Funds and  Income-Oriented  Funds, except Princor Limited 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 Plan Contributions*      Amount Payable by Employer as
            In each year                        a 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  certain  qualified  retirement  plans (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),  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 $250,000 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 $250,000 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 by plan participants 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  Payments  Limited Term Bond Fund
Limited Term Bond Fund Made 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,
                                   1996         1995                1994
 Balanced Fund                                 $266,479         $   658,322
 Blue Chip Fund                                 168,419             131,074
 Bond Fund                                      476,813             925,482
 Capital Accumulation Fund                      611,180             821,157
 Emerging Growth Fund                         1,293,597           1,345,381
 Government Securities Income Fund              835,393           2,607,934
 Growth Fund                                  1,237,015           1,111,124
 High Yield Fund                      
 Limited Term Bond Fund                          93,608             106,780
 Tax-Exempt Bond Fund                           584,221           1,283,198
 Utilities                                      288,533             987,252
 World Fund                                     739,560           1,558,089
    
                                  
 * Period from  February  29, 1996 (Date  Operations  Commenced)  through
   October 31, 1996.

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 Limited 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 Limited 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  Limited  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 Limited 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  Limited  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 .25% 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, 1996 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
                                             and                 Registered               Underwriter's
                               Amount    Shareholder  Sales     Representative              Salaries      Total
                              Retained     Report     Brochures    Sales       Service    and Overhead Expenditures
Fund                                      Printing                Materials      Fees
<S>                           <C>     
Balanced
Blue Chip
Bond
Capital Accumulation
Emerging Growth
Government Securities Income
Growth
High Yield
Tax-Exempt Bond
Utilities
World
====================================================================================================================
</TABLE>

     The amount  received  from each Fund and  retained  by  Princor  during the
period  ended  October 31, 1996 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:

 ------------------------------- ------------------ -------------------
              Fund                Amount Retained      Service Fees
 ------------------------------- ------------------ -------------------
 Balanced
 Blue Chip
 Bond
 Capital Accumulation
 Emerging Growth
 Government Securities Income
 Growth
 High Yield
 Tax-Exempt Bond
 Utilities
 World
 ------------------------------- ------------------ -------------------

       The amount  received  from each Fund and  retained by Princor  during the
period  ended  October 31, 1996 and the manner in which such  amounts were spent
pursuant to the Class R Distribution  Plan for the last fiscal period of each of
the Funds were as follows:

   ------------------------------- ------------------ -------------------
                Fund                Amount Retained      Service Fees
   ------------------------------- ------------------ -------------------
   Balanced
   Blue Chip
   Bond
   Capital Accumulation
   Emerging Growth
   Government Securities Income
   Growth
   High Yield
   Utilities
   World
   ------------------------------- ------------------ -------------------
    

       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, 1996 average annual return
for Class A shares for each of the Funds for the periods indicated:

               Fund                    1-Year    5-Year       10-Year
  Balanced                                                          (1)
  Blue Chip
  Bond                                                              (1)
  Capital Accumulation
  Emerging Growth                                                   (1)
  Government Securities Income
  Growth
  High Yield
  Limited Term Bond
  Tax-Exempt Bond                                                   (3)
  Utilities                                            (4)
  World
  (1)      Period beginning December 18, 1987 and ending October 31, 1996.
  (2)      Period beginning February 29, 1996 and ending October 31, 1996.
  (3)      Period beginning March 20, 1986 and ending October 31, 1996.
  (4)      Period beginning December 16, 1992 and ending October 31, 1996.

    The following  table shows as of October 31, 1996 average  annual return for
Class B shares for each of the Funds for the period indicated:

                 Fund                   1-Year          5-Year(1)
   Balanced
   Blue Chip
   Bond
   Capital Accumulation
   Emerging Growth
   Government Securities Income
   Growth
   High Yield
   Limited Term Bond                           (2)
   Tax-Exempt Bond
   Utilities
   World
   (1)   Period beginning December 9, 1994 and ending October 31, 1996.
   (2)   Period beginning February 29, 1996 and ending October 31, 1996.
    
 
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, 1996 the yield for each class of shares for each
of the Income-Oriented Funds:

                                          Yield As of October 31, 1996
                Fund                   Class A       Class B     Class R
Bond Fund
Government Securities Income Fund
High Yield Fund
Limited Term Bond Fund
Tax-Exempt Bond Fund
Utilities Fund
- -------------------------------------- -----------------------

      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,  1996  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



    

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, 1996, the Cash Management  Fund's yield for Class A shares and
Class B shares was ______% and ______%,  respectively,  and the Tax-Exempt  Cash
Management  Fund's  yield for Class A shares and Class B shares was  ______% and
______%,  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,  1996,  the  Cash
Management  Fund's  effective  yield for Class A shares  and Class B shares  was
______% and ______%,  respectively,  and the Tax-Exempt Cash  Management  Fund's
effective  yield for Class A shares and Class B shares was ______% and _______%,
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,
1996 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



    

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. 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.






                                                    (chart)


<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
______%  (monthly average  six-month CD rate for the month of October,  1996, as
reported in the Federal  Reserve  Bulletin)  and an  inflation  rate of _______%
(rate of inflation for the 12-month period ended October 31, 1996 as measured by
the Consumer Price Index) and an income tax bracket of 28% would be $(______).
    

       ($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.

                        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 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 vent 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,  1996 will be provided by  amendment.  The Annual  Reports  will be
furnished  without  charge,  to investors who request copies of the Statement of
Additional Information.
    

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 obligors 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.


<PAGE>
                                     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 (Filed 12/14/95)
                      (1a)  Articles of Amendment (Filed 02/26/96)
                      (1b)  Articles Supplementary (Filed 02/26/96)
                      (2)   By-Laws (Filed 12/14/95)
                      (5a)  Management Agreement (Filed 02/26/96)
                      (5b)  Investment Service Agreement (Filed 02/26/96)
                      (5c)  Sub-Advisory Agreement (Filed 02/26/96)
                      (6a)  Distribution Agreement (Filed 02/26/96)
                      (6b)  Princor Funds' Application
                      (6c)  Princor Funds' R-Share Application
                      (8a)  Custody Agreement (Filed 02/26/96)
                      (9a)  Dealer Selling Agreement (Filed 02/26/96)
                      (10)  Opinion of Counsel (Filed 02/26/96)
                      (11)  Consent of Independent Auditors (Filed 02/26/96)
                      (12)  Audited Financial Statements as of October 31,
                            1995, including the Report of Ernst & Young
                            LLP, independent auditors for the Registrant.
                            (Filed 12/14/95)
                      (13)  Investment Letter (Filed 02/26/96)
                      (14a) Principal Mutual IRA Plan (Filed 12/14/95)
                      (14b) Principal Mutual SEP Plan (Filed 12/14/95)
                      (14c) Principal Mutual 403(b) Plan (Filed 12/14/95)
                      (14d) Principal Mutual IRA Plan-R Shares (Filed 02/26/96)
                      (15a) 12b-1 Plan - Class A Shares (Filed 02/26/96)
                      (15b) 12b-1 Plan - Class B Shares (Filed 02/26/96)
                      (15r) 12b-1 Plan - Class R Shares (Filed 02/26/96)
                      (18)  Multiple Class Distribution Plan (Filed 02/26/96)

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 July 31, 1996.

                         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 July 31, 1996.

                         Princor  Balanced  Fund,  Inc.a  Maryland  Corporation)
                         10.48% of shares  outstanding owned by Principal Mutual
                         Life Insurance Company on July 31, 1996.

                         Principal Balanced Fund, Inc. (a Maryland  Corporation)
                         100.0% of shares  outstanding owned by Principal Mutual
                         Life  Insurance  Company and its  separate  accounts on
                         July 31, 1996.

                         Princor Blue Chip Fund,  Inc. (a Maryland  Corporation)
                         2.40% of shares  outstanding  owned by Principal Mutual
                         Life Insurance Company on July 31, 1996.

                         Princor Bond Fund, Inc. (a Maryland  Corporation) 1.70%
                         of shares  outstanding  owned by Principal  Mutual Life
                         Insurance Company on July 31, 1996.

                         Principal  Bond Fund,  Inc.  (a  Maryland  Corporation)
                         100.0% of shares  outstanding owned by Principal Mutual
                         Life  Insurance  Company and its  separate  accounts on
                         July 31, 1996.

                         Princor  Capital  Accumulation  Fund,  Inc. (a Maryland
                         Corporation)  43.23%  of  outstanding  shares  owned by
                         Principal  Mutual  Life  Insurance  Company on July 31,
                         1996.

                         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 July 31, 1996.

                         Princor  Cash   Management   Fund,   Inc.  (a  Maryland
                         Corporation)  1.24%  of  outstanding  shares  owned  by
                         Principal  Mutual  Life  Insurance  Company  (including
                         subsidiaries and affiliates) on July 31, 1996.

                         Princor   Emerging   Growth  Fund,   Inc.  (a  Maryland
                         Corporation)  0.69%  of  shares  outstanding  owned  by
                         Principal  Mutual  Life  Insurance  Company on July 31,
                         1996.

                         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 July 31, 1996.

                         Princor  Government  Securities  Income  Fund,  Inc. (a
                         Maryland Corporation) 0.39% of shares outstanding owned
                         by Principal Mutual Life Insurance  Company on July 31,
                         1996.

                         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 July 31, 1996.

                         Princor  Growth  Fund,  Inc. (a  Maryland  Corporation)
                         0.62% of outstanding  shares owned by Principal  Mutual
                         Life Insurance Company on July 31, 1996.

                         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 July 31, 1996.

                         Princor High Yield Fund, Inc. (a Maryland  Corporation)
                         32.35% of shares  outstanding owned by Principal Mutual
                         Life Insurance Company on July 31, 1996.

                         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
                         July 31, 1996.

                         Princor  Limited  Term  Bond  Fund,  Inc.  (a  Maryland
                         Corporation)  76.53%  of  shares  outstanding  owned by
                         Principal   Mutual  Life  Insurance   Company  and  its
                         separate accounts on July 31, 1996.

                         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 July 31, 1996.

                         Principal   Special  Markets  Fund,  Inc.  (a  Maryland
                         Corporation)  80.12% of the shares  outstanding  of the
                         International  Securities  Portfolio  and 83.25% of the
                         shares  outstanding of the  Mortgage-Backed  Securities
                         Portfolio were owned by Principal Mutual Life Insurance
                         Company on July 31, 1996.

                         Princor   Tax-Exempt   Bond  Fund,   Inc.  (a  Maryland
                         Corporation)  0.59%  of  shares  outstanding  owned  by
                         Principal  Mutual  Life  Insurance  Company on July 31,
                         1996.

                         Princor   Tax-Exempt  Cash  Management  Fund,  Inc.  (a
                         Maryland Corporation) 1.02% of shares outstanding owned
                         by Principal Mutual Life Insurance  Company on July 31,
                         1996.

                         Princor  Utilities Fund, Inc. (a Maryland  Corporation)
                         1.34% of shares  outstanding  owned by Principal Mutual
                         Life Insurance Company on July 31, 1996.

                         Princor  World  Fund,  Inc.  (a  Maryland  Corporation)
                         18.84% of shares  outstanding owned by Principal Mutual
                         Life Insurance Company on July 31, 1996.

                         Principal  World Fund,  Inc.  (a Maryland  Corporation)
                         100.0% of shares  outstanding owned by Principal Mutual
                         Life Insurance Company on July 31, 1996.

                      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.    Principal Residential Mortgage, Inc. (an Iowa
                            Corporation) a full service mortgage banking company

                      s.    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.    America's Health Plan, Inc. (a Maryland Corporation)
                            a developer of discount provider networks.

                      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.    Principal Health Care of Pennsylvania, Inc. (a 
                            Pennsylvania Corporation) It is not currently 
                            active. 

                      r.    The Admar Group, Inc. (a Florida Corporation) a 
                            national managed care service organization that
                            developes and manages preferred provider 
                            organizations (PPO's).

                      Subsidiaries owned by The Admar Group, Inc.:

                      a.    Admar Corporation (a California Corporation) a 
                            managed care services organization.

                      b.    Admar Insurance Marketing, Inc. (a California
                            Corporation) a managed care services organization.

                      c.    Selectcare Management Co., Inc. (a California
                            Corporation) a managed care services organization.

                      d.    Image Financial & Insurance Services, Inc. (a 
                            California Corporation) a managed care services
                            organization.

                      e.    VM. G. Hofgard & Co., Inc. (a Colorado Corporation)
                            a managed care services 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.    Principal International Espana Sociedad Anonima
                            De Seguros de Vida (a Spain Corporation).
                            
                      b.    Principal Mexico Compania de Seguros S.A.De C.V.(a
                            Mexico Corporation).

                      c.    Principal International Argentina, S.A. (an
                            Argentina Corporation).

                      d.    Principal International ASIA Limited (a Hong Kong 
                            Corporation).

                      e.    Principal Insurance Company Limited (a Hong Kong 
                            Corporation).

                      f.    Principal International de Chile S.A. (a Chile
                            Corporation)

                      g.    Zao Principal (a Russia Corporation).

                      Subsidiary owned by Principal International Espana 
                      Sociedad Anonima De Seguros de Vida:

                            Princor International Espana Sociedad Anonima
                            de Agencia de Seguros (a Spain Corporation).

                      Subsidiaries owned by Principal International
                      Argentina, S.A.:

                      a.    Ethika-Jacaranda Administradora de Fondos de
                            Jubilaciones y Pensiones S.A.(an Argentina 
                            Corporation)

                      b.    Princor Compania de Seguros de Retiro S.A. (an
                            Argentina Corporation).

                      c.    Prinlife 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 S.A.
                            (a Chile Corporation)

Item 26.       Number of Holders of Securities - As of:  September 30, 1996

                     (1)                                       (2)
               Title of Class                             Number of Holders
                    Princor Limited Term Bond Fund, Inc.
                       Common-Class A                          186
                       Common-Class B                           14
                       Common-Class R                            9

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.

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.

  *Craig L. Bassett             The Principal     Director - Treasury
   Director - Treasury          Financial Group   Principal Mutual Life
                                Des Moines, Iowa  Insurance Company
                                50392

  *Michael J. Beer              Same              See Part B
   Vice President
   and Chief Operating
   Officer

   Mary L. Bricker              Same              Counsel and Assistant
   Assistant Corporate                            Corporate Secretary
   Secretary                                      Principal Mutual Life
                                                  Insurance Company

   Ray S. Crabtree              Same              Executive 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

   Arthur S. Filean             Same              See Part B
   Vice President

   Paul N. Germain              Same              Assistant Vice President -
   Assistant Vice President -                     Operations
   Operations                                     Princor Financial Services
                                                  Corporation

  *Ernest H. Gillum             Same              See Part B
   Assistant Vice President -
   Registered Products

   Thomas J. Graf               Same              Senior Vice President    
   Director                                       Principal Mutual Life
                                                  Insurance Company

  *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              Vice Chairman
   Director                                       Principal Mutual Life
                                                  Insurance Company

  *Stephan L. Jones             Same              See Part B
   President and Director

   Ronald E. Keller             Same              Executive Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

   Sterling R. Kosmicke         Same              President
   Vice President                                 Invista Capital Management,
                                                  Inc.

   Gregg R. Narber              Same              Senior Vice President and  
   Director                                       General Counsel
                                                  Principal Mutual Life
                                                  Insurance Company

   Layne A. Rasmussen           Same              Controller
   Controller                                     Princor Financial Services
                                                  Corporation

  *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

     Princor  Management  Corporation  serves as investment adviser and dividend
disbursing  and transfer  agent for,  Principal  Aggressive  Growth Fund,  Inc.,
Principal Asset Allocation Fund, Inc.,  Principal Balanced Fund, Inc., 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 Money Market Fund, Inc.,
Principal  Special  Markets Fund,  Inc.,  Principal  World Fund,  Inc.,  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 Limited
Term Bond Fund, Inc.,  Princor  Tax-Exempt Bond Fund, Inc.,  Princor  Tax-Exempt
Cash Management 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 Aggressive Growth Fund,
Inc.,Principal  Asset  Allocation  Fund,  Inc.,  Principal  Balanced Fund, Inc.,
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 Money
Market Fund, Inc.,  Principal Special Markets Fund, Inc.,  Principal World Fund,
Inc.,  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  Limited  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. and for variable  annuity  contracts  participating  in
Principal  Mutual Life Insurance  Company  Separate Account B, a registered unit
investment  trust for  retirement  plans  adopted  by public  school  systems or
certain  tax-exempt  organizations  pursuant to Section  403(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.
  (b)      (1)                 (2)                            (3)
                               Positions
                               and offices                    Positions and
  Name and principal           with principal                 offices with
  business address             underwriter                    registrant

  J. Barbara Alvord            Marketing Officer              None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Robert W. Baehr              Marketing Services             None
  The Principal                Officer
  Financial Group
  Des Moines, IA 50392

  Michael J. Beer              Vice President and Chief       Vice President
  The Principal                Operating Officer
  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              Assistant Vice President-       None
  The Principal                Operations
  Financial Group
  Des Moines, IA  50392

  Ernest H. Gillum             Assistant Vice President-       Assistant
  The Principal                Registered Products             Secretary
  Financial Group
  Des Moines, IA 50392

  Thomas J. Graf               Director                        None
  The Principal
  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

  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 Distribution
  Des Moines, IA 50392

  Gregg R. Narber              Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Layne A. Rasmussen           Controller                      None
  The Principal
  Financial Group
  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

  Kyle R. Selberg              Vice President-                 None
  The Principal                Marketing
  Financial Group
  Des Moines, IA 50392

  Roger C. Stroud              Assistant Director-             None
  The Principal                Marketing
  Financial Group
  Des Moines, IA 50392

  Peter D. Zornik              Arkansas State Director         None
  The Principal
  Financial Group
  Des Moines, IA 50392

               (c)    Inapplicable.

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. 
<PAGE>

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized  in the City of Des Moines and State of Iowa, on the
14th day of October, 1996.


                                        PRINCOR LIMITED TERM BOND FUND, INC.

                                                  (Registrant)

                                        

                                       By              S. L. JONES
                                          ______________________________________
                                                  S. L. Jones, President
                                                  and Director


Attest:


ERNEST H. GILLUM
______________________________________
E. H. Gillum
Assistant Secretary


<PAGE>


As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

       Signature                         Title                          Date



   S. L. JONES
_____________________________      President and Director       October 14, 1996
S. L. Jones                        (Principal Executive Officer ________________



   J. B. GRISWELL                  Director and                 October 14, 1996
_____________________________      Chairman of the Board        ________________
J. B. Griswell


                                   
   M. J. BEER                      Financial Officer            October 14, 1996
_____________________________                                   ________________
M. J. Beer


   (J. D. Davis)*                  Director                     October 14, 1996
_____________________________                                   ________________
J. D. Davis


   (R. W. Ehrle)*                  Director                     October 14, 1996
_____________________________                                   ________________
R. W. Ehrle


   (P. A. Ferguson)*               Director                     October 14, 1996
_____________________________                                   ________________
P. A. Ferguson


   (R. W. Gilbert)*                Director                     October 14, 1996
_____________________________                                   ________________
R. W. Gilbert


   (R. E. Keller)*                 Director                     October 14, 1996
_____________________________                                   ________________
R. E. Keller


   (B. A. Lukavsky)*               Director                     October 14, 1996
_____________________________                                   ________________
B. A. Lukavsky


   (R. G. Peebler)*                Director                     October 14, 1996
_____________________________                                   ________________
R. G. Peebler


                                         By          S. L. JONES
                                           _____________________________________
                                           S. L. Jones
                                           President and Director



                                                   October 14, 1996
                                           _____________________________________
                                           *Pursuant to Powers of Attorney
                                            Previously Filed or Included


         A. S. FILEAN                                S. L. JONES
By ___________________________________   By ____________________________________
   A. S. Filean, Vice President               S. L. Jones, President

Princor Mutual Funds          ACCOUNT APPLICATION                    M.F.
                                                                    LOGO
1-800-247-4123, 7:00 AM to 7:00 PM Central time
================================================================================
1)   ACCOUNT INFORMATION (Please print)

Type of Account  ___Personal  ___UTMA   ___Corporate   ___Trust  ___Partnership

                          OWNER
__________________________________________________________      ________________
      First       Middle Initial            Last                 Date of Birth

                       JOINT OWNER
__________________________________________________________      ________________
      First       Middle Initial            Last                 Date of Birth

                        ADDRESS
__________________________________________________________

_________________________________________________  _______   _____________-_____
                City                                State           Zip Code

_____-_____-___________                                  _____-_____-___________
      Evening Phone                                          Daytime Phone

___ Social Security or ___ Tax Identification Number
   _______-____-__________
    Owner
   _______-____-__________
    Joint Owner

___ I am a nonresident alien - attach IRS Form W-8.

___ I am a resident alien-specify country of citizenship and attach IRS Form W-8
    and if applicable, IRS Form 1078.

    COUNTRY
_________________
================================================================================
2)   INVESTMENT DIRECTION
 
FUND NUMBER                                 LUMP-SUM        MONTHLY INVESTMENT*
(see instructions)       FUND NAME         INVESTMENT        AMOUNT  DATE (1-31)
 
     ______        ___________________   $______________ $_____________  ____
     ______        ___________________   $______________ $_____________  ____
     ______        ___________________   $______________ $_____________  ____
     ______        ___________________   $______________ $_____________  ____
     ______        ___________________   $______________ $_____________  ____
                                 Total   $______________ $_____________
 
___ Check enclosed. (Make check payable to Princor.)
___ This application is for settlement of a telephone order placed on  _________

* Complete Check Authorization Form in the instructions to this application
and attach a voided check or deposit slip. 
================================================================================
3)   INVESTOR INFORMATION

The investment objective is:___ Long-Term Growth (3+ years)___ Growth and Income
                            ___ Current Income   ___ Tax-Exempt Income

Estimated Income (current tax year in thousands):           
___ Under $25 ___ Under $50 ___ Under $100 ___ Under $250 ___ Tax Bracket______%

Approximate Net Worth (in thousands): ___ Under $25 ___ Under $50 ___ Under $100
___ Under $250 ___ Over $250

Occupation(s): _______________ Source of funds for this purchase________________

Employer(s) name and address____________________________________________________
Other Investments $____________________ (amount) invested in ___________________

I am an associated person of an NASD member firm ____No ____Yes
================================================================================
4) SIGNATURE AND TAX NUMBER  CERTIFICATION 

I have read this  application and had the opportunity to read the prospectus and
agree to all their terms.  In addition,  I authorize  the  instructions  in this
application.  I have been  given the  opportunity  to ask any  questions  I have
regarding this  investment,  and they have been answered to my  satisfaction.  I
understand the  investment  objective of each Princor Mutual Fund for which I am
applying and believe it is compatible with my investment objective. I understand
that  telephone  transaction  privileges  (including  telephone  redemption  and
exchange requests) apply unless I specifically  decline them on this application
and  that I bear  the  risk of loss  resulting  from  any  fraudulent  telephone
redemption or exchange request which the Fund reasonably believes to be genuine.
I also understand the Fund has adopted procedures designed to reduce the risk of
fraudulent  transactions,  which are disclosed in the  prospectus.  I understand
that exchanges between Funds are taxable transactions. I certify under penalties
of perjury (check the appropriate response):

_____that the Social Security or Taxpayer Identification Number shown in Section
          1 is correct and that the IRS has either  never  notified me that I am
          subject to backup  withholding  or has notified me that I am no longer
          subject to such backup withholding.

_____that I have  not been  issued a  Taxpayer  Identification  Number  but have
          applied for such number or intend to apply for such number in the near
          future.  I  understand  that if I do not  provide a  correct  taxpayer
          identification  number to the Fund, backup withholding as described in
          the Fund's prospectus will commence immediately.

_____that I am subject to backup withholding.

Sign below  exactly as your name  appears in Section 1. For joint  registration,
all owners must sign. The Internal Revenue Service does not require your consent
to any  provision of this  document  other than the  certifications  required to
avoid backup withholding.

___________________________________  ___________________________________________
Signature of owner             Date  Signature of joint owner (if any)      Date
================================================================================
1. Registered Representative's Name________________ Rep Number____ Percentage___
                              (Please Print and Sign)

2. Registered Representative's Name_____________ Rep Number____ State Written___
                             (Please Print and Sign)

Dealer's Name____________________ Authorized Dealer's Signature_________________
================================================================================
5)   OPTIONAL FEATURES
 
____ A.  Decline Telephone  Transaction  Services. I (We) do not want telephone
          transaction  services as described in the prospectus.  (If this box is
          not checked telephone transaction services will apply.)
- --------------------------------------------------------------------------------
____ B.   Dividend/Distribution  Election. If no option is indicated,  dividends
          will be reinvested,  without charge,  in shares of the Fund from which
          they are paid.

                                        DISTRIBUTIONS TO 
                                  BANK ACCOUNT (See Instructions)
 
    FUND   DIVIDENDS CAPITAL GAINS            ELECTRONIC       DIVIDEND RELAY
   NUMBER   IN CASH    IN CASH      WIRED*  FUNDS TRANSFER** (See Instructions)
__________ _________ _____________ ________ ________________ ___________________
__________ _________ _____________ ________ ________________ ___________________
__________ _________ _____________ ________ ________________ ___________________
__________ _________ _____________ ________ ________________ ___________________
__________ _________ _____________ ________ ________________ ___________________
 
*   Up to $6 charge per transfer.
**  No additional charge, but takes up to 3 days to complete.
- --------------------------------------------------------------------------------
____ C.   Checkwriting.  I (We)  wish to be able to redeem  Class A shares  from
          Princor Cash  Management  Fund,  Inc.  and/or Princor  Tax-Exempt Cash
          Management  Fund,  Inc.  by check  ($100  minimum).  The  checkwriting
          service is subject to all of the terms and conditions contained in the
          Fund(s) then-current prospectus.

          By signing in Section 4, I/we authorize  Norwest Bank Iowa,  N.A. (the
          "Bank") to honor checks drawn by the undersigned on the account of the
          indicating  Fund(s).  The Fund(s) transfer agent,  Princor  Management
          Corporation  (the  "Transfer  Agent"),  is authorized to redeem enough
          shares from the Fund account of the  undersigned  to cover  payment of
          the  check.  This  authorization  will  continue  in effect  until the
          Fund(s)   receives   written  notice  of  any  change  signed  by  the
          undersigned, with signatures guaranteed.


          ___Check here if the  signatures of all account owners are required on
             checks.  If this box is not  checked,  only one  signature  will be
             required.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
____ D.   Automatic  Exchange   Election.   (See  Prospectus  for  details.)  To
          authorize automatic  exchanges from one Fund to another,  complete the
          following:

                                                      Dollar Amount and Receiving Fund Number
             Exchanging   Exchange (M)onthly or       ($25 minimum for each receiving Fund)
             Fund Number    Date   (Q)uarterly  Dollar Amount  Fund Number  Dollar Amount  Fund Number

<S>      <C>              <C>                   <C>                         <C>            <C>
          1. __________   ________ ____________ $____________  ___________  $____________  ___________
          2. __________   ________ ____________ $____________  ___________  $____________  ___________
</TABLE>
- --------------------------------------------------------------------------------
____ E.   Periodic  Withdrawal  Election.  (Complete  "5.B."  above if  periodic
          withdrawals  are to be  directed  to a  bank  account.)  Complete  the
          following to redeem shares automatically on a scheduled basis: Date of
          Withdrawal

                Fund       Amount    Beginning        (M)onthly, (Q)uarterly,
               Number  ($25 Minimum)   Month   Date (S)emiannually or (A)nnually

          1. ________  $________.__  ________ _____ ____________________________
          2. ________  $________.__  ________ _____ ____________________________
          3. ________  $________.__  ________ _____ ____________________________

================================================================================
6)   SALES CHARGE REDUCTION PRIVILEGES

     (See the Prospectus "Offering Price of Funds' Shares" for details.)

____ A.   Statement of Intention (SOI)

          If $50,000 or more will be  invested  in shares of the  PRINCOR  FUNDS
          (Class A shares  subject to a sales  charge or Class B shares)  over a
          13-month period (2-year period if investing $1 million or more), check
          the intended amount.  A reduced sales charge will be granted,  subject
          to the terms and  conditions  set forth in the Statement of Additional
          Information.

          ___ $50,000 ___ $100,000 ___ $250,000 ___ $500,000 ___ $1,000,000
              or Over      or Over     or Over      or Over      or Over

          NOTE:  (SOIs)  apply only to Class A shares.  However,  Class B shares
          will be credited toward the fulfillment of this SOI.

_____ B.   Rights of Accumulation

          List  below  the fund  account  number(s)  for you,  your  spouse  and
          dependents  who have  existing  Princor  Mutual  Fund  accounts or are
          opening one at this time. Class A shares,  including Class A shares of
          the Money Market Funds  acquired by exchange of other  Princor  Funds,
          and Class B shares are combined for Rights of Accumulation purposes. A
          reduced  sales charge is  available  as described in the  Statement of
          Additional Information.

          ____ -___________________________     ____-___________________________
          Account Number                        Account Number

          ____ -___________________________     ____-___________________________
          Account Number                        Account Number


_____ C.  Designated  Investors  who may  Purchase  Class A Shares  at a Reduced
          Sales  Charge  (Additional   information  may  be  required.  See  the
          Statement of Additional Information for details.)

          ___ No sales charge applies because of the following:_________________

          ___ A reduced  sales charge  applies as outlined  within the
              Statement of Additional Information: (specify, e.g., payroll 
              deduction plan)___________________________________________________

            INSTRUCTIONS FOR COMPLETING THE PRINCOR FUND APPLICATION

Sections  1-4 of the account  application  must be  completed  to  establish  an
account.  (Do not use this  application to establish an IRA or 403(b)  account.)
Optional  features may be elected in Section 5 and an indication that a purchase
is or may be eligible for a reduced sales charge must be made in Section 6. Mail
the completed application with a check for the purchase amount to: Princor, P.O.
Box 10423,  Des Moines,  Iowa  50306-0423.  For  assistance  in  completing  the
application, call toll-free 1-800-247-4123.

SECTION 1:    ACCOUNT  REGISTRATION

     If this  account  has  more  than  one  shareholder,  the  account  will be
     registered  "JOINT TENANTS WITH RIGHTS OF  SURVIVORSHIP"  unless  otherwise
     specified.  For a Uniform Gift/Transfer to Minors Act ("UTMA") account, use
     the name of the adult custodian on the owner line and the name of the child
     on the joint owner line.  Use the child's  social  security  number.  For a
     trust,  corporation,  partnership  or other entity,  complete the first two
     lines  exactly as the  registration  should appear and attach a copy of the
     trust agreement,  corporate resolution identifying the person authorized to
     act on behalf of the corporation or partnership agreement, as applicable.

SECTION 2:    INVESTMENT DIRECTION

     Indicate in this section:

     o The Fund or Funds (see  below) in which you want to invest.  Each Fund is
       assigned  a number  for its Class A shares  and its  Class B shares.  The
       table below lists the Fund  numbers.  Write the Fund number for the class
       of shares in which you choose to invest in the "FUND NUMBER" column.

                                                ___Fund Number___
                                               Class A     Class B
          GROWTH-ORIENTED FUNDS                shares      shares

     Balanced Fund                               105         205
     Blue Chip Fund                              110         210
     Capital Accumulation Fund                   120         220
     Emerging Growth Fund                        130         230
     Growth Fund                                 140         240
     World Fund                                  165         265
                                                 ___Fund Number___
                                                 Class A     Class B
         INCOME-ORIENTED FUNDS                   shares      shares

     Bond Fund                                     115         215
     Government Securities Income Fund             135         235
     High Yield Fund                               145         245
     Limited Term Bond Fund                        147         247
     Tax-Exempt Bond Fund                          150         250
     Utilities Fund                                160         260

         MONEY MARKET FUNDS

     Cash Management Fund                           125
     Tax-Exempt Cash Management Fund                155

     o The amount (lump sum, monthly, or both) you are investing. To establish a
       monthly  Authomatic  Investment  Plan  (AIP)  complete  Section  2 of the
       application,   the  Check   Authorization   Form  at  the  end  of  these
       instructions  and include a voided  check or deposit  slip.  If a monthly
       investment date is not provided in Section 2, monthly investments will be
       completed on the 15th day of each month, or the following business day if
       the 15th is not a business day. An additional  waiver form is required to
       invest  more  than  $250,000  in  Class B  shares.  Ask  your  registered
       representative  for  details.  The minimum  amounts you may invest are as
       follows:

                                          Monthly
                             Initial  Amounts on AIP or         Additional Lump
      Type of Investment   Lump Sums  Payroll Deduction         Sum Investments

 oGrowth - or Income -      $1,000    $25                             $100
  Oriented Funds
 oMoney Market Funds        $1,000    $100 ($25 monthly if            $100
                                      the account has been
                                      established with $1,000).
  oPATH Direction           $10,000   $100 (only available after      $500
  (A PATH selection form              initial $10,000 investment
  must also be completed.)            is made).

SECTION 3:    INVESTOR INFORMATION

     This section must be completed to establish an account.  The information is
     necessary to enable Princor to fulfill its obligation to determine  whether
     the investment is suitable.

SECTION 4:    SIGNATURE AND TAX NUMBER CERTIFICATION

     The  application  must be signed exactly as your name appears in Section 1.
     If the account is registered to multiple owners, all owners must sign.

SECTION 5:    OPTIONAL FEATURES

     Optional account features and services are available. The options include:

       A. Decline Telephone Services

       B. Dividend/Distribution  Elections - Indicate whether you want dividends
          and capital  gains  distributions,  if any,  paid in cash or paid to a
          bank account or invested in shares of another  Princor Fund. If you do
          not indicate otherwise, dividends and capital gains distributions will
          be  reinvested,  at no charge,  in additional  shares of the Fund from
          which they are paid. If distributions  are directed to a bank account,
          include a voided check or deposit  slip.  You may also have  dividends
          and capital gains  distributions  from one Princor Fund  automatically
          invested  in  shares  of the same  class of  another  Princor  Fund by
          indicating the receiving Fund number under the Dividend Relay section.
          You must also complete the  "Distribution  to Bank Account"  choice if
          you want fund redemptions directed to a bank account. A wire charge of
          up to $6 may  apply  to  each  payment  wired  to a bank  account.  No
          additional  charge  applies  if  payments  are  transferred  to a bank
          account by means of an electronic funds transfer,  but such a transfer
          may take up to 3 days to complete.

       C. Checkwriting (for Class A shares of the Money Market Funds)

       D. Automatic Exchange Election - Complete this section to make monthly or
          quarterly  investments  in one or more  Princor  Funds  by  exchanging
          shares of the same class from another Princor Fund.  Class A shares of
          the Limited Term Bond Fund can be exchanged  only after they have been
          owned for 90 days or more.  If an exchange  date is not  indicated  in
          this section,  automatic  exchanges will be completed on the 15th day,
          or next business day if the 15th is not a business day.

       E. Periodic  Withdrawal  Election  -  Complete  this  section  to receive
          periodic withdraws from a fund account.  Also complete Section 5.B. if
          withdrawals  are directed to a bank account.  If no date is indicated,
          periodic  withdrawals  will be  completed on the 15th day, or the next
          business day if the 15th is not a business day.

SECTION 6:    SALES CHARGE REDUCTION PRIVILEGES

     Class A shares of the Funds may be purchased  at a reduced  sales charge in
one of three ways:

       A. Statement of Intention - Complete this section if you, your spouse and
          dependents will be investing  $50,000 or more over a 13-month  period,
          or $1 million or more over a 2-year period.

       B. Rights of  Accumulation  - Complete  this section to combine for sales
          charge purposes accounts owned by you, your spouse and dependents.

       C. Designated  Investors - Complete  this  section if you are  purchasing
          shares  as a  member  of a  group  identified  in  the  Prospectus  or
          Statement of Additional  Information eligible for reduced sales charge
          privileges.

- --------------------------------------------------------------------------------
                            CHECK AUTHORIZATION FORM

I request Princor  Financial  Services  Corporation  ("Princor") or Norwest Bank
Iowa, N.A., acting as agent for Princor,  to obtain payment of the sums becoming
due Princor by charging my account in the form of checks,  drafts, or electronic
debit entries, and I request and authorize the financial institution named below
to  accept  and  honor  the same and to  charge  the  same to my  account.  This
Authorization will remain in effect until I notify Princor 31 days in advance in
writing  to  terminate.  This  Authorization  will  become  effective  only upon
acceptance by Princor at its home office. 

Bank/Financial Institution Information
(please print clearly)

Clearly  print the  bank/financial  institution  name and  address  on the lines
below.
- -----------------------------------------------  

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

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

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


- ---------------------------------------------    ------------------------  
SIGNATURE OF DEPOSITOR                           DATE                      
                                                 
- ---------------------------------------------
SIGNATURE OF JOINT DEPOSITOR

(------)---------------------------   
DEPOSITOR'S DAYTIME TELEPHONE         

(Joint signatures are required when bank account is in joint names.  Please sign
exactly as appearing on your bank's records and attach a voided check or deposit
slip.)


Please check one:

 __ Checking  
             
 __ Savings  
             
             
- ---------------------------            
ACCOUNT NAME (if other than name of Depositor)

- --------------------------- 
BANK ACCOUNT NUMBER         
                            
- ------------------------    
TRANSIT NUMBER              



                                                               FUND USE ONLY
                                                            
                                                              Account Number

 
                                    PRINCOR IRA APPLICATION
 


A. Account
   Registration    ______________________________________________________ 
   Please print    First Name        Middle Initial               Last    
                    
                   ______________________________________________________ 
                   Street address
                                                                          
                   ______________________________________________________ 
                   City         State               Zip
                   Home phone #                                           
                   (______)____________________________                   
                                                                          
                   Daytime/business phone #                               
                   (______)____________________________                   

                   Date of birth ________________________             
                                  Mo.           Day    Yr.            
                                                   
                   Social Security # ____________________             
                                                   
                   Are you subject to backup withholding?             
                   __ Yes         __ No                          
                                                   
                   Are you a U.S. Citizen?   __ Yes   __ No           
                   If you are a resident alien, attach IRS Form 1078. 
                   If you are a nonresident alien, specify country    
                   of residence and attach IRS Form W-8               
                   ______________________________                    


B. Source of Rollover   Source of assets to be rolled over:
   Assets               ________________________________________________________
Note: This application   Name of plan                Principal Mutual Contract #
is used only for IRAs 
established with rollovers
from retirement plans 
administered by Principal    If you are over age 70 1/2, you must receive 
Mutual Life Insurance        distributions from this plan under IRS regulations.
Company. For all other       The Required Minimum Distribution (RMD) for this 
IRAs, use Form MM-394.       year may not be included in the rollover.

                             __  Please indicate if you have begun to receive 
                                 distributions from the previous plan.

C. Investment Direction           
I elect to invest the assets rolled over from my employer's  retirement  plan as
follows:
        PRINCOR FUND (code)                              ROLLOVER INVESTMENT
 __   Balanced Fund, Inc.  (305)                     $           or           %
 __   Blue Chip Fund, Inc. (310)                     $           or           %
 __   Bond Fund, Inc.      (315)                     $           or           %
 __   Capital Accumulation Fund, Inc. (320)          $           or           %
 __   Cash Management Fund, Inc. (325)               $           or           %
 __   Emerging Growth Fund, Inc. (330)               $           or           %
 __   Government Securities Income Fund, Inc. (335)  $           or           %
 __   Growth Fund, Inc.     (340)                    $           or           %
 __   High Yield Fund, Inc. (345)                    $           or           %
 __   Limited Term Bond Fund, Inc.  (347)            $           or           %
 __   Utilities Fund, Inc.  (350)                    $           or           %
 __   World Fund, Inc.      (355)                    $           or           %
 __   Conservative Growth PATH Model                 $           or           %
 __   Moderate Growth PATH Model                     $           or           %
 __   Dynamic Growth PATH Model                      $           or           %
                                                TOTAL                 100%

If a PATH Model is selected  ($10,000 minimum  required),  shares of the Princor
mutual funds will be purchased in proportions established by the current model.

         Indicate your rebalancing
         choice here:
         __ Quarterly
         __ Semiannually
         __ Annually
         __ By Request Only


D. Decline Telephone    
   Transaction Services     
                            
 __ Please check if you DO NOT wish to authorize telephone transaction services.
    (Telephone transaction services automatically apply if box is not checked.)
    Note: All distribution requests from IRA accounts must be in writing on 
    forms provided by Princor.

E. Automatic Exchange Election
   See Prospectus for details.
   Not available for PATH
   investors.

Please complete to make the Automatic Exchange Election and authorize  automatic
exchanges as indicated below:


     Fund From Which   Exchange  (M)onthly or                    Dollar  
     Exchange is Made    Date    (Q)uarterly  Receiving Fund     Amount   
   1.                                                           $            
   2.                                                           $            
   3.                                                           $            
__ Check here if exchange is from Class A shares of the Cash  Management Fund to
   Class R shares of another fund.

F.  Investor             
    Information        
    This Section Must 
    Be Completed      
                         
Investment objective(s):   
__ Long-Term Growth __ Growth and Income __  Current Income
Estimated Income (in thousands for current tax year)
__ Under $25     __ $25-$50      __ $51-$100      __ Over $100
Approximate Net Worth (in thousands)
__ Under $25     __ $25-$50      __ $51-$100      __ $101-$250    __  Over $250
Tax Bracket  _________% Occupation:_____________________________________________
Other Investments (amount) $_______________invested in__________________________
Are you an associated person of an NASD member firm?  __ No   __ Yes
________________________________________________________________________________
Name and address of member firm 

G.    Beneficiary Instructions        
      If not completed, we will       
      assume the estate of the        
      investor to be the beneficiary  
      which may result in adverse     
      tax consequences at death. If   
      you have additional             
      beneficiaries, please attach a  
      separate list.                 
                                      

Primary Beneficiaries                                                         

At your death, the assets in this Princor IRA will be distributed to the primary
beneficiary(ies)  named below. If two or more primary  beneficiaries  are named,
they will receive  equal  amounts  unless you specify  otherwise.  If one of the
named  primary  beneficiaries  dies  before  you,  that  person's  share will be
distributed  proportionately among the surviving primary  beneficiaries,  unless
you select one of the following options:

__   If a primary  beneficiary  dies before  you,  that  person's  share will be
     distributed to their surviving lineal descendants in equal shares; OR
__   If a primary  beneficiary  dies before  you,  that  person's  share will be
     distributed to your estate.
     Name                          Relationship    Social Security #     %
_________________________________  _____________   _________________  _________
_________________________________  _____________   _________________  _________
_________________________________  _____________   _________________  _________
Secondary Beneficiaries                                                        

If no primary  beneficiary  survives  you, the secondary  beneficiary(ies)  will
receive  the  assets  in  your  account  in  equal  shares  unless  you  specify
otherwise.
     Name                          Relationship    Social Security #     %
_________________________________  _____________   _________________  _________
_________________________________  _____________   _________________  _________
_________________________________  _____________   _________________  _________
Are you married?   __ Yes   __ No                                             

H.  Signature

I hereby  establish a Princor IRA  account  and  appoint  Principal  Mutual Life
Insurance  Company as  custodian.  I direct  that  contributions  be invested as
authorized  in Section C, and  designate  the  individual(s)  in Section G as my
beneficiary(ies).  I have received and read the prospectus, Custodial Agreement,
IRA Disclosure  Statement and this  application and agree to all their terms and
conditions.   I  acknowledge   that  I  am  responsible   for   determining  the
deductibility of any contributions that may be made in the future to my account.
I  certify  that  I  have  satisfied  all  rules  applicable  to  this  rollover
distribution,  and I irrevocably elect to treat this Qualified Plan distribution
as nontaxable and ineligible for any special tax treatment that may otherwise be
available.  I consent to an annual  maintenance fee as provided in the Custodial
Agreement.  I understand the investment  objective(s) of the Princor Fund(s) for
which I am  applying  and  believe  such  to be  compatible  with my  investment
objective(s).  I understand that telephone  transaction services (which includes
telephone exchange  services) apply unless I have specifically  declined them on
this  application,  that I bear the risk of loss  resulting  from any fraudulent
telephone  transaction  request which the Fund reasonably believes to be genuine
and the Fund has adopted  procedures  designed to reduce the risk of  fraudulent
transactions,  which are described in the prospectus. I certify under penalty of
perjury that the Social Security number shown in Section A is correct.  (The IRS
does not require your consent to any  provision of this  application  other than
the certification in the preceding sentence.)


________________________________________________________________________________
        Participant's Signature                                             Date

I. To Be Completed                                                              
   by Selling Firm   

Dealer's Name __________________________________________________________________

By _____________________________________________________________________________
                         Authorized Signature of Dealer

Home Office Address ____________________________________________________________

City, State, Zip _______________________________________________________________

================================================================================

Address of Office Servicing Account:                                      
                                                                          
                                                                          
                                                                          
City  __________________________________________________________________________
                                                                          
State, Zip _____________________________________________________________________
                                                                          
Telephone  _____________________________________________________________________

================================================================================

         Make checks payable to "Principal Mutual Life Insurance Company
                  as custodian FBO (participant's name) IRA."

                          Mail this completed form to:
         Princor Financial Services Corporation, Attention: Princor IRA
                     P.O. Box 10423, Des Moines, Iowa 50306


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