PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND INC
N-1A EL/A, 1997-08-27
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                                                                   333-29131
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                               _________________

                        PRE-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

                               _________________

                   PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
               (Exact name of Registrant as specified in Charter)

                         The Principal Financial Group
                             Des Moines, Iowa 50392
                    (Address of principal executive offices)

                        Telephone number (515) 248-3842

                               _________________

MICHAEL D. ROUGHTON copy to:                JOHN W. BLOUCH, L.L.P.
The Principal Financial Group               Suite 405 West
Des Moines, Iowa  50392                     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
           X   on August 29, 1997 pursuant to paragraph (b) of Rule 485
               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.

Approximate  date of Proposed  Public  Offering:  As soon as  practicable  after
effective date of Registration Statement.
<PAGE>
<TABLE>
<CAPTION>
                       Principal International Emerging Markets Fund, Inc.

                       Registration Statement on Form N-1A
                              Cross Reference Sheet

Form N-1A Item                                                    Caption in Prospectus 

Part A 

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


Part B                                                            Statement of Additional Information Caption** 

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

 * Omitted because answer is negative or item is not applicable. 
** Prospectus caption given where appropriate.
</TABLE>
<PAGE>
 
     This  Prospectus  describes  a family  of  investment  companies  ("Princor
Funds") which has been organized by Principal Mutual Life Insurance Company. The
Princor Funds include fourteen funds with the "Princor" name and two "Principal"
funds. Together they provide the following range of investment objectives:

                              GROWTH-ORIENTED FUNDS

                                    Domestic

Princor  Balanced  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.

                                  International

Principal  International  Emerging Markets Fund, Inc. seeks to achieve long-term
growth of capital by  investing  primarily  in equity  securities  of issuers in
emerging market countries.

Principal International SmallCap Fund, Inc. seeks to achieve long-term growth of
capital  by  investing  primarily  in equity  securities  of  non-United  States
companies with comparatively smaller market capitalizations.

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 August 29, 1997.
    

Princor High Yield Fund, Inc. seeks high current income  primarily by purchasing
high yielding, lower or non-rated fixed income securities which are believed not
to 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 August 29, 1997 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  .........................................................   3
     Financial Highlights...............................................   9
     Investment Objectives, Policies and Restrictions...................  21
         Growth-Oriented Funds..........................................  21
             Domestic...................................................  21
             International..............................................  24
         Income-Oriented Funds..........................................  26
         Money Market Funds.............................................  32
         Certain Investment Policies and Restrictions...................  34
     Risk Factors.......................................................  36
     How the Funds are Managed..........................................  36
     How to Purchase Shares.............................................  39
     Offering Price of Funds' Shares ...................................  40
     Distribution and Shareholder Servicing Plans and Fees..............  42
     Determination of Net Asset Value of Funds' Shares..................  43
     Distribution of Income Dividends and Realized Capital Gains .......  43
     Tax Treatment of the Funds, Dividends and Distributions ...........  45
     How to Exchange Shares.............................................  46
     How to Sell Shares.................................................  47
     Periodic Withdrawal Plan...........................................  48
     Performance Calculation............................................  49
     General Information About a Fund Account...........................  50
     Retirement Plans...................................................  51
     Shareholder Rights.................................................  51
     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,  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
                                                           on Purchases                                     Deferred Sales
          Fund                                 (as a percentage of offering price)                              Charge
<S>                                                           <C>                                                <C>   
     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
</TABLE>
<TABLE>
<CAPTION>

                                                                        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%               .23%            .45%                  1.28%
     Blue Chip Fund                                    .50                .25             .58                   1.33
     Bond Fund                                         .47                .23             .25                    .95***
     Capital Accumulation Fund                         .43                .10             .16                    .69
     Cash Management Fund                              .37               None             .29                    .66***
     Emerging Growth Fund                              .62                .21             .49                   1.32
     Government Securities Income Fund                 .46                .17             .16                    .81
     Growth Fund                                       .46                .21             .41                   1.08
     High Yield Fund                                   .60                .25             .41                   1.26
     International Emerging Markets Fund              1.25                .25             .55                   2.05****
     International SmallCap Fund                      1.20                .25             .55                   2.00****
     Limited Term Bond Fund                            .23                .10             .56                    .89***
     Tax-Exempt Bond Fund                              .48                .19             .11                    .78
     Tax-Exempt Cash Management Fund                   .43               None             .28                    .71***
     Utilities Fund                                    .52                .25             .40                   1.17***
     World Fund                                        .73                .18             .54                   1.45

<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.

     **** Estimated expenses.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                    CLASS B SHARES
   TABLE B                                                             Shareholder Transaction Expenses*
                                                                                           Contingent Deferred Sales Charge
                                                       Maximum Sales Load                  (as a percentage of the lower of
                                                      Imposed on Purchases                   the original purchase price
            Fund                              (as a percentage of offering price)              or redemption proceeds)
<S>                                                            <C>                     <C>
     All Funds Except Limited Term Bond Fund                   None                            Redemptions During Year
                                                                                               -----------------------
                                                                                          1     2    3     4    5     6    7
                                                                                          ----------------------------------
                                                                                          4%    4%   3%    3%   2%    1%   0%

     Limited Term Bond Fund                                    None                             Redemptions During Year
                                                                                                -----------------------
                                                                                          1     2    3     4    5     6    7
                                                                                          ----------------------------------
                                                                                        1.25% 1.25% .75%  .75% .50%  .25%  0%
</TABLE>

<TABLE>
<CAPTION>
                                                                        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%              .90%             .63%                2.13%
     Blue Chip Fund                                    .50               .90              .79                 2.19
     Bond Fund                                         .39               .90              .40                 1.69**
     Capital Accumulation Fund                         .43               .90              .37                 1.70
     Cash Management Fund                              .00               .51              .99                 1.50**
     Emerging Growth Fund                              .62               .81              .58                 2.01
     Government Securities Income Fund                 .46               .87              .27                 1.60
     Growth Fund                                       .46               .80              .53                 1.79
     High Yield Fund                                   .60               .93              .84                 2.38
     International Emerging Markets Fund              1.25               .90              .55                 2.75***
     International SmallCap Fund                      1.20               .90              .55                 2.65***
     Limited Term Bond Fund                            .00               .43              .72                 1.15**
     Tax-Exempt Bond Fund                              .48               .72              .32                 1.52
     Tax-Exempt Cash Management Fund                   .00               .75              .72                 1.47**
     Utilities Fund                                    .47               .88              .58                 1.93**
     World Fund                                        .73               .92              .63                 2.28

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

  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:

<TABLE>
<CAPTION>
                                                  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                             $60       $63       $86       $99      $114      $137       $195      $214
     Blue Chip Fund                            $57       $63       $76      $101       $98      $140       $159      $220
     Bond Fund                                 $57       $59       $76       $86       $98      $115       $159      $171
     Capital Accumulation Fund                 $54       $59       $69       $87       $84      $116       $129      $161
     Cash Management Fund                       $7       $57       $21       $81       $37      $106        $82      $146
     Emerging Growth Fund                      $60       $62       $87       $96      $116      $131       $199      $208
     Government Securities Income Fund         $55       $58       $72       $84       $90      $111       $143      $159
     Growth Fund                               $58       $59       $80       $89      $104      $120       $173      $183
     High Yield Fund                           $60       $65       $86      $107      $113      $150       $193      $231
     International Emerging Markets Fund       $67       $68      $109      $116       N/A       N/A        N/A       N/A
     International SmallCap Fund               $67       $68      $107      $115       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                    $24       $25       $43       $45       $64       $69       $123      $129
     Tax-Exempt Bond Fund                      $55       $57       $71       $81       $89      $107       $140      $152
     Tax-Exempt Cash Management Fund            $7       $56       $23       $80       $40      $104        $88      $145
     Utilities Fund                            $59       $61       $83       $93      $109      $127       $183      $196
     World Fund                                $62       $64       $91      $104      $123      $145       $213      $231
</TABLE>

  Example B

     You would pay the following  expenses on the same  investment,  assuming no
redemption:

<TABLE>
<CAPTION>
                                                   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                             $60       $22       $86       $67      $114      $114       $195      $214
     Blue Chip Fund                            $57       $22       $76       $69       $98      $117       $159      $220
     Bond Fund                                 $57       $17       $76       $53       $98       $92       $159      $171
     Capital Accumulation Fund                 $54       $17       $69       $54       $84       $92       $129      $161
     Cash Management Fund                       $7       $15       $21       $47       $37       $82        $82      $146
     Emerging Growth Fund                      $60       $20       $87       $63      $116      $108       $199      $208
     Government Securities Income Fund         $55       $16       $72       $50       $90       $87       $143      $159
     Growth Fund                               $58       $18       $80       $56      $104       $97       $173      $183
     High Yield Fund                           $60       $24       $86       $74      $113      $127       $193      $231
     International Emerging Markets Fund       $67       $27      $109       $84       N/A       N/A        N/A       N/A
     International SmallCap Fund               $67       $27      $107       $82       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                    $24       $12       $43       $37       $64       $63       $123      $129
     Tax-Exempt Bond Fund                      $55       $15       $71       $48       $89       $83       $140      $152
     Tax-Exempt Cash Management Fund            $7       $15       $23       $46       $40       $80        $88      $145
     Utilities Fund                            $59       $20       $83       $61      $109      $104       $183      $196
     World Fund                                $62       $23       $91       $71      $123      $122       $213      $231

<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 .97% for the Bond
Fund, .67% for the Cash Management  Fund,  1.16% for the Limited Term Bond Fund,
1.25% for the Utilities Fund and .77% for the Tax-Exempt Cash  Management  Fund,
and for the  Class B  shares,  1.79%  for the  Bond  Fund,  3.94%  for the  Cash
Management  Fund,  1.94% for the Limited Term Bond Fund, 2.06% for the Utilities
Fund, and 27.43% for the 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 29, 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,  1.25% for the
Limited  Term Bond Fund,  1.90% for the  Utilities  Fund and 1.50% for the Money
Market Funds.  The foregoing  examples assume the  continuation of these waivers
throughout the periods shown.

What the Funds Offer Investors

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

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

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

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

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

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

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

Investment Objectives of the Funds

                              GROWTH-ORIENTED FUNDS

                                    Domestic

                 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.

                                  International

                 Fund                              Investment Objectives

     Principal  International  Emerging  Markets Fund, Inc.  Long-term growth of
          capital.  The Fund  will  invest  primarily  in equity  securities  of
          issuers in emerging market countries.

     Principal  International  SmallCap Fund, Inc.  Long-term growth of capital.
          The Fund will invest  primarily  in equity  securities  of  non-United
          States companies with comparatively smaller market capitalizations.

     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.

                               MONEY MARKET FUNDS

                   Fund                         Investment Objectives

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

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

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

The Risks of Investing

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

How to Buy Shares

     An  individual   investor  can  become  a  shareholder  by  completing  the
application that accompanies this Prospectus and mailing it, along with a check,
to Princor Financial Services Corporation  ("Princor"),  a broker-dealer that is
also the principal  underwriter  for the Funds.  The initial  investment for the
Funds must be at least $1,000 ($250 for an account established under the Uniform
Gifts to Minors Act or Uniform  Transfers Act). 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 and minimum  investment  amounts do not apply to certain  Money Market Fund
accounts. 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
<S>                                     <C>        <C>       <C>          <C>        <C>           <C>         <C>         <C>
     Year Ended October 31,
       1996                             $13.74     $.38      $1.59        $1.97      $(.43)        $(.67)      $(1.10)     $14.61   
       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      .29       1.55         1.84       (.32)         (.67)        (.99)      14.56   
     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      .23       2.45         2.68       (.26)         (.35)        (.61)      17.10   
       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      .11       2.41         2.52       (.13)         (.35)        (.48)      17.03   
     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      .45       5.48         5.93       (.43)        (1.47)       (1.90)      27.72   
       1995                              20.83      .45       3.15         3.60       (.39)         (.35)        (.74)      23.69   
       1994                              21.41      .39        .93         1.32       (.41)        (1.49)       (1.90)      20.83   
       1993                              21.34      .43       1.67         2.10       (.43)        (1.60)       (2.03)      21.41   
       1992                              19.53      .45       1.82         2.27       (.46)            _         (.46)      21.34   
       1991                              14.31      .49       5.24         5.73       (.51)            _         (.51)      19.53   
       1990                              18.16      .52      (3.64)       (3.12)      (.40)         (.33)        (.73)      14.31   
Four Months Ended October 31, 1989 (h)   19.11      .18       (.06)         .12       (.29)         (.78)       (1.07)      18.16   
     Year Ended June 30,
       1989                              18.82      .53       1.10         1.63       (.51)         (.83)       (1.34)      19.11   
       1988                              21.66      .44      (1.06)        (.62)      (.41)        (1.81)       (2.22)      18.82   
       1987                              20.47      .31       3.33         3.64       (.30)        (2.15)       (2.45)      21.66   
 
     Class B
     Year Ended October 31, 1996         23.61      .21       5.45         5.66       (.22)        (1.47)       (1.69)      27.58   
     Period Ended October 31, 1995 (f)   19.12      .33       4.46         4.79       (.30)            _         (.30)      23.61   
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                            Ratios / Supplemental Data
                                           -------------------------------------------------------------------------
                                                                                 Ratio of Net                           
                                                                       Ratio of   Investment                            
                                                        Net Assets at Expenses to  Income to  Portfolio    Average      
                                               Total    End of Period   Average     Average    Turnover   Commission    
                                            Return (a) (in thousands) Net Assets  Net Assets     Rate     Rate Paid     
                                                                                                                        
   Princor Balanced Fund, Inc.(b)                                                                                       
        Class A                                                                                                         
                                                                                                                   
     Year Ended October 31,                                                                                             
<S>    <C>                                   <C>       <C>             <C>          <C>         <C>        <C>          
       1996                                   15.10%   $   70,820      1.28%        2.82%       32.6%      $.0421       
       1995                                   14.18%       57,125      1.37%        3.21%       35.8%         N/A       
       1994                                     .94%       53,366      1.51%        2.70%       14.4%         N/A       
       1993                                   12.24%       39,952      1.35%        2.78%       27.5%         N/A       
       1992                                   11.86%       31,339      1.29%        3.39%       30.6%         N/A       
       1991                                   34.09%       23,372      1.30%        4.25%       23.6%         N/A       
       1990                                  (11.28)%      18,122      1.32%        5.22%       33.7%         N/A       
       1989                                   11.03%       20,144      1.25%        5.45%       30.2%         N/A       
     Period Ended October 31, 1988 (c)        12.42%(d)    16,282      1.12%(e)     4.51%(e)    65.2%(e)      N/A             
                                                                                                                        
     Class B                                                                                                            
     Year Ended October 31, 1996              14.10%        5,964      2.13%        1.93%       32.6%       .0421       
     Period Ended October 31, 1995 (f)        18.72%(d)     1,263      1.91%(e)     2.53%(e)    35.8%(e)      N/A       
                                                                                                                        
   Princor Blue Chip Fund, Inc.                                                                                         
     Class A                                                                                                            
     Year Ended October 31,                                                                                             
       1996                                   18.20%       44,389      1.33%        1.41%       13.3%       .0456       
       1995                                   22.65%       35,212      1.38%        1.83%       26.1%         N/A       
       1994                                    6.58%       27,246      1.46%        1.72%        5.5%         N/A       
       1993                                    5.65%       23,759      1.25%        1.87%       11.2%         N/A       
       1992                                    9.92%       19,926      1.56%        1.49%       13.5%         N/A       
     Period Ended October 31, 1991(g)          6.37%(d)    12,670      1.71%(e)     1.67%(e)     0.4%(e)      N/A       
                                                                                                                        
     Class B                                                                                                            
     Year Ended October 31, 1996              17.18%        6,527      2.19%         .49%       13.3%       .0456       
     Period Ended October 31, 1995  (f)       26.20%(d)     1,732      1.90%(e)      .97%(e)    26.1%(e)      N/A       
                                                                                                                        
   Princor Capital Accumulation                                                                                         
   Fund, Inc.                                                                                                           
     Class A                                                                                                            
     Year Ended October 31,                                                                                             
       1996                                   26.41%      435,617       .69%        1.82%       50.2%       .0421       
       1995                                   17.94%      339,656       .75%        2.08%       46.0%         N/A       
       1994                                    6.67%      285,965       .83%        2.02%       31.7%         N/A       
       1993                                   10.42%      240,016       .82%        2.16%       24.8%         N/A       
       1992                                   11.67%      190,301       .93%        2.17%       38.3%         N/A       
       1991                                   40.63%      152,814       .99%        2.72%       19.7%         N/A       
       1990                                  (17.82)%     109,507      1.10%        3.10%       27.7%         N/A       
Four Months Ended October 31, 1989 (h)          .44%(d)   122,685      1.10%(e)     2.87%(e)    19.7%(e)      N/A       
     Year Ended June 30,                                                                                                
       1989                                    9.53%      117,473      1.00%        3.04%       28.1%         N/A       
       1988                                   (2.30)%      97,147       .96%        2.40%       27.9%         N/A       
       1987                                   20.93%       93,545       .98%        1.73%       20.0%         N/A       
                                                                                                                        
     Class B                                                                                                            
     Year Ended October 31, 1996              25.19%        9,832      1.70%         .80%       50.2%       .0421       
     Period Ended October 31, 1995 (f)        25.06%(d)     2,248      1.50%(e)     1.07%(e)    46.0%(e)      N/A       

<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     $.14      $5.05        $5.19      $(.14)        $(.75)       $(.89)      $35.75  
       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     (.04)      4.97         4.93       (.01)         (.75)        (.76)       35.48  
   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      .35       3.50         3.85       (.35)        (1.18)       (1.53)       39.54  
       1995                              31.14      .35       6.67         7.02       (.31)         (.63)        (.94)       37.22  
       1994                              30.41      .26       2.56         2.82       (.28)        (1.81)       (2.09)       31.14  
       1993                              28.63      .40       2.36         2.76       (.42)         (.56)        (.98)       30.41  
       1992                              25.92      .39       3.32         3.71       (.40)         (.60)       (1.00)       28.63  
       1991                              16.57      .41       9.32         9.73       (.38)            _         (.38)       25.92  
       1990                              19.35      .35      (1.99)       (1.64)      (.34)         (.80)       (1.14)       16.57  
   Four Months Ended October 31, 1989(f) 18.35      .08       1.17         1.25       (.16)         (.09)        (.25)       19.35  
   Year Ended June 30,
       1989                              19.84      .32        .36          .68       (.29)        (1.88)       (2.17)       18.35  
       1988                              23.27      .26      (2.08)       (1.82)      (.22)        (1.39)       (1.61)       19.84  
       1987                              21.85      .21       3.72         3.93       (.27)        (2.24)       (2.51)       23.27  
 
     Class B
     Year Ended October 31, 1996         37.10      .08       3.48         3.56       (.05)        (1.18)       (1.23)       39.43  
     Period Ended October 31, 1995 (e)   28.33      .21       8.76         8.97       (.20)            _         (.20)       37.10  
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                             Ratios / Supplemental Data
                                                       -------------------------------------------------------------------------

                                                                                            Ratio of Net                          
                                                                                  Ratio of   Investment                           
                                                                   Net Assets at Expenses to  Income to   Portfolio    Average    
                                                          Total    End of Period   Average     Average    Turnover    Commission  
                                                       Return (a) (in thousands) Net Assets  Net Assets     Rate       Rate Paid  
                                                                                                                                  
   Princor Emerging Growth Fund, Inc.                                                                                             
     Class A                                                                                                                      
   Year Ended October 31,                                                                                                         
<S>    <C>                                               <C>         <C>           <C>          <C>         <C>        <C>        
       1996                                               16.89%     $229,465      1.32%         .46%       12.3%      $.0391     
       1995                                               26.41%      150,611      1.47%         .47%       13.5%         N/A     
       1994                                                6.86%       92,965      1.74%         .02%        8.1%         N/A     
       1993                                               19.66%       48,668      1.66%         .26%        7.0%         N/A     
       1992                                               11.63%       29,055      1.74%         .80%        5.8%         N/A     
       1991                                               64.56%       17,174      1.78%        1.14%        8.4%         N/A     
       1990                                              (16.80)%       8,959      1.94%        2.43%       15.8%         N/A     
       1989                                               19.65%        8,946      1.79%        2.09%       13.5%         N/A     
   Period Ended October 31, 1988 (b)                      19.72%(c)     6,076      1.52%(d)      .84%(d)    19.5%(d)      N/A     
                                                                                                                                  
     Class B                                                                                                                      
   Year Ended October 31, 1996                            16.07%       28,480      2.01%        (.24)%      12.3%       .0391     
   Period Ended October 31,1995 (e)                       35.65%(c)     8,997      2.04%(d)     (.17)%(d)   13.5%(d)      N/A     
                                                                                                                                  
   Princor Growth Fund, Inc.                                                                                                      
     Class A                                                                                                                      
     Year Ended October 31,                                                                                                       
       1996                                               10.60%      228,361      1.08%        0.95%        1.8%       .0443     
       1995                                               23.29%      174,328      1.16%        1.12%       12.2%         N/A     
       1994                                                9.82%      116,363      1.30%         .95%       13.6%         N/A     
       1993                                                9.83%       80,051      1.26%        1.40%       16.4%         N/A     
       1992                                               14.76%       63,405      1.19%        1.46%       15.6%         N/A     
       1991                                               59.30%       45,892      1.13%        1.85%       10.6%         N/A     
       1990                                               (9.20)%      28,917      1.18%        1.88%        9.7%         N/A     
   Four Months Ended October 31, 1989(f)                   6.83%(c)    32,828      1.22%(d)     1.25%(d)    50.1%(d)      N/A     
   Year Ended June 30,                                                                                                            
       1989                                                4.38%       31,770      1.08%        1.78%        9.7%         N/A     
       1988                                               (7.19)%      34,316      1.00%        1.29%       24.9%         N/A     
       1987                                                20.94%      37,006      1.01%        1.07%        4.0%         N/A     
                                                                                                                                  
     Class B                                                                                                                      
     Year Ended October 31, 1996                           9.80%       24,019      1.79%         .22%        1.8%       .0443     
     Period Ended October 31, 1995 (e)                    31.48%(c)     8,279      1.80%(d)      .31%(d)    12.2%(d)      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 $.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>      
       1996                             $10.94     $.44 (b)   $.45         $.89      $(.43)         $ _         $(.43)     $11.40   
       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      .36 (b)   0.43         0.79       (.34)           _          (.34)      11.38   
     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      .10       1.17         1.27       (.08)         (.33)        (.41)       8.14   
       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      .03       1.15         1.18       (.02)         (.33)        (.35)       8.07   
     Period Ended October 31, 1995 (f)    6.71      .05        .51          .56       (.03)           _          (.03)       7.24   
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                       Ratios / Supplemental Data
                                              -------------------------------------------------------------------------
                                                                                  Ratio of Net                            
                                                                        Ratio of   Investment                             
                                                         Net Assets at Expenses to  Income to   Portfolio    Average      
                                                Total    End of Period   Average     Average    Turnover    Commission    
                                             Return (a) (in thousands) Net Assets  Net Assets     Rate       Rate Paid    
                                                                                                                          
                                                                                                                          
   Princor Utilities Fund, Inc.                                                                                           
     Class A                                                                                                              
     Year Ended October 31,                                                                                               
<S>                                            <C>         <C>           <C>          <C>        <C>         <C>          
       1996                                      8.13%     $ 66,322      1.17% (b)    3.85%       34.2%      $.0410       
       1995                                     24.36%       65,873      1.04% (b)    4.95%       13.0%         N/A       
       1994                                    (15.20)%      56,747      1.00% (b)    4.89%       13.8%         N/A       
     Period Ended October 31, 1993 (d)          15.92%(c)    50,372      1.00% (e)(b) 4.48% (e)    4.3% (e)     N/A       
     Class B                                                                                                              
     Year Ended October 31, 1996                 7.23%(c)     5,579      1.93%        3.07%       34.2%       .0410       
     Period Ended October 31, 1995 (f)          24.18%(c)     3,952      1.72%(b)(e)  3.84% (e)   13.0% (e)     N/A       
                                                                                                                          
   Princor World Fund, Inc.                                                                                               
     Class A                                                                                                              
     Year Ended October 31,                                                                                               
       1996                                     18.36%      172,276      1.45%        1.43%       23.8%       .0197       
       1995                                      1.03%      126,554      1.63%        1.10%       35.4%         N/A       
       1994                                      9.60%      115,812      1.74%         .10%       13.2%         N/A       
       1993                                     41.39%       63,718      1.61%         .59%       19.5%         N/A       
       1992                                     (1.57)%      35,048      1.69%        1.23%       19.9%         N/A       
       1991                                     13.82%       26,478      1.72%        1.36%       27.6%         N/A       
       1990                                       .94%       16,044      1.79%        1.89%       37.9%         N/A       
     Ten Months Ended October 31, 1989(g)        2.98%(c)    13,928      1.55%(e)     1.82%(e)    32.4%(e)      N/A       
     Year Ended December 31,
       1988 (h)                                 20.25%       13,262      1.55%        1.43%       56.9%         N/A       
       1987 (h)                                (10.13)%       3,943      2.09%         .83%      183.0%         N/A       
       1986 (h)                                 36.40%        9,846      2.17%         .73%      166.0%         N/A
                                                                                                                          
     Class B                                                                                                              
     Year Ended October 31, 1996                17.16%       15,745      2.28%         .64%       23.8%       .0197       
     Period Ended October 31, 1995 (f)           9.77%(c)     3,908      2.19%(e)      .58%(e)    35.4%(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)  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 Utilties
  Fund, Inc.
    Class A          1996       .43            1.25%            54,932
                     1995       .46            1.30%           151,145
                     1994       .41            1.50%           284,836
                     1993(d)    .32            1.54(e)         139,439
 
    Class B          1996       .34            2.06%             6,690
                     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
               Fund                      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     $.76 (b)  $(.25)      $.51      $(.76)         $  _        $(.76)        $11.17  
       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      .67 (b)   (.25)      0.42       (.68)            _         (.68)         11.15  
    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     .049 (b)    _         .049      (.049)           _         (.049)        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 (g)                1.000     .027 (b)    _         .027      (.027)           _         (.027)        1.000  
    Year Ended June 30,
       1989                               1.000     .080 (b)    _         .080      (.080)           _         (.080)        1.000  
       1988                               1.000     .060        _         .060      (.060)           _         (.060)        1.000  
       1987                               1.000     .053        _         .053      (.053)           _         (.053)        1.000  
 
     Class B
    Year Ended October 31, 1996           1.000     .041 (b)     _         .041      (.041)           _        (.041)        1.000  
    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     .70       (.05)       .65       (.70)            _          (.70)        11.26  
       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 B                              
     Year Ended October 31, 1996          11.29     .61       (.05)       .56       (.62)            _          (.62)        11.23  
     Period Ended October 31, 1995(f)     10.20     .56       1.07       1.63       (.54)            _          (.54)        11.29  
</TABLE>                                 
<PAGE>
<TABLE>
<CAPTION>
                                                                             Ratios / Supplemental Data
                                                       -------------------------------------------------------------------------

                                                                                              Ratio of 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                                              4.74%       $113,437       .95% (b)      6.85%          3.4%    
       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%    
                                                                                                                         
     Class B                                                                                                             
    Year Ended October 31, 1996                          3.91%          7,976      1.69% (b)      6.14%          3.4%    
    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                                             5.00%         694,962       .66% (b)      4.88%          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   
    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                         4.13%             520      1.50%          4.08%          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                                             6.06%         259,029       .81%          6.31%         25.9%     
       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 B                                                                                                             
     Year Ended October 31, 1996                        5.17%          11,586      1.60%          5.53%         25.9%     
     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:
<PAGE>
                                      Per Share     Ratio of Expenses    
                                      Net Invest-    to Average Net      Amount
     Fund                     Year    ment Income        Assets          Waived

Princor Bond Fund, Inc.
   Class A                    1996       $.76            .97%           $22,536
                              1995        .77           1.02%            86,018
                              1994        .77           1.09%           120,999
                              1993        .79           1.07%           111,162
                              1992        .82           1.11%           110,868
                              1991        .84           1.15%           100,396
                              1988 (c)    .76           1.12% (e)        31,187

   Class B                    1996       $.67           1.79%             5,874
                              1995 (f)    .62           1.62% (e)           300

Princor Cash Management
  Fund, Inc.
   Class A                    1996        .049           .67%             7,102
                              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        .029          3.94% (e)         6,140
                              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   $ .68      $ .23       $  .91     $ (.70)         $ _        $ (.70)        $8.27  
       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     .60        .20          .80       (.63)           _          (.63)         8.22  
    Period Ended October 31, 1995  (f)    7.64     .53        .38          .91       (.50)           _          (.50)         8.05  

   Princor Limited Term Bond Fund, Inc.
     Class A
    Year Ended October 31, 1996 (h)       9.90    .38 (c)    (.04)         .34       (.35)           _         (.35)          9.89  
     Class B  
     Year Ended October 31, 1996 (h)      9.90    .36 (c)    (.05)         .31       (.32)           _         (.32)          9.89  

   Princor Tax-Exempt Bond Fund, Inc.
     Class A
    Year Ended October 31,
       1996                              11.98    .64         .07          .71       (.65)           _         (.65)         12.04  
       1995                              10.93    .65        1.05         1.70       (.65)           _         (.65)         11.98  
       1994                              12.62    .64       (1.54)        (.90)      (.63)         (.16)       (.79)         10.93  
       1993                              11.62    .66        1.11         1.77       (.66)         (.11)       (.77)         12.62  
       1992                              11.47    .68         .19          .87       (.69)         (.03)       (.72)         11.62  
       1991                              10.82    .69         .68         1.37       (.70)         (.02)       (.72)         11.47  
       1990                              11.06    .68        (.25)         .43       (.67)           _         (.67)         10.82  
    Four Months Ended 
      October 31, 1989(g)                11.18    .22        (.12)         .10       (.22)           _         (.22)         11.06  
    Year Ended June 30,
       1989                              10.40    .69         .77         1.46       (.68)           _         (.68)         11.18  
       1988                              10.51    .71         .06          .77       (.72)         (.16)       (.88)         10.40  
       1987                              10.75    .72        (.11)         .61       (.73)         (.12)       (.85)         10.51  
     Class B
    Year Ended October 31, 1996          11.96    .55        0.06         0.61       (.55)           _         (.55)         12.02  
    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    .029 (c)    _           .029      (.029)           _         (.029)        1.000  
       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 (i)    1.000    .005 (c)    _           .005      (.005)           _         (.005)        1.000  
     Class B
    Year Ended October 31, 1996          1.000    .021 (c)    _           .021      (.021)           _         (.021)        1.000  
    Period Ended October 31, 1995 (f)    1.000    .021 (c)    _           .021      (.021)           _         (.021)        1.000  
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                        Ratios / Supplemental Data
                                                -------------------------------------------------------------------------
 
                                                                                       Ratio of Net                
                                                                            Ratio of    Investment                 
                                                             Net Assets at Expenses to   Income to    Portfolio    
                                                   Total     End of Period   Average      Average      Turnover    
                                                Return (a)  (in thousands) Net Assets   Net Assets       Rate      
                                                                                                                   
                                                                                                                   
   Princor High Yield Fund, Inc.                                                                                   
     Class A                                                                                                       
    Year Ended October 31,                                                                                         
<S>    <C>                                       <C>         <C>             <C>         <C>            <C>       
       1996                                       11.88%     $ 28,432        1.26%        8.49%          18.8%     
       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 B                                                                                                       
    Year Ended October 31, 1996                   10.46%        2,113        2.38%        7.39%          18.8%     
    Period Ended October 31, 1995  (f)            12.20% (d)      633        2.10% (e)    7.78% (e)      40.3% (e) 
                                                                                                              
   Princor Limited Term Bond Fund, Inc.                                                                            
     Class A                                                                                                       
    Year Ended October 31, 1996 (h)                3.62% (d)   17,249         .89% (c)(e) 6.01% (e)      16.5% (e) 
     Class B                                                                                                       
     Year Ended October 31, 1996 (h)               3.32% (d)      112        1.15% (c)(e) 5.75% (e)      16.5% (e) 
                                                                                                                   
   Princor Tax-Exempt Bond Fund, Inc.                                                                              
     Class A                                                                                                       
    Year Ended October 31,                                                                                         
       1996                                        6.08%      187,180         .78%        5.34%           9.8%     
       1995                                       16.03%      179,715         .83%        5.67%          17.6%     
       1994                                       (7.41)%     171,425         .91%        5.49%          20.6%     
       1993                                       15.70%      177,480         .89%        5.45%          20.3%     
       1992                                        7.76%      106,661         .99%        5.96%          22.9%     
       1991                                       13.09%       62,755        1.01%        6.24%          13.1%     
       1990                                        4.06%       46,846        1.11%        6.31%           2.6%     
    Four Months Ended October 31, 1989(g)           .90% (d)   36,877        1.24% (e)    6.18% (e)       5.1% (e) 
    Year Ended June 30,
       1989                                       14.64%       31,278        1.07%        6.54%           2.1%     
       1988                                        7.76%       22,812         .95%        7.00%          11.0%     
       1987                                        5.60%       19,773         .70%        6.70%          40.8%     
     Class B                                                                                                       
    Year Ended October 31, 1996                    5.23%        5,794        1.52%        4.59%           9.8%     
    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                                        2.92%       98,482         .71% (c)    2.87%            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 (i)               .47% (d)    6,000         .26% (c)(e) 5.24% (e)        N/A      
     Class B                                                                                                        
    Year Ended October 31, 1996                    2.13%           27        1.47%        2.11%            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 Net  Ratio of Expenses
                                                                     Investment     to Average Net
                Fund                                    Year           Income           Assets
 
 
     Princor High Yield Fund, Inc.                     1988(b)          $.95            1.33%(e)

     Princor Limited Term Bond Fund, Inc.
     Class A                                           1996              .37            1.16%
     Class B                                           1996              .34            1.94%(e)

     Princor Tax-Exempt Cash  Management Fund, Inc.
     Class A                                           1996              .028            .77%
                                                       1995              .031            .84%
                                                       1994              .019            .85%
                                                       1993              .018            .83%
                                                       1992              .026            .82%
                                                       1991              .040            .83%
                                                       1990              .050            .96%
                                                       1989              .053           1.04%
                                                       1988(i)           .004            .76%(e)
     Class B                                           1996             (.243)         27.43%
                                                       1995(f)           .018           1.89%(e)

(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  February  29, 1996,  date shares first  offered to the public,
     through  October 31, 1996.  With respect to Class A shares,  net investment
     income, aggregating $.02 per share for the period from the initial purchase
     of shares on February 13, 1996 through  February  28,1996,  was recognized,
     none of which was  distributed to its sole  stockholder,  Principal  Mutual
     Life  Insurance  Company  during the period.  Additionally,  Class A shares
     incurred  unrealized  losses on  investments  of $.12 per share  during the
     initial interim period.  With respect ot Class B shares,  no net investment
     income was  regognized  for the period  frominitial  purchase  of shares on
     February 27, 1996 through February 28, 1996.  Additionally,  Class B shares
     incurred  unrealized  losses on  investments  of $.02 per share  during the
     initial  interim  period.  This  represents  Clas A share and Class B share
     activities of the fund prior to the initial public offering of both classes
     of shares.

(i)  Period  from  September  30,  1988,  date shares  first  offered to public,
     through  October 31, 1988. Net  investment  income,  aggregating  $.005 per
     share,  for the period  from the  initial  purchase of shares on August 23,
     1988 through September 29, 1988, was recognized and distributed to its sole
     stockholder,  Principal Mutual Life Insurance  Company,  during the period.
     This  represented  activities  of the  Fund  prior  to the  initial  public
     offering of Fund shares.
</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 Growth-Oriented  Funds currently include three Funds which seek capital
appreciation through investments in equity securities of corporations  domiciled
in the U.S. (Capital  Accumulation Fund,  Emerging Growth Fund and Growth Fund),
three Funds which seek capital  appreciation  primarily  through  investments in
equity  securities of corporations  located  outside of the U.S.  (International
Emerging  Markets Fund,  International  SmallCap 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).  Collectively,  these funds are
referred to as the "Growth-Oriented Funds."

     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,  International
Emerging Markets,  International  SmallCap 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.

DOMESTIC

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.

INTERNATIONAL

Principal International Emerging Markets Fund
     The investment objective of Principal  International  Emerging Markets Fund
is  long-term  growth of capital.  The Fund seeks to achieve  this  objective by
investing   primarily  in  equity  securities  of  issuers  in  emerging  market
countries. As used in this Prospectus,  the term "emerging market country" means
any country which, in the opinion of the Manager, is generally  considered to be
an emerging  country by the  international  financial  community,  including the
International  Bank for  Reconstruction  and Development (more commonly known as
the World Bank) and the  International  Financial  Corporation.  These countries
generally  include every nation in the world except the United  States,  Canada,
Japan,  Australia,  New  Zealand  and most  nations  located in Western  Europe.
Currently,  investing in many emerging  countries is not feasible or may involve
unacceptable  political  risks.  The  Fund  focuses  on  those  emerging  market
countries  in which it believes the  economies  are  developing  strongly and in
which the markets are becoming more sophisticated.

     Investments in emerging market  countries  involve  special risks.  Certain
emerging market  countries have  historically  experienced,  and may continue to
experience,  high  rates  of  inflation,  high  interest  rates,  exchange  rate
fluctuations, large amounts of debt, balance of payments and trade difficulties,
and extreme  poverty and  unemployment.  In  addition,  there are certain  risks
associated with investments in foreign securities (see "Risk Factors").

     Under  normal  conditions  at least 65% of the Fund's  total assets will be
invested in emerging  market  country  equity  securities.  The Fund  invests in
securities  of (1) issuers with their  principal  place of business or principal
office in emerging  market  countries,  or (2)  issuers for which the  principal
securities  trading  market  is an  emerging  market  country,  or (3)  issuers,
regardless  of where the  security  is traded,  that derive 50% or more of their
total  revenue  from  either  goods or  services  produced  in  emerging  market
countries or sales made in emerging market countries.

     A small  portion  of the Fund  assets  may also be  invested  in closed end
country  specific   investment   companies  and  sovereign  debt  of  developing
countries.  Closed end  investment  companies  provide a way to gain exposure to
countries  where the  mechanics of trading  securities  are not cost  effective.
Investment in sovereign  debt may have the potential for returns that are higher
than returns on stocks within the country.

     For temporary defensive purposes,  the International  Emerging Markets 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.

Principal International SmallCap Fund
     The  investment  objective  of  Principal  International  SmallCap  Fund is
long-term growth of capital. The strategy of this Fund is to invest primarily in
equity  securities of non-United  States  companies with  comparatively  smaller
market  capitalizations.  Under normal  market  conditions,  the Fund invests at
least  65% of its  assets  in  securities  of  companies  having a total  market
capitalization of $1 billion or less.

     The Fund diversifies its investments  geographically.  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.  For  a  description  of  certain
investment risks associated with foreign securities, see "Risk Factors."

     For  temporary  defensive  purposes,  the  International  SmallCap 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.

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                              .94%
           A                            19.36%
          Baa                           77.11%
          Ba                             1.09%
           B                             1.50%

     The preceding  percentage for A rated  securities  includes .34% 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                                 1.91%
           Ba                                 41.54%
            B                                 54.06%
            C                                  2.49%

The above percentages for Ba and B rated securities  include unrated  securities
in the amount of .13%, and .21%, 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                               .50%
          AA                              17.17%
           A                              33.46%
          Baa                             41.38%
          Ba                               7.50%

     The above  percentages for AA, A and Baa rated  securities  include unrated
securities in the amount of 1.42%,  4.95% and 10.56%,  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,  Repurchase
Agreements and Taxable Municipal Obligations,  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.

     Taxable  Municipal   Obligations  are  short-term   obligations  issued  or
guaranteed by state and municipal issuers which generate taxable income.

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,  International  Emerging  Markets  Fund,  International
SmallCap 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,  International  Emerging
Markets Fund,  International  SmallCap 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:   International   Emerging   Markets,
International  SmallCap,  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. Debt securities issued in the United
States  pursuant  to a  registration  statement  filed with the  Securities  and
Exchange  Commission are not treated as foreign securities for purposes of these
limitations.  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.  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.

     Securities of many foreign issuers may be less liquid and their prices more
volatile than those of comparable  domestic issuers.  In particular,  securities
markets in emerging market countries are known to experience long delays between
the trade and  settlement  dates of securities  purchased and sold,  potentially
resulting  in a lack  of  liquidity  and  greater  volatility  in the  price  of
securities on those markets.  In addition,  investments in smaller companies may
present greater  opportunities  for capital  appreciation,  but may also involve
greater  risks than large,  mature  issuers.  Such  companies  may have  limited
product  lines  and  financial  resources.  Their  securities  may trade in more
limited volume than larger companies and may therefore experience  significantly
more price volatility and less liquidity than securities of larger companies. As
a result of these  factors,  the Boards of  Directors  of the Funds have adopted
Daily Pricing and Valuation  Procedures  for the Funds which set forth the steps
to be followed by the Manager and  Sub-Advisor to establish a reliable market or
fair value if a reliable  market value is not  available  through  normal market
quotations.  Oversight of this process is provided by the Executive Committee of
the Boards of Directors.

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 March 31, 1997, the Manager served as investment  advisor for 26
such funds with assets totaling approximately $4.1 billion.

     The  Manager  is  responsible  for  investment  advisory,   managerial  and
administrative  services for the Funds. However,  under a Sub-Advisory Agreement
between Invista Capital Management,  Inc.  ("Invista") and the Manager,  Invista
performs all the  investment  advisory  responsibilities  of the Manager for 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.   Assets  under  management  at  March  31,  1997  were
approximately  $20.2 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). Vice President,
                             (Fund's inception)     Invista Capital Management, Inc. since 1995; Investment Officer,
                                                    92-95. Prior thereto, Security Analyst.

Bond                         November, 1996         Scott A. Bennett,CFA (MBA degree, University of Iowa) Assistant Director
                                                    Investment Securities, Principal Mutual Life Insurance Company since 1996;
                                                    Prior thereto, Investment Manager.

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. Co-Manager since
                                                    November 1996: Catherine A. Green, CFA, (MBA degree, Drake University).
                                                    Vice President,  Invista Capital Management, Inc. since 1987.

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.

International Emerging       May, 1997              Kurtis D. Spieler, CFA (MBA degree, Drake University). Vice President,
Markets                      (Fund's inception)     Invista Capital Management Company since 1995; Investment Officer, 94-95.
                                                    Prior thereto, Investment Manager, Principal Mutual Life Insurance Company.

International SmallCap       May, 1997              Darren K. Sleister, CFA (MBA degree, University of Iowa). Investment Officer,
                             (Fund's inception)     Invista Capital Management Company since 1995; Prior thereto, Security
                                                    Analyst.

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,
                             (Fund's inception)     Invista Capital Management, Inc. since 1987.

World                        April, 1994            Scott D. Opsal, CFA, (MBA degree, University of Minnesota). Executive Vice
                                                    President and Chief Investment Officer, Invista Capital Management, Inc.
                                                    since 1997. Vice President, 1986-1997.
</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:

                                   Class A Shares          Class B Shares
                                ____________________   _______________________
                                             Total                     Total
                                Manager's Annualized   Manager's    Annualized
      Fund                         Fee     Expenses       Fee        Expenses
   Balanced                      .60%       1.28%        .60%         2.13%
   Blue Chip                     .50%       1.33%        .50%         2.19%
   Bond                          .47%        .95%*       .39%         1.69%*
   Capital Accumulation          .43%        .69%        .43%         1.70%
   Cash Management               .37%        .66%*       .37%         1.50%*
   Emerging Growth               .62%       1.32%        .62%         2.01%
   Government Securities Income  .46%        .81%        .46%         1.60%
   Growth                        .46%       1.08%        .46%         1.79%
   High Yield                    .60%       1.26%        .60%         2.38%
   Limited Term Bond             .23%        .89%*       .23%         1.15%*
   Tax-Exempt Bond               .48%        .78%        .48%         1.52%
   Tax-Exempt Cash Management    .43%        .71%*       .43%         1.47%*
   Utilities                     .52%       1.17%*       .52%         1.93%*
   World                         .73%       1.45%        .73%         2.28%

   *After waiver.

     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management,  Limited Term Bond Fund,  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
$1,650,714  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  $254,083
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.  Accounts  established under
the Uniform  Gifts to Minors Act or Uniform  Transfers  Act may be funded with a
minimum  initial  investment  of $250.  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, to Money Market Fund accounts used as sweep accounts,
to  accounts  used as part of an asset  allocation  service  provided by Princor
Financial Services Corporation, to Money Market Fund accounts for which Delaware
Charter  Guarantee & Trust  Company acts as trustee or to  Automatic  Investment
Plans.  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 may be  subject  to a
contingent  deferred sales charge if redeemed within 18 months of purchase.  See
"Offering Price of Funds'  Shares." 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 Except              Sales Charge for
                                    Limited Term Bond Fund        Limited Term Bond Fund          Dealers Allowance as
                                     Sales Charge as % of:         Sales Charge as % of:           % of Offering Price
                                   ------------------------      ------------------------    ---------------------------------
                                   Offering      Net Amount      Offering      Net 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%          1.10%            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.

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

     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:

                                           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
  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  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 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,  International  Emerging Markets,  International  SmallCap,  Utilities and
World  Funds,  normally  will  be  distributed  to the  respective  shareholders
semiannually.  Any  dividends  from the net income of the Balanced and Blue Chip
and Utilities  Funds will be distributed on a quarterly  basis and any dividends
from  the  net  income  of the  International  Emerging  Markets,  International
SmallCap and World Funds will be  distributed  annually.  Any dividends from the
net income of the  Income-Oriented  Funds will normally be distributed  monthly.
Distributions  from the Funds that make monthly  distributions  will normally be
declared  payable  on the  twenty-fourth  day of each  month  (or  the  previous
business day if the  twenty-fourth  is not a business  day) to  shareholders  of
record at the close of business on the third  business  day prior to the payable
date.  Distributions  for the  Funds  that  make  quarterly  distributions  will
normally be declared payable on the twenty-fourth day of March, June,  September
and  December  to  shareholders  of record at the close of business on the third
business day prior to the payable date.  Distributions  from the Funds that make
semiannual  distributions will normally be declared payable on the twenty-fourth
day in June and December to  shareholders  of record at the close of business on
the third business day prior to the payable date. Annual  distributions from the
International  Emerging  Markets,  International  SmallCap  and World  Fund will
normally  be  declared  payable  on  the   twenty-fourth   day  in  December  to
shareholders  of record at the close of business on the third business day prior
to the payable date. Net realized  capital gains for each of the Funds,  if any,
will be distributed  annually,  generally the fourth business day of December to
shareholders  of record at the close of business on the third business day prior
to the payable date. 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.

     In each fiscal year when,  at the close of such year,  more than 50% of the
value of the  International  Emerging Markets,  International  SmallCap or World
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  amount) be withdrawn
from an account monthly, quarterly, semiannually or annually. As described under
"Offering Price of the Funds' Shares,"  withdrawals  from certain Class A shares
of the Funds other than the Money Market Funds, andClass 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 no date is designated,  redemptions will occur on
the fifteenth day of the month.  If the designated day is not a trading day, the
redemption  will occur on the next trading day occurring  during that month.  If
the next trading day occurs in the following month, the redemption will occur on
the trading day prior to the designated day. Withdrawal payments will be sent on
or before the third  business day following such  redemption.  The redemption of
shares to make payments under this Plan will reduce and may  eventually  exhaust
the account. An investor will be disadvantaged by making additional purchases of
shares of any  investment  company on which there is a sales  charge at the same
time that a Periodic  Withdrawal  Plan is in effect since a duplication of sales
charges will result.  No purchase payments for shares of any Fund except Princor
Cash  Management  Fund  or  Princor  Tax-Exempt  Cash  Management  Fund  will be
knowingly  accepted by Princor  Financial  Services  Corporation  while periodic
withdrawals  under this plan are being made,  unless the  purchase  represents a
substantial addition to the shareholder's account.

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

PERFORMANCE CALCULATION

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

Growth-Oriented and Income-Oriented Funds

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

Money Market Funds

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

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

GENERAL INFORMATION ABOUT A FUND ACCOUNT

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

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

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

     1.   Accounts for which the only activity during a calendar  quarter is the
          purchase of shares due to the reinvestment of dividends and/or capital
          gains  distributions  from the Fund or from another  Princor Fund as a
          result of a Dividend Relay Election;

     2.   Accounts  from  which  redemptions  are made  pursuant  to a  Periodic
          Withdrawal Plan;

     3.   Accounts  for  which  purchases  are  made  pursuant  to a  Systematic
          Accumulation Plan;

     4.   Accounts from which  purchases or redemptions  are made pursuant to an
          automatic exchange election;

     5.   Accounts  used to fund certain  individual  retirement  or  individual
          pensions plans qualified under the Internal Revenue Code; and

     6.   Accounts  established through an arrangement  involving a group of two
          or more  shareholders  for whom purchases of shares are made through a
          person  (e.g.  an  employer )  designated  by the group.  A  statement
          indicating  receipt of the total amount paid by the group will be sent
          to the  designated  person at the time each  purchase is made.  If the
          payment  on behalf of the group is not  received  from the  designated
          person within 10 days of the date such  payments are to be made,  each
          member  will be notified  and  thereafter  each member will  receive a
          statement  at the  time of each  purchase  for  the  three  succeeding
          payments.  If a payment  is not  received  in the  current  quarter on
          behalf  of a  member  for whom a  payment  had  been  received  in the
          previous  quarter,  a  statement  will be sent  to such  group  member
          reflecting that a payment was not received on the member's behalf.

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

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

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

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

     3.  To change the ownership of the account;

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

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

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

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

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

RETIREMENT PLANS

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

SHAREHOLDER RIGHTS

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

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

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

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

     As of June  9,  1997,  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           5,953,842              33.18%
     Limited Term Bond Fund              1,083,961              52.58%
                               
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;
International Emerging Markets Fund - May 27, 1997;  International SmallCap Fund
- - May 27,  1997;  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 International Emerging Markets Fund,  International SmallCap Fund and
World  Fund.  The  custodian  for  the  International   Emerging  Markets  Fund,
International  SmallCap  Fund and 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. The
Princor Funds include twelve funds with the "Princor"  name and two  "Principal"
funds. Together they provide the following range of investment objectives:

                              GROWTH-ORIENTED FUNDS

                                    Domestic

     Princor  Balanced 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.

                                  International

     Principal  International  Emerging  Markets  Fund,  Inc.  seeks to  achieve
     long-term growth of capital by investing  primarily in equity securities of
     issuers in emerging market countries.

     Principal  International  SmallCap Fund,  Inc.  seeks to achieve  long-term
     growth of capital by investing primarily in equity securities of non-United
     States companies with comparatively smaller market capitalizations.

     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 August 29, 1997.
    

Princor High Yield Fund, Inc. seeks high current income  primarily by purchasing
high yielding, lower or non-rated fixed income securities which are believed not
to 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 August 29, 1997 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.........................................................    3
  Financial Highlights..............................................   9
  Investment Objectives, Policies and Restrictions..................  18
      Growth-Oriented Funds.........................................  18
          Domestic..................................................  18
          International.............................................  22
      Income-Oriented Funds.........................................  23
      Money Market Fund.............................................  28
      Certain Investment Policies and Restrictions..................  29
  Risk Factors......................................................  30
  How the Funds are Managed.........................................  31
  How to Purchase Shares............................................  34
  Offering Price of Funds' Shares ..................................  35
  Distribution and Shareholder Servicing Plans and Fees.............  36
  Determination of Net Asset Value of Funds' Shares.................  36
  Distribution of Income Dividends and Realized Capital Gains ......  37
  Tax Treatment of the Funds, Dividends and Distributions ..........  38
  How to Exchange Shares............................................  39
  How to Sell Shares................................................  40
  Periodic Withdrawal Plan..........................................  41
  Performance Calculation...........................................  42
  General Information About a Fund Account..........................  42
  Shareholder Rights................................................  43
  Additional Information............................................  43
    

     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,  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: Class A, Class B and Class R 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)
               ----                               -----------------------------------         --------------------------------
<S>                                                            <C>                                              <C>
     All Funds                                                 None                                             None
</TABLE>

<TABLE>
<CAPTION>
                                                                        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%               .63%             .26%                 1.49%
     Blue Chip Fund                                    .50                .57              .41                  1.48
     Bond Fund                                         .49                .61              .18                  1.28**
     Capital Accumulation Fund                         .43                .63              .10                  1.16
     Cash Management Fund                              .37                .47              .15                   .99**
     Emerging Growth Fund                              .62                .57              .34                  1.53
     Government Securities Income Fund                 .46                .60              .11                  1.18
     Growth Fund                                       .46                .68              .28                  1.42
     High Yield Fund                                   .60                .60              .39                  1.59
     International Emerging Markets Fund              1.25                .75              .55                  2.55***
     International SmallCap Fund                      1.20                .75              .55                  2.50***
     Limited Term Bond Fund                            .11                .48              .81                  1.40**
     Utilities Fund                                    .60                .59              .28                  1.47
     World Fund                                        .73                .54              .32                  1.59
<FN>
     *   A wire charge of up to $6.00 will be deducted for all wire transfers.
     **  After waiver.
     *** Estimated expenses.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                 CLASS A SHARES
    TABLE B                                                            Shareholder Transaction Expenses*
                                               ----------------------------------------------------------------------------
                                                        Maximum Sales Load                                     Contingent
                                                       Imposed on Purchases                                     Deferred
                      Fund                      (as a percentage of offering price)                          Sales Charge
                      ----                      -----------------------------------                          ------------
     All Funds Except the Limited Term Bond Fund
<S>                                                            <C>                                                <C>      
         and Cash Management Fund                              4.75%                                              None**
     Limited Term Bond Fund                                    1.50%                                              None**
     Cash Management Fund                                      None                                               None
</TABLE>
<TABLE>
<CAPTION>
                                                                        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%               .23%            .45%                  1.28%
     Blue Chip Fund                                    .50                .25             .58                   1.33
     Bond Fund                                         .47                .23             .25                    .95***
     Capital Accumulation Fund                         .43                .10             .16                    .69
     Cash Management Fund                              .37                None            .29                    .66***
     Emerging Growth Fund                              .62                .21             .49                   1.32
     Government Securities Income Fund                 .46                .17             .16                    .81
     Growth Fund                                       .46                .21             .41                   1.08
     High Yield Fund                                   .60                .25             .41                   1.26
     International Emerging Markets Fund              1.25                .25             .55                   2.05****
     International SmallCap Fund                      1.20                .25             .55                   2.00****
     Limited Term Bond Fund                            .23                .10             .56                    .89***
     Utilities Fund                                    .52                .25             .40                   1.17***
     World Fund                                        .73                .18             .54                   1.45

<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 Fund's Shares."
     ***  After waiver.
     **** Estimated expenses.
</FN>
</TABLE>

                                     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:
<TABLE>
<CAPTION>
                                                   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                             $60       $15       $86       $47      $114       $79      $195       $162
     Blue Chip Fund                            $60       $15       $88       $47      $117       $79       $200      $166
     Bond Fund                                 $57       $13       $76       $41       $98       $66       $159      $130
     Capital Accumulation Fund                 $54       $12       $69       $37       $84       $58       $129      $105
     Cash Management Fund                       $7       $10       $21       $32       $37       $51        $82       $96
     Emerging Growth Fund                      $60       $16       $87       $48      $116       $81       $199      $167
     Government Securities Income Fund         $55       $12       $72       $37       $90       $61       $143      $115
     Growth Fund                               $58       $14       $80       $45      $104       $74      $173       $145
     High Yield Fund                           $60       $16       $86       $50      $113       $83       $193      $165
     International Emerging Markets Fund       $67       $26      $109       $79       N/A       N/A        N/A       N/A
     International SmallCap Fund               $67       $25      $107       $78       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                    $24       $14       $43       $44       $64       $71       $123      $130
     Utilities Fund                            $59       $15       $83       $46      $109       $77       $183      $154
     World Fund                                $62       $16       $91       $50      $123       $85       $213      $179

<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 .97% for the Bond Fund, .67% for the Cash Management Fund, 1.16% for
the Limited  Term Bond Fund and 1.25% for the  Utilities  Fund,  and for Class R
shares,  1.28% for the Bond Fund, 1.79% for the Limited Term Bond Fund and 1.47%
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,  1.50% 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

     Investor  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

                                    Domestic

             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.

                                  International

              Fund                                  Investment Objectives

     Principal  International  Emerging  Markets Fund, Inc.  Long-term growth of
          capital.  The Fund  will  invest  primarily  in equity  securities  of
          issuers in emerging market countries.

     Principal  International  SmallCap Fund, Inc.  Long-term growth of capital.
          The Fund will invest  primarily  in equity  securities  of  non-United
          States companies with comparatively smaller market capitalizations.

     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  initial  investment  for an
account  established  under the Uniform Gifts to Minors Act or Uniform Transfers
Act is $250.  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     $.38       $1.59       $1.97      $(.43)       $(.67)        $(1.10)     $14.61  
       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)    13.81      .24         .73         .97       (.26)         --            (.26)      14.52  
   Princor Blue Chip Fund, Inc.                                                                                                     
     Class A                                                                                                                        
     Year Ended October 31,                                                                                                         
       1996                              15.03      .23        2.45        2.68       (.26)        (.35)          (.61)      17.10  
       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)    16.21      .12         .90        1.02       (.15)         --            (.15)      17.08  
                                                                                                                                    
   Princor Capital Accumulation                                                                                                     
   Fund, Inc.                                                                                                                       
     Class A                                                                                                                        
     Year Ended October 31,                                                                                                         
       1996                              23.69      .45        5.48        5.93       (.43)       (1.47)         (1.90)      27.72  
       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)    24.73      .19        2.81        3.00       (.16)         --            (.16)      27.57  
   Princor Emerging Growth Fund, Inc.                                                                                               
     Class A
     Year Ended October 31,
       1996                              31.45      .14        5.05        5.19       (.14)        (.75)          (.89)      35.75  
       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)    33.77      .04        1.88        1.92       (.02)         --            (.02)      35.67  
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                       Ratios/Supplemental Data
                                                      -----------------------------------------------------------

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

   Princor Balanced Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                                 <C>        <C>            <C>         <C>         <C>          <C>   
       1996                                15.10%     $  70,820      1.28%       2.82%       32.6%        $.0421
       1995                                14.18%        57,125      1.37%       3.21%       35.8%           N/A
       1994                                  .94%        53,366      1.51%       2.70%       14.4            N/A
       1993                                12.24%        39,952      1.35%       2.78%       27.5%           N/A
       1992                                11.86%        31,339      1.29%       3.39%       30.6%           N/A
       1991                                34.09%        23,372      1.30%       4.25%       23.6%           N/A
       1990                               (11.28)%       18,122      1.32%       5.22%       33.7%           N/A
       1989                                11.03%        20,144      1.25%       5.45%       30.2%           N/A
     Period Ended October 31, 1988(b)      12.42%(c)     16,282      1.12%(d)    4.51%(d)    65.2%(d)        N/A
     Class R
     Period Ended October 31, 1996(e)       7.52%(c)        875      1.49%(d)    2.26%(d)    32.6%(d)      .0421(d)
   Princor Blue Chip Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                18.20%        44,389      1.33%       1.41%       13.3%         .0456
       1995                                22.65%        35,212      1.38%       1.83%       26.1%           N/A
       1994                                 6.58%        27,246      1.46%       1.72%        5.5%           N/A
       1993                                 5.65%        23,759      1.25%       1.87%       11.2%           N/A
       1992                                 9.92%        19,926      1.56%       1.49%       13.5%           N/A
     Period Ended October 31, 1991(f)       6.37%(c)     12,670      1.71%(d)    1.67%(d)     0.4%(d)        N/A
     Class R                                                                                                    
     Period Ended October 31, 1996(e)       7.02%(c)      1,575      1.48%(d)     .68%(d)    13.3%(d)      .0456(d)
   
   Princor Capital Accumulation
   Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                26.41%       435,617       .69%       1.82%       50.2%         .0421
       1995                                17.94%       339,656       .75%       2.08%       46.0%           N/A
       1994                                 6.67%       285,965       .83%       2.02%       31.7%           N/A
       1993                                10.42%       240,016       .82%       2.16%       24.8%           N/A
       1992                                11.67%       190,301       .93%       2.17%       38.3%           N/A
       1991                                40.63%       152,814       .99%       2.72%       19.7%           N/A
       1990                               (17.82)%      109,507      1.10%       3.10%       27.7%           N/A
     Four Months Ended October 31, 
       1989(g)                               .44%(c)    122,685      1.10%(d)    2.87%(d)    19.7%(d)        N/A
     Year Ended June 30,                                                                                        
       1989                                 9.53%       117,473      1.00%       3.04%       28.1%           N/A
       1988                                (2.30)%       97,147       .96%       2.40%       27.9%           N/A
       1987                                20.93%        93,545       .98%       1.73%       20.0%           N/A
     Class R                                                                                                    
     Period Ended October 31, 1996(e)      12.74%(c)      1,752      1.16%(d)    1.18%(d)    50.2%(d)      .0421(d)
   Princor Emerging Growth Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                16.89%       229,465      1.32%        .46%       12.3%         .0391
       1995                                26.41%       150,611      1.47%        .47%       13.5%           N/A
       1994                                 6.86%        92,965      1.74%        .02%        8.1%           N/A
       1993                                19.66%        48,668      1.66%        .26%        7.0%           N/A
       1992                                11.63%        29,055      1.74%        .80%        5.8%           N/A
       1991                                64.56%        17,174      1.78%       1.14%        8.4%           N/A
       1990                               (16.80)%        8,959      1.94%       2.43%       15.8%           N/A
       1989                                19.65%         8,946      1.79%       2.09%       13.5%           N/A
     Period Ended October 31, 1988(b)      19.72%(c)      6,076      1.52%(d)  .84%(d)       19.5%(d)        N/A
     Class R
     Period Ended October 31, 1996(e)       6.20%(c)      2,016      1.53%(d)     .29%(d)    12.3%(d)      .0391(d)

<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)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible purchasers,  through October 31, 1996. Certain of the Growth Funds
     Class R shares  recognized  net  investment  income for the period from the
     initial  purchase of Class R shares on February 27, 1996  through  February
     28, 1996 as follows, none of which was distributed to the sole shareholder,
     Princor  Management  Corporation.  Additionally,  the Growth Funds incurred
     unrealized  gains  (losses) on  investments  during the  initial  period as
     follows. This represents Class R share activities of each fund prior to the
     initial offering of Class R shares:


                                               Per Share          Per Share
                                             Net Investment       Unrealized
                    Fund                         Income           Gain/(Loss)

     Princor Balanced Fund, Inc.                  $--                $(.03)
     Princor Blue Chip Fund, Inc.                  .01                (.02)
     Princor Capital Accumulation Fund, Inc.       .01                (.11)
     Princor Emerging Growth Fund, Inc.            --                   .19

(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    $.35        $3.50       $3.85      $(.35)      $(1.18)       $(1.53)      $39.54  
       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)    39.27     .10          .13         .23       (.10)        --            (.10)       39.40  

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              10.94     .44(f)       .45         .89       (.43)        --            (.43)       11.40  
       1995                               9.25     .48(f)      1.70        2.18       (.49)        --            (.49)       10.94  
       1994                              11.45     .46(f)     (2.19)      (1.73)      (.45)        (.02)         (.47)        9.25  
     Period Ended October 31, 1993(g)    10.18     .35(f)      1.27        1.62       (.35)        --            (.35)       11.45  
     Class R
     Period Ended October 31, 1996(e)    11.75     .28(f)      (.41)       (.13)      (.29)        --            (.29)       11.33  

   Princor World Fund, Inc.
     Class A
     Year Ended October 31,
       1996                               7.28     .10         1.17        1.27       (.08)        (.33)         (.41)        8.14  
       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)     7.48     .01          .63         .64        --          --            --           8.12  
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                                  Ratios/Supplemental Data
                                                                ------------------------------------------------------------

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

   Princor Growth Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                                             <C>        <C>            <C>          <C>         <C>      <C>   
       1996                                            10.60%      $228,361      1.08%        .95%        1.8%     $.0443
       1995                                            23.29%       174,328      1.16%       1.12%       12.2%        N/A 
       1994                                             9.82%       116,363      1.30%        .95%       13.6%        N/A 
       1993                                             9.83%        80,051      1.26%       1.40%       16.4%        N/A 
       1992                                            14.76%        63,405      1.19%       1.46%       15.6%        N/A 
       1991                                            59.30%        45,892      1.13%       1.85%       10.6%        N/A 
       1990                                            (9.20)%       28,917      1.18%       1.88%        9.7%        N/A 
     Four Months Ended October 31,                                                                                   
       1989(b)                                          6.83%(c)     32,828      1.22%(d)    1.25%(d)    50.1%(d)     N/A
     Year Ended June 30,
       1989                                             4.38%        31,770      1.08%       1.78%        9.7%        N/A 
       1988                                            (7.19)%       34,316      1.00%       1.29%       24.9%        N/A 
       1987                                            20.94%        37,006      1.01%       1.07%        4.0%        N/A 
     Class R                                                                                                       
     Period Ended October 31, 1996(e)                   1.12%(c)      2,014      1.42%(d)     .14%(d)     1.8%(d)   .0443(d)

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                             8.13%        66,322      1.17%(f)    3.85%       34.2%      .0410
       1995                                            24.36%        65,873      1.04%(f)    4.95%       13.0%        N/A
       1994                                           (15.20)%       56,747      1.00%(f)    4.89%       13.8%        N/A
     Period Ended October 31, 1993(g)                  15.92%(c)     50,372      1.00%(f)(d) 4.48%(d)     4.3%(d)     N/A
     Class R
     Period Ended October 31, 1996(e)                   (.31)%(c)       311      1.47%(f)(d) 3.77%(d)    34.2%(d)   .0410(d)

   Princor World Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                            18.36%       172,276      1.45%       1.43%       23.8%      .0197
       1995                                             1.03%       126,554      1.63%       1.10%       35.4%        N/A 
       1994                                             9.60%       115,812      1.74%        .10%       13.2%        N/A 
       1993                                            41.39%        63,718      1.61%        .59%       19.5%        N/A 
       1992                                            (1.57)%       35,048      1.69%       1.23%       19.9%        N/A 
       1991                                            13.82%        26,478      1.72%       1.36%       27.6%        N/A 
       1990                                              .94%        16,044      1.79%       1.89%       37.9%        N/A 
     Ten Months Ended October 31, 1989(h)               2.98%(c)     13,928      1.55%(d)    1.82%(d)    32.4%(d)     N/A
     Year Ended December 31,
       1988(i)                                         20.25%        13,262      1.55%       1.43%       56.9%        N/A
       1987(i)                                        (10.13)%        3,943      2.09%        .83%      183.0%        N/A
       1986(i)                                         36.40%         9,846      2.17%        .73%      166.0%        N/A
     Class R
     Period Ended October 31, 1996(e)                   9.29%(c)      1,057      1.59%(d)     .78%(d)    23.8%(d)   .0197(d)
<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)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible purchasers,  through October 31, 1996. Certain of the Growth Funds
     Class R shares  recognized  net  investment  income for the period from the
     initial  purchase of Class R shares on February 27, 1996  through  February
     28, 1996 as follows, none of which was distributed to the sole shareholder,
     Princor  Management  Corporation.  Additionally,  the Growth Funds incurred
     unrealized losses on investments during the initial period as follows. This
     represents  Class R share  activities  of each  fund  prior to the  initial
     offering of Class R shares:


                                           Per Share              Per Share    
                                         Net Investment           Unrealized
                Fund                        Income                Gain/(Loss)

     Princor Growth Fund, Inc.               $.01                   $(.10)
     Princor World Fund, Inc.                 --                     (.02)

(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          1996        $.43            1.25%             $ 54,932
                        1995         .46            1.30%              151,145
                        1994         .41            1.50%              284,836
                        1993(g)      .32            1.54%(d)           139,439
       Class R          1996         .17            1.47%(d)            --

(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    $.76(b)    $(.25)       $ .51      $(.76)        $--          $(.76)      $11.17  
       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)    11.27     .51(b)     (.13)         .38       (.49)         --           (.49)       11.16  

   Princor Cash Management Fund, Inc.
     Class A
     Year Ended October 31,
       1996                               1.000    .049(b)    --            .049      (.049)        --           (.049)       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(g)                            1.000    .027(b)    --            .027      (.027)        --           (.027)       1.000 
     Year Ended June 30,
       1989                               1.000    .080(b)    --            .080      (.080)        --           (.080)       1.000 
       1988                               1.000    .060       --            .060      (.060)        --           (.060)       1.000 
       1987                               1.000    .053       --            .053      (.053)        --           (.053)       1.000 
     Class R
     Period Ended October 31, 1996(f)     1.000    .030       --            .030      (.030)        --           (.030)       1.000 

   Princor Government Securities
   Income Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              11.31     .70        (.05)         .65       (.70)         --           (.70)       11.26  
       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)    11.27     .47        (.08)         .39       (.45)         --           (.45)       11.21  
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

   Princor Bond Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                                   <C>            <C>          <C>            <C>         <C> 
       1996                                    4.74%        $113,437      .95%(b)       6.85%        3.4%
       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 R
     Period Ended October 31, 1996(f)          3.75%(d)          525     1.28%(b)(e)    6.51%(e)     3.4%(e)

   Princor Cash Management Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                    5.00%         694,962      .66%(b)       4.88%        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
     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)          2.97%(d)        1,639      .99%(e)       4.41%(e)     N/A

   Princor Government Securities
   Income Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                    6.06%         259,029      .81%          6.31%       25.9%
       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)          3.76%(d)          481     1.18%(e)       5.84%(e)    25.9%(e)

<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       $.76              .97%            $ 22,536
                          1995        .77             1.02%              86,018
                          1994        .77             1.09%             120,999
                          1993        .79             1.07%             111,162
                          1992        .82             1.11%             110,868
                          1991        .84             1.15%             100,396
                          1988(c)     .76             1.12%(e)           31,187
   Class R                1996(f)     .51             1.28%(e)                3
                                                                               
Princor Cash Management
   Fund, Inc.
   Class A                1996        .049             .67%               7,102
                          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)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through  October 31, 1996.  The Income Funds Class R
     shares  recognized no net investment income for the period from the initial
     purchase by Princor  Management  Corporation  of Class R shares on February
     27, 1996 through  February  28,  1996.  Certain of the Income Funds Class R
     shares incurred unrealized losses on investments during the initial interim
     period as follows.  This represents  Class R share  activities of each fund
     prior to the initiial public offering of Class R shares:

                                                   Per Share
            Fund                                Unrealized (Loss)

Princor Bond Fund, Inc.                               $(.03)
Princor Government Securities
   Income Fund, Inc.                                   (.03)

(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    $ .68      $ .23       $ .91       $ (.70)        $ --         $(.70)     $ 8.27  
       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)    8.21      .46       (.03)        .43         (.44)          --          (.44)       8.20  

   Princor Limited Term Bond Fund, Inc.
     Class A
     Period Ended October 31, 1996 (g)    9.90      .38(c)    (.04)        .34         (.35)          --          (.35)       9.89  
     Class R
     Period Ended October 31, 1996 (f)    9.90      .36(c)    (.06)        .30         (.32)          --          (.32)       9.88  
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                 Ratios/Supplemental Data

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

   Princor High Yield Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                                <C>          <C>          <C>           <C>           <C>  
       1996                                11.88%      $28,432      1.26%          8.49%        18.8%
       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)      5.60%(d)       124      1.59% (e)      7.84%(e)     18.8%(e)

   Princor Limited Term Bond Fund, Inc.
     Class A
     Period Ended October 31, 1996 (g)      3.62%(d)    17,249       .89% (c)(e)   6.01%(e)     16.5%(e)
     Class R
     Period Ended October 31, 1996 (f)      3.24%(d)        83      1.40% (c)(e)   5.64%(e)     16.5%(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. 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.
   Class A                1988(b)     $.95             1.33%(e)          $32,609

Princor Limited Term
Bond Fund, Inc.
   Class A                1996         .37             1.16%(e)           22,716
   Class R                1996         .35             1.79%(e)               60

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through October 31, 1996.  Princor Limited Term Bond
     Fund,  Inc.  Class R shares  recognized  no net  investment  income for the
     period from the initial purchase by Princor Management Corporation of Class
     R shares on February  27, 1996 through  February  28,  1996.  Additionally,
     Class R shares incurred  unrealized losses on investments of $.02 per share
     during the initial interim period. This represents Class R share activities
     of the fund prior to the initiial public offering of Class R shares.

(g)  Period from  February  29, 1996,  date shares first  offered to the public,
     through  October 31, 1996.  With respect to Class A shares,  net investment
     income, aggregating $.02 per share for the period from the initial purchase
     of shares on February 13, 1996 through  February 28, 1996, was  recognized,
     none of which was  distributed to its sole  stockholder,  Principal  Mutual
     Life  Insurance  Company  during the period.  Additionally,  Class A shares
     incurred  unrealized  losses on  investments  of $.12 per share  during the
     initial interim period.  This  represents  Class A share  activities of the
     fund prior to the initial public offering of Class A shares.
</FN>
</TABLE>

 INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

     GROWTH-ORIENTED FUNDS

     The Growth-Oriented  Funds currently include three Funds which seek capital
appreciation through investments in equity securities of corporations  domiciled
in the U.S. (Capital  Accumulation Fund,  Emerging Growth Fund and Growth Fund),
three Funds which seek capital  appreciation  primarily  through  investments in
equity  securities of corporations  located  outside of the U.S.  (International
Emerging  Markets Fund,  International  SmallCap 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).  Collectively,  these funds are
referred to as the "Growth-Oriented Funds."

     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,  International
Emerging Markets,  International  SmallCap 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.

DOMESTIC

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.

INTERNATIONAL

Principal International Emerging Markets Fund
     The investment objective of Principal  International  Emerging Markets Fund
is  long-term  growth of capital.  The Fund seeks to achieve  this  objective by
investing   primarily  in  equity  securities  of  issuers  in  emerging  market
countries. As used in this Prospectus,  the term "emerging market country" means
any country which, in the opinion of the Manager, is generally  considered to be
an emerging  country by the  international  financial  community,  including the
International  Bank for  Reconstruction  and Development (more commonly known as
the World Bank) and the  International  Financial  Corporation.  These countries
generally  include every nation in the world except the United  States,  Canada,
Japan,  Australia,  New  Zealand  and most  nations  located in Western  Europe.
Currently,  investing in many emerging  countries is not feasible or may involve
unacceptable  political  risks.  The  Fund  focuses  on  those  emerging  market
countries  in which it believes the  economies  are  developing  strongly and in
which the markets are becoming more sophisticated.

     Investments in emerging market  countries  involve  special risks.  Certain
emerging market  countries have  historically  experienced,  and may continue to
experience,  high  rates  of  inflation,  high  interest  rates,  exchange  rate
fluctuations, large amounts of debt, balance of payments and trade difficulties,
and extreme  poverty and  unemployment.  In  addition,  there are certain  risks
associated with investments in foreign securities (see "Risk Factors").

     Under  normal  conditions  at least 65% of the Fund's  total assets will be
invested in emerging  market  country  equity  securities.  The Fund  invests in
securities  of (1) issuers with their  principal  place of business or principal
office in emerging  market  countries,  or (2)  issuers for which the  principal
securities  trading  market  is an  emerging  market  country,  or (3)  issuers,
regardless  of where the  security  is traded,  that derive 50% or more of their
total  revenue  from  either  goods or  services  produced  in  emerging  market
countries or sales made in emerging market countries.

     A small  portion  of the Fund  assets  may also be  invested  in closed end
country  specific   investment   companies  and  sovereign  debt  of  developing
countries.  Closed end  investment  companies  provide a way to gain exposure to
countries  where the  mechanics of trading  securities  are not cost  effective.
Investment in sovereign  debt may have the potential for returns that are higher
than returns on stocks within the country.

     For temporary defensive purposes,  the International  Emerging Markets 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.

Principal International SmallCap Fund
     The  investment  objective  of  Principal  International  SmallCap  Fund is
long-term growth of capital. The strategy of this Fund is to invest primarily in
equity  securities of non-United  States  companies with  comparatively  smaller
market  capitalizations.  Under normal  market  conditions,  the Fund invests at
least  65% of its  assets  in  securities  of  companies  having a total  market
capitalization of $1 billion or less.

     The Fund diversifies its investments  geographically.  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.  For  a  description  of  certain
investment risks associated with foreign securities, see "Risk Factors."

     For  temporary  defensive  purposes,  the  International  SmallCap 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.

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                                      .94%
            A                                    19.36
           Baa                                   77.11
           Ba                                     1.09
            B                                     1.50

     The preceding  percentage for A rated  securities  includes .34% 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                            1.91%
           Ba                            41.54
            B                            54.06
            C                             2.49

     The  above  percentages  for  Ba and B  rated  securities  include  unrated
securities  in the  amount  of .13% and  .21%,  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) A security with a remaining  maturity of 397 days or less that is rated
         (or that has been  issued by an issuer  that is rated in  respect  to a
         class of  short-term  debt  obligations,  or any  security  within that
         class,  that is  comparable in priority and security with the security)
         by a nationally  recognized  statistical rating  organization in one of
         the two highest rating categories for short-term debt obligations; or

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

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

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

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

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

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

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

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

     The objective of Princor Cash Management Fund is to seek as high a level of
current income available from short-term  securities as is considered consistent
with  preservation  of principal and  maintenance  of liquidity by investing its
assets  in  a  portfolio  of  money  market  instruments.   These  money  market
instruments are U.S. Government  Securities,  U.S. Government Agency Securities,
Bank Obligations, Commercial Paper, Short-term Corporate Debt, Taxable Municipal
Obligations 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.

     Taxable  Municipal   Obligations  are  short-term   obligations  issued  or
guaranteed by state and municipal issuers which generate taxable income.

     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,  International Emerging Markets,  International SmallCap,
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,  International  Emerging
Markets,  International  SmallCap,  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:   International   Emerging   Markets,
International  SmallCap,  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.   Debt  securities  issued  in  the  United  States  pursuant  to  a
registration statement filed with the Securities and Exchange Commission are not
treated as foreign securities for purposes of these  limitations.  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. 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.

     Securities of many foreign issuers may be less liquid and their prices more
volatile than those of comparable  domestic issuers.  In particular,  securities
markets in emerging market countries are known to experience long delays between
the trade and  settlement  dates of securities  purchased and sold,  potentially
resulting  in a lack  of  liquidity  and  greater  volatility  in the  price  of
securities on those markets.  In addition,  investments in smaller companies may
present greater  opportunities  for capital  appreciation,  but may also involve
greater  risks than large,  mature  issuers.  Such  companies  may have  limited
product  lines  and  financial  resources.  Their  securities  may trade in more
limited volume than larger companies and may therefore experience  significantly
more price volatility and less liquidity than securities of larger companies. As
a result of these  factors,  the Boards of  Directors  of the Funds have adopted
Daily Pricing and Valuation  Procedures  for the Funds which set forth the steps
to be followed by the Manager and  Sub-Advisor to establish a reliable market or
fair value if a reliable  market value is not  available  through  normal market
quotations.  Oversight of this process is provided by the Executive Committee of
the Boards of Directors.

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 March 31, 1997, the Manager served as investment  advisor for 26
such funds with assets totaling approximately $4.1 billion.

     The  Manager  is  responsible  for  investment  advisory,   managerial  and
administrative  services for the Funds. However,  under a Sub-Advisory Agreement
between Invista Capital Management,  Inc.  ("Invista") and the Manager,  Invista
performs all the  investment  advisory  responsibilities  of the Manager for 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.   Assets  under  management  at  March  31,  1997  were
approximately  $20.2 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). Vice President,
                             (Fund's inception)     Invista Capital Management, Inc. since 1995; Investment Officer,
                                                    92-95. Prior thereto, Security Analyst.

Bond                         November, 1996         Scott A. Bennett,CFA (MBA degree, University of Iowa) Assistant Director
                                                    Investment Securities, Principal Mutual Life Insurance Company since 1996;
                                                    Prior thereto, Investment Manager.

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. Co-Manager since
                                                    November 1996: Catherine A. Green, CFA, (MBA degree, Drake University).
                                                    Vice President,  Invista Capital Management, Inc. since 1987.

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.

International Emerging       May, 1997              Kurtis D. Spieler, CFA (MBA degree, Drake University). Vice President,
Markets                      (Fund's inception)     Invista Capital Management Company since 1995; Investment Officer, 94-95.
                                                    Prior thereto, Investment Manager, Principal Mutual Life Insurance Company.

International SmallCap       May, 1997              Darren K. Sleister, CFA (MBA degree, University of Iowa). Investment
                             (Fund's inception)     Officer, Invista Capital Management Company since 1995; Prior thereto,
                                                    Security Analyst.

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,
                             (Fund's inception)     Invista Capital Management, Inc. since 1987.

World                        April, 1994            Scott D. Opsal, CFA, (MBA degree, University of Minnesota). Executive Vice
                                                    President and Chief Investment Officer, Invista Capital Management, Inc.
                                                    since 1997. Vice President, 1986-1997.
</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 R Shares
                                               ----------------------------         ----------------------------
                                                                    Total                                Total
                                               Manager's         Annualized         Manager's         Annualized
            Fund                                  Fee             Expenses             Fee             Expenses
<S>                                             <C>                <C>                <C>               <C>  
         Balanced                               .60%               1.28%              .60%              1.49%
         Blue Chip                              .50%               1.33%              .50%              1.48%
         Bond                                   .47%                .95%*             .50%              1.28%*
         Capital Accumulation                   .43%                .69%              .45%              1.16%
         Cash Management                        .37%                .66%*             .38%               .99%*
         Emerging Growth                        .62%               1.32%              .62%              1.53%
         Government Securities Income           .46%                .81%              .46%              1.18%
         Growth                                 .46%               1.08%              .46%              1.42%
         High Yield                             .60%               1.26%              .60%              1.59%
         Limited Term Bond                      .23%                .89%*             .11%              1.40%*
         Utilities                              .52%               1.17%*             .60%              1.47%*
         World                                  .73%               1.45%              .73%              1.59%

<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,  1.50% 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
$1,650,714  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  and mailing it to  Princor.  You may obtain  either of
these applications by calling Princor at  1-800-774-6267.  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 or account
established  under the Uniform  Gifts to Minors Act or Uniform  Transfers  Act).
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 may be  subject  to a  contingent
deferred  sales charge if redeemed  within 18 months of purchase.  See "Offering
Price of Funds'  Shares."  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."

     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.  Orders
from  individuals  for Class R shares  for $1 million or more will be treated as
orders for Class A shares and will 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.

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 Except              Sales Charge for
                                    Limited Term Bond Fund        Limited Term Bond Fund         Dealers Allowance as
                                     Sales Charge as % of:         Sales Charge as % of:          % of Offering Price
                                   ------------------------      ------------------------    --------------------------------
                                   Offering      Net Amount      Offering      Net 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%          1.10%            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.

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

     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 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,  International  Emerging Markets,  International SmallCap 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
International  Emerging Markets,  International SmallCap and World Funds 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 March, June and September 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 June 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  International  Emerging Markets,
International  SmallCap and World Funds 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.

Individual Retirement Accounts

     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;  distributions
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;
distributions  for medical  expenses;  distributions  for certain  unemployement
expenses and  distributions  after 1997 for first home purchases (up to $10,000)
and higher education expenses.

     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.

Non-IRA Accounts

     In each fiscal year when,  at the close of such year,  more than 50% of the
value of the  International  Emerging Markets,  International  SmallCap or World
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.

Withholding

     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.

PERIODIC WITHDRAWAL PLAN

     A shareholder  may request that a fixed number of Class A shares or Class R
shares ($25 initial  minimum  amount) or enough Class A shares or Class R shares
to produce a fixed  amount of money ($25  initial  minimum  amount) be withdrawn
from  an  account  monthly,   quarterly,   semiannually  or  annually.  Periodic
withdrawals  from  non-Money  Market  Fund Class A share  accounts  opened  with
purchases  of Class A shares of  $1,000,000  or more,  may be subject to a CDSC.
However,  each year a shareholder may make periodic  withdrawals of up to 10% of
the value of a Class A share account 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 the  Class A 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  the  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.
An investor may initiate a Periodic  Withdrawal Plan by signing an Agreement for
Periodic  Withdrawal  Form and  depositing any share  certificate  that has been
issued, or if no certificate has been issued and telephone  transaction services
apply to the account, by telephoning 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 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 June  9,  1997,  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            5,953,842               33.18%
 Limited Term Bond Fund               1,083,961               52.58%

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;  International  Emerging Markets - May 27, 1997;  International SmallCap -
May 27,  1997;  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  International  Emerging  Markets
Fund, International SmallCap Fund and 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.




               PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
                   PRINCIPAL INTERNATIONAL SMALLCAP 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.


                       Statement of Additional Information

   
                              dated August 29, 1997


     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 August 29, 1997.
    

     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-8

                                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................................        31
Manager and Sub-Advisor............................................        34
Cost of Manager's Services.........................................        35
Brokerage on Purchases and Sales of Securities.....................        38
How to Purchase Shares.............................................        40
Offering Price of Funds' Shares....................................        43
Distribution Plan..................................................        49
Determination of Net Asset Value of Funds' Shares .................        52
Performance Calculation............................................        53
Tax Treatment of Funds, Dividends and Distributions  ..............        58
Financial Statements ..............................................        61
Appendix A.........................................................        62
International Emerging Markets Fund and International SmallCap  
  Fund Statements of Net Assets....................................        67
    

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  six Funds  which seek  primarily  capital  appreciation  through
investments in equity securities  (Capital  Accumulation  Fund,  Emerging Growth
Fund, Growth Fund,  International Emerging Markets Fund,  International SmallCap
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.

- -----------------------------------         -----------------------------------
INCOME                                       INCOME WITH GROWTH
PRINCOR GOVERNMENT                           PRINCOR UTILITIES FUND
SECURITIES INCOME FUND                       ... for investors seeking current
 ... for investors seeking a high             income and long-term growth of
level of current income, liquidity,          income and capital from securities
and relative safety from a portfolio         issued by public utilities 
emphasizing GNMA securities.                 companies.
- -----------------------------------         -----------------------------------
PRINCOR LIMITED                              GROWTH & INCOME
TERM BOND FUND                               PRINCOR
 ... for investors seeking a high             BALANCED FUND
level of current income combined             ... for investors seeking total
with a relative high level of stability      return from a flexible portfolio of
of principal by investing in                 common stocks, corporate bonds
fixed-income securities with                 and money market securities.
maturities of 5 years or less.              -----------------------------------
- -----------------------------------          PRINCOR
PRINCOR                                      BLUE CHIP FUND
BOND FUND                                    ... for investors seeking growth
 ... for investors seeking high               of capital and growth of income
current income from a portfolio of           from stocks of well capitalized,
higher quality bonds.                        established companies.
                                            -----------------------------------
- -----------------------------------          LONG-TERM GROWTH
PRINCOR TAX-EXEMPT                           PRINCOR CAPITAL
BOND FUND                                    ACCUMULATION FUND
 ... for investors seeking a high             ... for investors seeking long-
level of current income exempt               term capital appreciation, with
from federal income tax, consis-             growth of income as a secondary
tent with preservation of capital.           objective.
                                            -----------------------------------
(Income may be subject to Alternative        PRINCOR
Minimum Tax for some investors.)             GROWTH FUND
- -----------------------------------          ... for investors seeking long-
PRINCOR HIGH                                 term growth opportunities from a
YIELD FUND                                   common stock portfolio.
 ... for investors seeking higher            -----------------------------------
current income froma portfolio of            PRINCOR WORLD FUND
lower or non-rated fixed-income              ... for investors seeking growth
securities.                                  from common stocks of companies
                                             domiciled in any of the major
- -----------------------------------          nations of the world.
MONEY MARKET FUNDS                          ------------------------------------
PRINCOR CASH                                 PRINCIPAL INTERNATIONAL EMERGING   
MANAGEMENT FUND                              MARKETS FUND                      
 ... for investors seeking income,            ... for investors seeking long-term
liquidity, and the stability of              growth of capital from securities  
money market securities.                     issued in emerging market          
                                             countries.                         
- -----------------------------------         ------------------------------------
 PRINCOR TAX-EXEMPT CASH                     PRINCIPAL INTERNATIONAL            
 MANAGEMENT FUND                             SMALLCAP FUND                      
 ... for investors seeking income,           ...for investors seeking long-term 
 liquidity, and the stability of             growth of capital from securities
 money market securities with tax            issued of non-United States  
 advantages.                                 companies with comparitively
- -----------------------------------          smaller market capitalization.   
                                            ------------------------------------
                                             MAXIMUM CAPITAL APPRECIATION       
*These illustrations represent comparative   PRINCOR EMERGING                   
 relationships only with regard to the       GROWTH FUND                        
investment objectives sought by the funds.   ... for investors seeking long-    
Relative income, stability and growth        term capital growth from           
may vary among the funds with certain        securities of emerging and other   
market conditions. In no way should the      growth-oriented companies.         
illustrations be construed as projected     ------------------------------------
relative 

GROWTH-ORIENTED FUNDS

INVESTMENT OBJECTIVES

          Principal  International  Emerging Markets Fund, Inc.  ("International
          Emerging  Markets Fund") seeks to achieve  long-term growth of capital
          by  investing  primarily in equity  securities  of issuers in emerging
          market countries.

          Principal International SmallCap Fund, Inc.  ("International  SmallCap
          Fund")  seeks to achieve  long-term  growth of  capital  by  investing
          primarily in equity  securities of non-United  States  companies  with
          comparatively smaller market capitalizations.

          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,  International  Emerging
Markets Fund, International SmallCap 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,  International  Emerging  Markets  Fund,
International SmallCap Fund, Utilities Fund and World 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)
               except that this limitation  shall apply only with respect to 75%
               of the total assets of the  International  Emerging  Markets Fund
               and the International SmallCap Fund; 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,
                    International Emerging Markets Fund,  International SmallCap
                    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.  The  2%  limitation  for  the  International  Emerging
               Markets  Fund  and  International  SmallCap  Fund  also  includes
               warrants not listed on the Toronto Stock Exchange and the Chicago
               Board Options 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 International  Emerging Markets Fund and International SmallCap Fund
have also adopted the following  restriction  which is not a fundamental  policy
and may be changed without shareholder  approval.  It is contrary to each 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  and the  Funds  may  purchase  securities  of
               closed-end  companies in the open market where no  underwriter or
               dealer's  commission or profit,  other than a customary  broker's
               commission, is involved.

        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.

        The World Fund has also adopted the following restriction which is not a
fundamental  policy  and may be  changed  without  shareholder  approval.  It is
contrary to the World Fund's present policy to:

         (1)   Invest  more  than  10% of its  assets  in  securities  of  other
               investment companies,  invest more than 5% of its total assets in
               the  securities of any one  investment  company,  or acquire more
               than  3%  of  the  outstanding   voting  securities  of  any  one
               investment   company   except  in   connection   with  a  merger,
               consolidation or plan of reorganization.

Capital Accumulation Fund and Growth Fund

        Each of the following  numbered  restrictions is a matter of fundamental
policy  and  may  not be  changed  without  shareholder  approval.  The  Capital
Accumulation Fund and Growth Fund each may not:

          (1)  Concentrate its investments in any one industry. No more than 25%
               of the  value of its total  assets  will be  invested  in any one
               industry.

          (2)  Purchase the  securities of any issuer if the purchase will cause
               more than 5% of the value of its total  assets to be  invested in
               the  securities  of any  one  issuer  (except  U.  S.  Government
               securities).

          (3)  Purchase the  securities of any issuer if the purchase will cause
               more than 10% of the  voting  securities,  or any other  class of
               securities of the issuer, to be held by the Fund.

          (4)  Underwrite securities of other issuers,  except that the Fund may
               acquire portfolio  securities under  circumstances  where if sold
               the Fund  might be  deemed an  underwriter  for  purposes  of the
               Securities  Act of 1933.  

          (5)  Purchase  securities  of any  company  with a record of less than
               three   years'   continuous    operation   (including   that   of
               predecessors) if the purchase would cause the value of the Fund's
               aggregate  investments  in all such companies to exceed 5% of the
               Fund's total assets.

          (6)  Engage in the  purchase  and sale of illiquid  interests  in real
               estate. For this purpose,  readily  marketable  interests in real
               estate investment trusts are not interests in real estate.

          (7)  Engage  in the  purchase  and sale of  commodities  or  commodity
               contracts.

          (8)  Purchase  securities  of other  investment  companies  except  in
               connection   with   a   merger,   consolidation,   or   plan   of
               reorganization.

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

          (10) Purchase  securities  on  margin,   except  it  may  obtain  such
               short-term   credits  as  are  necessary  for  the  clearance  of
               transactions.  The  Fund  will  not  effect  a  short  sale  of a
               security.  The  Fund  will  not  issue  or  acquire  put and call
               options.

          (11) Invest  more  than 5% of its  assets at the time of  purchase  in
               rights and warrants  (other than those that have been acquired in
               units or attached to other securities).

          (12) Invest more than 20% of its total assets in securities of foreign
               issuers.

        In addition:

          (13) The Fund may not make loans except that the Fund may (i) purchase
               and hold  debt  obligations  in  accordance  with its  investment
               objective   and   policies,   and  (ii)  enter  into   repurchase
               agreements.

          (14) The Fund does not propose to borrow money except for temporary or
               emergency  purposes  from  banks in an amount  not to exceed  the
               lesser  of  (i) 5% of  the  value  of  the  Fund's  assets,  less
               liabilities other than such borrowings, or (ii) 10% of the Fund's
               assets taken at cost at the time such borrowing is made. The Fund
               may not pledge, mortgage, or hypothecate its assets (at value) to
               an extent greater than 15% of the gross assets taken at cost.

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

          (1)  Invest in  companies  for the  purpose of  exercising  control or
               management.

          (2)  Purchase  warrants in excess of 5% of its total assets,  of which
               2% may be  invested  in  warrants  that are not listed on the New
               York or American Stock Exchange.

          (3)  Invest  more  than 15% of its  total  assets  in  securities  not
               readily marketable and in repurchase  agreements maturing in more
               than seven days.

          (4)  Invest in real estate limited partnership interests.

          (5)  Invest in interests in oil, gas, or other mineral  exploration or
               development  programs,   but  the  Fund  may  purchase  and  sell
               securities of companies which invest or deal in such interests.

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,  but 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 International Emerging Markets, International SmallCap, 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:   International  Emerging  Markets,
International SmallCap and World Fund - 100%; Balanced, Blue Chip, Bond, Capital
Accumulation,  Emerging Growth,  Growth, High Yield,  Limited Term Bond Fund and
Utilities Funds - 20%. Debt securities issued in the United States pursuant to a
registration statement filed with the Securities and Exchange Commission are not
treated as foreign securities for purposes of these limitations.

        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.  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.

        Securities  of many foreign  issuers may be less liquid and their prices
more  volatile  than  those  of  comparable  domestic  issuers.  In  particular,
securities  markets in emerging  market  countries are known to experience  long
delays between the trade and settlement dates of securities  purchased and sold,
potentially resulting in a lack of liquidity and greater volatility in the price
of securities on those markets.  In addition,  investments in smaller  companies
may present greater opportunities for capital appreciation, but may also involve
greater  risks than large,  mature  issuers.  Such  companies  may have  limited
product  lines  and  financial  resources.  Their  securities  may trade in more
limited volume than larger companies and may therefore experience  significantly
more price volatility and less liquidity than securities of larger companies. As
a result of these  factors,  the Boards of  Directors  of the Funds have adopted
Daily Pricing and Valuation  Procedures  for the Funds which set forth the steps
to be followed by the Manager and  Sub-Advisor to establish a reliable market or
fair value if a reliable  market value is not  available  through  normal market
quotations.  Oversight of this process is provided by the Executive Committee of
the Boards of Directors.

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,  International  Emerging Markets,  International  SmallCap,
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 International Emerging Markets,  International SmallCap and World Funds
may, but are not  obligated  to, enter into forward  foreign  currency  exchange
exchange  contracts but may do so only under two  circumstances.  First,  when a
Fund 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 a Fund's  securities  are
denominated  may suffer a substantial  decline against the U.S.  dollar.  A Fund
generally will not enter into a forward contract with a term of greater than one
year.

     The International Emerging Markets,  International SmallCap and World Funds
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 a Fund are  denominated.  They  will not  enter  into  such
forward  contracts  for  speculative  purposes.  A 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 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.")

        (7)    Taxable Municipal Obligations -- Short-term obligations issued or
               guaranteed by state and municipal  issuers which generate taxable
               income.

        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
- - 32.6% and 35.8%;  Blue Chip Fund  13.3% and 26.1%;  Bond Fund - 3.4% and 5.1%;
Capital  Accumulation  Fund - 50.2% and 46.0%;  Emerging Growth Fund - 12.3% and
13.5%;  Government  Securities Income Fund - 25.9% and 10.1%; Growth Fund - 1.8%
and 12.2%;  High Yield Fund - 18.8% and 40.3%;  Limited  Term Bond Fund - 16.5%;
Tax-Exempt Bond Fund - 9.8% and 17.6%;  Utilities Fund - 34.2% and 13.0%;  World
Fund - 23.8% and 35.4%.  In view of the  investment  objectives  and  management
policies of the International  Emerging Markets Fund and International  SmallCap
Fund,  it is  anticipated  that their  annual  portfolio  turnover  rates should
generally not exceed 75-100%, but in any particular year market conditions could
result in portfolio activity greater than anticipated.

DIRECTORS AND OFFICERS OF THE FUNDS

        The following  listing  discloses the  principal  occupations  and other
principal business  affiliations of the Funds' Officers and Directors during the
past five years.  All  Directors  and  Officers  listed  here also hold  similar
positions with each of the other mutual funds sponsored by Principal Mutual Life
Insurance  Company,  except  Principal  Special  Markets Fund,  Inc. All mailing
addresses are The Principal  Financial  Group,  Des Moines,  Iowa 50392,  unless
otherwise indicated.

     James  D.  Davis,  63,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
     Attorney. Vice President, Deere and Company, Retired.

     *Roy W. Ehrle,  69,  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, 54, Director. P.O. Box 805, Grinnell,  Iowa. President
     and Professor of Mathematics, Grinnell College since 1991.

     @Richard W. Gilbert, 57, Director. 1357 Asbury Avenue, Winnetka,  Illinois.
     President,   Gilbert  Communications,   Inc.  since  1993.  Prior  thereto,
     President and Publisher, Pioneer Press.

     *&J. Barry Griswell, 48, Director and Chairman of the Board. Executive Vice
     President, Principal Mutual Life Insurance Company, since 1996; Senior Vice
     President,   1991-1996.   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, 61, 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.  3930 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,  45,  Treasurer.   Treasurer,  Principal  Mutual  Life
     Insurance Company since 1996. Prior thereto, Associate Treasurer.

     *Michael J. Beer , 36, Financial  Officer.  Senior Vice President and Chief
     Operating  Officer,  Princor  Financial  Services  Corporation  and Princor
     Management Corporation, since 1997. Prior thereto, Vice President and Chief
     Operating Officer.

     David J. Brown,  37,  Assistant  Counsel.  Counsel,  Principal  Mutual Life
     Insurance  Company  since  1995;   Attorney,   1994-1995.   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,  42,  Assistant  Secretary.  Assistant  Vice  President,
     Registered  Products,  Princor Financial  Services  Corporation and Princor
     Management Corporation,  since 1995. Prior thereto, Product Development and
     Compliance Officer.

     Jane E. Karli,  40,  Assistant  Treasurer.  Senior  Accounting  and Custody
     Administrator,  Principal Mutual Life Insurance  Company since 1994; Senior
     Investment  Cost  Accountant   1993-1994;   Senior  Investment   Accountant
     1992-1993. Prior thereto, Manager-Investment Accounting and Treasury.

     *Michael D. Roughton, 46, 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.

        The  following  information  relates to  compensation  paid by each fund
during the fiscal year ended October 31, 1996.

                             Each Princor Fund                Princor
                          except Princor Limited           Limited Term
           Director           Term Bond Fund                 Bond Fund
           --------           --------------                 ---------
James D. Davis                       $1,200                     $1,200
Roy W. Ehrle                         $1,200                     $1,200
Pamela A. Ferguson                   $1,350                     $1,200
Richard W. Gilbert                   $1,200                     $1,200
Barbara A. Lukavsky                  $1,350                     $1,200
Richard G. Peebler                   $1,350*                    $1,200

*  Richard G.  Peebler  received  $1,350 from each of the  Principal  funds.  He
   received an  additional  $150 from  Princor  Emerging  Growth  Fund,  Princor
   Capital  Accumulation Fund and Princor Growth Fund and $75 from Princor World
   Fund due to his  participation  in the  executive  committee of each of those
   funds.

        None of the mutual  funds  provide  retirement  benefits  for any of the
directors.  Total compensation from the 28 investment  companies included in the
fund complex for the fiscal year ended October 31, 1996 was as follows:

James D. Davis          $31,200       Richard W. Gilbert           $30,000
Roy W. Ehrle            $30,000       Barbara A. Lukavsky          $34,800
Pamela A. Ferguson      $34,800       Richard G. Peebler           $34,575

       As of October 31, 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                           532,971                  10.03%
  Blue Chip                           64,626                   2.10%
  Bond                               178,456                   1.64%
  Capital Accumulation             6,816,431                  42.25%
  Cash Management                  5,892,612                    .85%
  Emerging Growth                     46,812                    .64%
  Government Securities Income        94,237                    .39%
  Growth                              37,639                    .58%
  High Yield                       1,120,725                  30.20%
  Limited Term Bond                1,040,563                  59.01%
  Tax-Exempt Bond                     92,619                    .58%
  Tax-Exempt Cash Management       1,027,106                   1.04%
  Utilities                           85,757                   1.35%
  World                            4,167,246                  17.93%
  ----------------------------------------------------------------------

         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  $18.0 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:

<TABLE>
<CAPTION>

                                                Balanced, High  International  International
                            World   Emerging         Yield        Emerging       SmallCap     All Other
   Net Asset Value of Fund  Fund   Growth Fund  Utilities Fund      Fund           Fund         Funds
   --------------------------------------------------------------------------------------------------
<S>                          <C>      <C>            <C>           <C>             <C>          <C> 
First         $100,000,000   .75%     .65%           .60%          1.25%           1.20%        .50%
Next           100,000,000   .70%     .60%           .55%          1.20%           1.15%        .45%
Next           100,000,000   .65%     .55%           .50%          1.15%           1.10%        .40%
Next           100,000,000   .60%     .50%           .45%          1.10%           1.05%        .35%
Over           100,000,000   .55%     .45%           .40%          1.05%           1.00%        .30%
</TABLE>

       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                            $  77,658,393              .60%
     Blue                                   52,490,401               .50
     Chip                                  121,938,969              .49*
     Bond                                  447,201,123               .43
     Capital Accumulation                  697,121,081              .37*
     Cash Management                       259,960,901               .62
     Emerging Growth                       271,095,796               .46
     Government Securities Income          254,393,295               .46
     Growth                                 30,669,461              .60
     High Yield                             17,444,164               .11*
     Limited Term Bond                     192,973,655              .48
     Tax-Exempt Bond                        98,508,842              .43*
     Tax-Exempt Cash Management             72,212,558              .60*
     Utilities                             189,078,438              .73
     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.

       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                     $    404,461      $  330,469          $  282,514
  Blue Chip                         212,845         154,603             125,655
  Bond                             534,366*        489,133*            447,108*
  Capital Accumulation            1,671,502       1,380,466           1,212,997
  Cash Management                2,555,687*       1,980,472*          1,324,627*
  Emerging Growth                 1,293,848         772,512             463,046
  Government Securities Income    1,223,631       1,165,241           1,178,688
  Growth                          1,040,897         701,276             485,565
  High Yield                        159,773         129,542             119,036
  Limited Term Bond                  18,619* **
  Tax-Exempt Bond                   888,967         828,825             854,230
  Tax-Exempt Cash Management       451,467*         471,994*            406,047*
  Utilities                        375,780*         367,403*            340,121*
  World                           1,154,783         881,227             716,044

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

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

        The Manager waived $25,970 of its fee for the Limited Term Bond Fund for
the period  ended  October 31, 1996.  The Manager  waived  $28,413,  $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 $76,266,  $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 $13,242, $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 $61,622, $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:

       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                          $251,542          $220,147      $   241,156
  Blue Chip                          206,942           146,409          123,381
  Bond                               221,648           213,198          226,146
  Capital Accumulation               567,786           510,906          513,568
  Cash Management                  1,762,455         1,494,200        1,077,477
  Emerging Growth                    942,986           612,488          514,920
  Government Securities Income       394,360           435,625          545,148
  Growth                             837,917           584,133          455,138
  High Yield                          66,305            86,915           76,576
  Limited Term Bond                  32,982*
  Tax-Exempt Bond                    145,931           193,662          254,209
  Tax-Exempt Cash Management         205,099           214,963          205,771
  Utilities                          288,489           211,232          281,532
  World                              598,305           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,  1.25% for the Class B shares  and 1.50% 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 for the  International  Emerging Markets Fund and
International  SmallCap  Fund,  which  are  dated  June  9,  1997,  provide  for
continuation in effect until the conclusion of the first meeting of shareholders
of the Funds, and if approved by a vote of the outstanding  voting securities of
the Funds,  shall  continue in effect in the same manner as such  agreements for
the other Princor Funds.  Each of these agreements  provides for continuation in
effect  from  year to year  only so long as such  continuation  is  specifically
approved at least  annually  either by the Board of  Directors of the Fund or by
vote of a majority of the outstanding  voting  securities of the Fund,  provided
that in either event such  continuation  shall be approved by vote of a majority
of the Directors who are not "interested  persons" (as defined in the Investment
Company Act of 1940) of the Manager,  Principal Mutual Life Insurance Company or
its subsidiaries or the Fund, cast in person at a meeting called for the purpose
of voting on such  approval.  The Agreements may be terminated at any time on 60
days written notice to the Manager by the Board of Directors of the Fund or by a
vote of a majority of the outstanding securities of the Fund and by the Manager,
Invista or Principal  Mutual Life Insurance  Company,  as the case may be, on 60
days written notice to the Fund. The Agreements will automatically  terminate in
the event of their assignment.

         The Manager assumed  management of the World Fund's portfolio on August
1, 1988. Prior to that time, the previous Investment Advisor for the World Fund,
as  compensation  for its  services  to the  Fund,  had been  receiving  monthly
compensation  in the form of an  advisory  fee at an annual rate of 1/2 of 1% of
the average daily net assets of the Fund. In addition,  the  Investment  Advisor
received an annual fee,  paid  monthly,  for the  administrative  services at an
annual rate of 1.5% of the first  $10,000,000  of the Fund's  average net assets
during the month preceding each payment, decreasing to 1% on assets in excess of
$10,000,000  and  1/2 of 1% of the  Fund's  assets  in  excess  of  $30,000,000.
Overall,  the Fund's  aggregate  expenses  for any fiscal year other than taxes,
brokerage fees, Directors' fees,  commissions,  and extraordinary expenses, such
as litigation,  could not exceed 2% of the first $10,000,000 of the Fund's total
net assets,  1.5% of the next  $20,000,000 and 1% of the Fund's total net assets
in excess of $30,000,000. The aggregate of these two fees could have amounted to
a  maximum  of 2.0% of net  assets,  which is higher  than most  funds pay as an
advisory fee;  however,  the  administrative  services fee included  payment for
certain  expenses  most other funds are  required to pay  themselves.  Under the
prior agreement,  when the accrued amount of such expenses exceeded the 2% limit
the monthly payment to the Advisor was reduced by the amount of such excess. For
the  seven-month  period  ended  July  31,  1988,  the Fund  paid  the  previous
Investment  Advisor  $9,811 for  investment  advisory  services  and $29,433 for
administrative services and other expenses.

BROKERAGE ON PURCHASES AND SALES OF SECURITIES

        In  distributing  brokerage  business  arising out of the  placement  of
orders for the purchase and sale of  securities  for any Fund,  the objective of
the  Fund's  Manager or  Sub-Advisor  is to obtain the best  overall  terms.  In
pursuing this  objective,  the Manager or  Sub-Advisor  considers all matters it
deems relevant,  including the breadth of the market in the security,  the price
of the security,  the financial condition and executing capability of the broker
or dealer and the  reasonableness  of the  commission,  if any (for the specific
transaction and on a continuing basis). This may mean in some instances that the
Manager or Sub-Advisor  will pay a broker  commissions that are in excess of the
amount of  commission  another  broker might have charged for executing the same
transaction  when the Manager or Sub-Advisor  believes that such commissions are
reasonable  in  light of (a) the size and  difficulty  of  transactions  (b) the
quality of the execution provided and (c) the level of commissions paid relative
to commissions paid by other institutional  investors.  (Such factors are viewed
both in terms of that particular  transaction  and in terms of all  transactions
that  broker  executes  for  accounts  over  which the  Manager  or  Sub-Advisor
exercises  investment  discretion.  The  Manager  or  Sub-Advisor  may  purchase
securities in the over-the-counter  market,  utilizing the services of principal
market makers,  unless better terms can be obtained by purchases through brokers
or dealers,  and may purchase  securities  listed on the New York Stock Exchange
from  non-Exchange  members in  transactions  off the  Exchange.) The Manager or
Sub-Advisor  gives  consideration  in the  allocation  of  business  to services
performed by a broker (e.g.  the  furnishing  of  statistical  data and research
generally consisting of information of the following types: analyses and reports
concerning issuers, industries,  economic factors and trends, portfolio strategy
and performance of client accounts). If any such allocation is made, the primary
criteria  used will be to obtain the best overall  terms for such  transactions.
The Manager or Sub-Advisor  may pay additional  commission  amounts for research
services.  Such statistical data and research  information received from brokers
or dealers may be useful in varying  degrees and the Manager or Sub-Advisor  may
use it in  servicing  some or all of the accounts it manages.  Some  statistical
data and research information may not be useful to the Manager or Sub-Advisor in
managing the client  account,  brokerage for which  resulted in the Manager's or
Sub-Advisor's receipt of the statistical data and research information. However,
in the Manager's or Sub-Advisor's opinion, the value thereof is not determinable
and it is not expected  that the  Manager's or  Sub-Advisor's  expenses  will be
significantly  reduced since the receipt of such  statistical  data and research
information is only supplementary to the Manager's or Sub-Advisor's own research
efforts.  The Manager or Sub-Advisor  allocated  portfolio  transactions for the
Funds indicated in the following table to certain brokers during the fiscal year
ended October 31, 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                      $12,006
          Blue Chip                       1,630
          Capital Accumulation           53,240
          Emerging Growth                 9,020
          Growth                          6,805
          High Yield                        250
          World                           7,635
          ------------------------- -----------------------

         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                 $ 41,537         $ 34,622         $ 23,780
      Blue Chip                  17,198           21,040            8,536
      Capital Accumulation      375,742          335,720          259,072
      Emerging Growth            99,466           59,471           51,538
      Growth                     64,704           56,733           51,904
      Utilities                  70,140           27,861           58,245
      World                     338,670          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:

<TABLE>
<CAPTION>
               Commissions Paid to Principal Financial Securities, Inc. 

                            Total Dollar     As Percent of      As Percent of Dollar Amount
         Fund                  Amount       Total Commissions   of Commissionable Transactions
<S>                            <C>                <C>                       <C> 
Capital Accumulation Fund      $16,593            4.4%                      6.0%
Utilities Fund                   2,217            3.2%                      3.9%
</TABLE>

<TABLE>
<CAPTION>
                   Commissions Paid to Morgan Stanley and Co.

                            Total Dollar     As Percent of      As Percent of Dollar Amount
         Fund                  Amount      Total Commissions   of Commissionable Transactions
<S>                             <C>             <C>                        <C> 
Balanced Fund                   $  555          1.3%                       1.0%
Blue Chip Fund                     420          3.0%                       3.0%
Capital Accumulation Fund        9,400          2.5%                       1.9%
Emerging Growth Fund               500           .5%                        .9%
World Fund                       4,038          1.2%                       3.2%
</TABLE>

     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 no CDSC is payable  with respect to
redemption  of Class A shares  used to fund a Princor  401(a) or Princor  401(k)
retirement plan, except  redemptions  resulting from the termination of the plan
or  transfer  of plan  assets.  In  addition,  the  CDSC  will be  waived  in
connection with 1) redemption of shares from retirement plans to satisfy minimum
distribution  rules under the Code or 2) shares  redeemed  through a  systematic
withdrawal plan that permits up to 10% of the value of a  shareholder's  Class A
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.
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%  (0.15% for the Limited Term Bond Fund) 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 5%% 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
anagency 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 Fund        Limited Term Bond Fund           % of Offering Price
                                        Sales Charge as % of:        Sales 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>  
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 plan
purchase is made;  the  Statement  of Intention  may not be submitted  after the
initial plan purchase and 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, 1997 and ending January 31,
1998,  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.  This provision does not
apply to purchase of Class A shares  used to fund a defined  contribution  plan.
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 Plain 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 Made        Limited Term Bond Fund    Limited Term Bond Fund 
     --------------------      ----------------------    ----------------------
2 years or less                         4.0%                     1.25%
more than 2 years, up to 4 years        3.0%                     0.75% 
more than 4 years, up to 5 years        2.0%                     0.50% 
more than 5 years, up to 6 years        1.0%                     0.25% 
more than 6 years                       None                     None

     In determining  whether a CDSC is payable on any redemption,  the Fund will
first  redeem  shares not  subject to any charge,  and then shares held  longest
during the six-year period.  For information on how sales charges are calculated
if shares are exchanged, see "How to Exchanges Shares" in the Prospectus.

     The CDSC will be waived on redemptions of Class B shares in connection with
the following types of transactions:

     a.   Shares redeemed due to a shareholder's death;

     b.   Shares redeemed due to the shareholder's disability, as defined in the
          Internal Revenue Code of 1986 (the "Code"), as amended;

     c.   Shares redeemed from retirement plans to satisfy minimum  distribution
          rules under the Code;

     d.   Shares redeemed to pay surrender charges;

     e.   Shares redeemed to pay retirement plan fees;

     f.   Shares redeemed  involuntarily  from small balance accounts (values of
          less than $300);

     g.   Shares redeemed  through a systematic  withdrawal plan that permits up
          to 10% of the value of a shareholder's  Class B shares of a particular
          Fund on the last business day of December of each year to be withdrawn
          automatically in equal monthly installments throughout the year;

     h.   Shares  redeemed  from a retirement  plan to assure the plan  complies
          with Sections 401(k), 401(m), 408(k) and 415 of the Code; or

     i.   Shares redeemed from  retirement  plans qualified under Section 401(a)
          of  the  Code  due  to  the  plan  participant's  death,   disability,
          retirement  or  separation   from  service  after  attaining  age  55.
          

     Underwriting fees from the sale of shares for the periods indicated were as
follows:

   
                                                     Underwriting Fees for
                                               Fiscal Years Ended October 31,
                                         1996           1995           1994
  Balanced Fund                       $   448,584    $   266,479    $   658,322
  Blue Chip Fund                          469,388        168,419        131,074
  Bond Fund                               637,949        476,813        925,482
  Capital Accumulation Fund               988,680        611,180        821,157
  Cash Management Fund                      1,013
  Emerging Growth Fund                  2,112,480      1,293,597      1,345,381
  Government Securities Income Fund     1,233,811        835,393      2,607,934
  Growth Fund                           1,813,439      1,237,015      1,111,124
  High Yield Fund                         164,687         93,608        106,780
  Limited Term Bond Fund                   56,766
  Tax-Exempt Bond Fund                    698,730        584,221      1,283,198
  Tax-Exempt Cash Management Fund           1,631
  Utilities Fund                          370,724        288,533        987,252
  World Fund                              951,553        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
                                             Shareholder                  Registered                    Underwriter's
                                 Amount        Report         Sales     Representative                  Salaries and       Total
           Fund                 Retained      Printing      Brochures  Sales Materials   Service Fees     Overhead      Expenditures
- ----------------------------------------      --------      ---------  ---------------   ------------     --------      ------------
<S>                              <C>            <C>           <C>           <C>              <C>           <C>            <C>    
Balanced                         159,729        1,785         10,195        11,092           80,350        56,307         159,729
Blue Chip                         95,828        1,185          7,693         8,138           37,474        41,338          95,828
Bond                             244,835        1,731         10,429        10,132          168,614        53,929         244,835
Capital Accumulation             416,069        2,178         12,798        14,927          315,007        71,159         416,069
Emerging Growth                  446,631        3,335         27,215        25,992          278,009       112,080         446,631
Government Securities Income     474,444        1,971         11,561        13,882          386,859        60,171         474,444
Growth                           438,368        3,132         18,588        23,117          291,578       101,953         438,368
High Yield                        63,145        1,046          6,010         5,529           18,843        31,717          63,145
Limited Term Bond                 13,310           64          1,271         2,755              553         8,667          13,310
Tax-Exempt Bond                  360,610        1,687          9,164        10,964          286,578        52,217         360,610
Utilities                        167,170        1,525          8,867         9,152          100,217        47,409         167,170
World                            288,755        2,443         14,497        15,573          179,604        76,638         288,755
======================================================================================= ============= ==============================
</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:

<TABLE>
<CAPTION>
                                                                             EXPENDITURES
                                      ----------------------------------------------------------------------------------------------
                                      Prospectus and
                                        Shareholder               Registered                 Underwriter's                    
                              Amount      Report       Sales    Representative               Salaries and                   Total
           Fund              Retained    Printing    Brochures Sales Materials  Service Fees   Overhead    Commissions  Expenditures
- -------------------------------------    --------    --------- ---------------  ------------   --------    -----------  ------------
<S>                           <C>          <C>         <C>         <C>            <C>           <C>           <C>         <C>   
Balanced                       33,602      318         1,920       2,234           5,896        11,288        11,946       33,602
Blue Chip                      36,735      438         2,251       2,550           6,601        12,165        12,730       36,735
Bond                           51,640      445         2,536       2,903           9,392        15,124        21,240       51,640
Capital Accumulation           50,652      379         2,359       2,763           8,497        13,352        23,302       50,652
Cash Management                   734        1           263          38             247           185             0          734
Emerging Growth               159,146      915         6,077       7,428          32,904        32,935        78,987      159,146
Government Securities Income   73,944      524         3,174       3,649          15,133        18,464        33,000       73,944
Growth                        136,277      784         5,109       6,171          27,433        27,883        68,897      136,277
High Yield                     12,779      173         1,205       1,183           2,635         6,222         1,541       12,779
Limited Term Bond                 172        1            17          11              51            84             8          172
Tax-Exempt Bond                36,155      351         1,974       2,132           8,821        11,662        11,215       36,155
Tax-Exempt Cash Management        208        0           188           0               1            19             0          208
Utilities                      46,379      556         3,201       3,647          11,288        18,521         9,166       46,379
World                          85,717      609         4,030       4,871          17,477        22,619        36,111       85,717
============================== ======  ================================================================ ============= ============
</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 R Distribution  Plan for the last fiscal period of each of
the Funds were as follows:

<TABLE>
<CAPTION>
                                                                           EXPENDITURES
                                         -----------------------------------------------------------------------------------------
                                         Prospectus and
                                           Shareholder                  Registered                    Underwriter's
                                 Amount      Report         Sales     Representative                  Salaries and       Total
           Fund                 Retained    Printing      Brochures  Sales Materials   Service Fees     Overhead      Expenditures
- ----------------------------------------    --------      ---------  ---------------   ------------     --------      ------------
<S>                              <C>           <C>          <C>             <C>            <C>             <C>            <C>
Balanced                           631         0            2               10             135               484            631
Blue Chip                        1,353         0            3               21             202             1,127          1,353
Bond                               467         0            1                5             104               357            467
Capital Accumulation             1,406         0            3               16             347             1,040          1,406
Cash Management                    937         0            0                0             141               796            937
Emerging Growth                  1,544         0            3               15             245             1,281          1,544
Government Securities Income       435         0            1                3             117               314            435
Growth                           1,361         0            2               13             280             1,066          1,361
High Yield                         115         0            1                3              18                93            115
Limited Term Bond                   58         0            1                4               2                51             58
Utilities                          332         0            1                5              92               234            332
World                            1,042         0            3               13             138               888          1,042
========================================  ============================================= ============ =============================
</TABLE>

         A Plan  may be  terminated  at any  time by vote of a  majority  of the
Directors who are not interested  persons (as defined in the Act), or by vote of
a majority of the outstanding voting securities of the class of shares of a Fund
to which the Plan relates.  Any change in a Plan that would materially  increase
the  distribution  expenses of a class of shares of a Fund  provided  for in the
Plan requires  approval of the shareholders of the class of shares to which such
increase would relate.

         While a  Distribution  Plan is in effect for a Fund,  the selection and
nomination  of  Directors  who are not  interested  persons of that Fund will be
committed to the discretion of the Directors who are not interested persons.

         Each Plan  will  continue  in  effect  from year to year as long as its
continuance is specifically approved at least annually by a majority vote of the
directors of the Fund including a majority of the non-interested  directors. The
Plans for all  Classes of shares  were last  approved  by each  Fund's  Board of
Directors,  including a majority of the non-interested directors, on December 9,
1996.

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.

         Certain securities issued by companies in emerging market countries may
have more  than one  quoted  valuation  at any  given  point in time,  sometimes
referred to as a "local" price and a "premium" price. The premium price is often
a  negotiated  price  which may not  consistently  represent  a price at which a
specific  transaction  can be  effected.  It is the policy of the  International
Emerging Markets Fund,  International SmallCap Fund and World Fund to value such
securities at prices at which it is expected  those shares may be sold,  and the
Manager or any sub-adviser is authorized to make such determinations  subject to
such  oversight  by the Fund's  Board of  Directors  as may from time to time be
necessary.

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, Dow Jones Utility Index with Income,  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
Municipal  Bond  Index,  Lehman  Brothers  Revenue  Bond  Index,  Merrill  Lynch
Corporate   Government   Bond   Index,   Lehman   Brothers   Mutual  Fund  Short
Government/Corporate   Index  and  the  Lehman  Brothers  Government   Corporate
Intermediate 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:


        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                            9.69             9.68     10.15 (1)
     Blue Chip                          12.64            11.33     11.13 (2)
     Bond                                -.18             7.60      9.00 (1)
     Capital Accumulation               20.47            13.32     11.38
     Emerging Growth                    11.40            14.98     16.73 (1)
     Government Securities Income        1.08             6.18      7.94
     Growth                              5.40            12.46     13.19
     High Yield                          6.63             9.06      7.77 (1)
     Limited Term Bond                   2.07(3)
     Tax-Exempt Bond                     1.10             6.25      6.95
     Utilities                           3.05             6.14(4)
     World                              12.80            11.69      8.53
     (1)      Period beginning December 18, 1987 and ending October 31, 1996.
     (2)      Period beginning March 1, 1991 and ending October 31, 1996.
     (3)      Period beginning February 29, 1996 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                              10.10            15.54
            Blue Chip                             13.18            21.57
            Bond                                   0.00             9.42
            Capital Accumulation                  21.19            25.00
            Emerging Growth                       12.07            25.39
            Government Securities Income           1.19             9.17
            Growth                                 5.80            19.61
            High Yield                             6.46            10.08
            Limited Term Bond                      2.07(2)
            Tax-Exempt Bond                        1.23            10.18
            Utilities                              3.23            14.47
            World                                 13.16            12.32
            (1) Period beginning December 9, 1994 and ending October 31, 1996.
            (2) Period beginning February 29, 1996 and ending October 31, 1996.
            -------------------------------------------------------------------

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


             --------------------------------- ---------------
                              Fund             1 Year(1)
                              ----             ---------
             Balanced                            7.52
             Blue Chip                           7.02
             Bond                                3.75
             Capital Accumulation               12.74
             Emerging Growth                     6.20
             Government Securities Income        3.76
             Growth                              1.12
             High Yield                          5.60
             Limited Term Bond                   3.24
             Utilities                           -.31
             World                               9.29
             (1) 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                                6.15           5.71             6.04
Government Securities Income Fund        5.98           5.80             5.73
High Yield Fund                          8.11           7.56             7.89
Limited Term Bond Fund                   5.42           5.25             5.01
Tax-Exempt Bond Fund                     4.84           4.27              N/A
Utilities Fund                           3.89           3.58             3.77
- --------------------------------------------------------------------------------

      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
               6.72                5.93                     28.0%
               7.56                6.67                     36.0%
               8.01                7.07                     39.6%

        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,
Class B shares and Class R shares was 4.95%, 3.97% and 4.49%, respectively,  and
the  Tax-Exempt  Cash  Management  Fund's  yield for Class A shares  and Class B
shares was 3.04% and 2.18%,  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, Class B shares and Class R
shares  was  5.07%,  4.05% and  4.59%,  respectively,  and the  Tax-Exempt  Cash
Management  Fund's  effective  yield for Class A shares  and Class B shares  was
3.09% and 2.20%, 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
  4.22              3.03         4.29                    3.06          28.0%
  4.75              3.41         4.83                    3.44          36.0%
  5.03              3.61         5.12                    3.64          39.6%

The yield quoted at any time for one of the Money Market  Funds  represents  the
amount  that was earned  during a  specific,  recent  seven-day  period and is a
function of the  quality,  types and length of maturity  of  instruments  in the
Fund's portfolio and the Fund's operating  expenses.  The length of maturity for
the portfolio is the average dollar  weighted  maturity of the  portfolio.  This
means that the portfolio has an average  maturity of a stated number of days for
its  issues.  The  calculation  is  weighted  by  the  relative  value  of  each
investment.

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

        A Fund may  include  in its  advertisements  the  compounding  effect of
reinvested dividends over an extended period of time as illustrated below.

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)
Year     6%      8%         10%
  0   $10,000   $10,000  $10,000
 20   $32,071   $46,610  $67,275 

        A Fund may also include in its  advertisements  an  illustration  of the
impact of income  taxes and  inflation  on earnings  from bank  certificates  of
deposit  ("CD's").  The interest rate on the  hypothetical CD will be based upon
average  CD  rates  for a stated  period  as  reported  in the  Federal  Reserve
Bulletin.  The  illustrated  annual rate of inflation will be the core inflation
rate as measured by the Consumer Price Index for the 12-month period ended as of
the most recent month prior to the advertisement's  publication. The illustrated
income  tax  rate  may  include  any  federal  income  tax  rate  applicable  to
individuals at the time the advertisement is published.  Any such  advertisement
will indicate  that,  unlike bank CD's, an investment in the Fund is not insured
nor is there any guarantee that the Fund's net asset value or any stated rate of
return will remain constant.

        An example of a typical  calculation  included in such advertisements is
as follows: the after-tax and inflation-adjusted earnings on a bank CD, assuming
a $10,000  investment  in a six-month  bank CD with an annual  interest  rate of
5.51%  (monthly  average  six-month CD rate for the month of October,  1996,  as
reported in the Federal  Reserve  Bulletin) and an inflation rate of 3.00% (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 $(49).

($10,000 x 5.51%) / 2 = $276 Interest for six-month period
                      -   77 Federal income taxes (28%)
                      -  150 Inflation's impact on invested principal
                     ________($10,000 x 3.0%) / 2
                       ($ 49) 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  ($300,059)
                          ---    Without a tax-deferred savings plan  ($192,844)

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.

     International Emerging Markets Fund, International SmallCap Fund, and World
     Fund

        In each  fiscal year when,  at the close of such year,  more than 50% of
the value of the total assets of the  International  Emerging  Market Fund,  the
International  SmallCap  Fund or the World Fund are  invested in  securities  of
foreign corporations, such 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.  The law has  been  changed  to  eliminate  this
requirement for the Funds' fiscal year beginning November 1, 1997.  Accordingly,
through October 31, 1997 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:  distributions
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;
distributions to pay medical expenses;  distributions  for certain  unemployment
expenses; and for years beginning after January 1, 1998, distributions for first
home purchases (up to $10,000) and distributions for higher education expenses.

        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.

FINANCIAL STATEMENTS

        The  financial  statements  for each of the  Princor  Funds for the year
ended October 31, 1996 appearing in the Annual Reports to  Shareholders  and the
reports thereon of Ernst & Young LLP,  independent  auditors,  appearing therein
are incorporated by reference in this Statement of Additional  Information.  The
Annual Reports will be furnished without charge, to investors who request copies
of the Statement of Additional Information.

        The statement of net assets of the  International  Emerging Markets Fund
and the  International  SmallCap  Fund as of August  14,  1997 and the report of
Ernst & Young LLP thereon are provided herein following the Appendix.

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.

               Principal International Emerging Markets Fund, Inc.
                   Principal International SmallCap Fund, Inc.

                            Statements of Net Assets

                                 August 14, 1997





                                         Principal
                                       International        Principal
                                     Emerging Markets     International
                                        Fund, Inc.     SmallCap Fund, Inc.
                                     --------------------------------------

Assets - cash in bank                     $10,000,000       $10,000,000
                                     ======================================
                                                       

   
Net assets (Note 3):
   Class A                               $  4,000,000      $  4,000,000
   Class B                                  3,000,000         3,000,000
   Class R                                  3,000,000         3,000,000
                                     ======================================
                                          $10,000,000       $10,000,000
                                     ======================================
    

   
Net asset value per share:
   Class A                                 $10.00            $10.00
   Class B                                  10.00             10.00
   Class R                                  10.00             10.00
    



See accompanying notes.



               Principal International Emerging Markets Fund, Inc.
                   Principal International SmallCap Fund, Inc.

                        Notes to Statements of Net Assets

                                 August 14, 1997




1.  Organization

Principal  International Emerging Markets Fund, Inc. and Principal International
SmallCap Fund,  Inc. ("the Funds") are registered  under the Investment  Company
Act  of  1940,  as  amended,  as  open-end  diversified   management  investment
companies.  On August 14,  1997,  the initial  purchase of  1,000,000  shares of
Capital Stock of each of the Funds was made by Principal  Mutual Life  Insurance
Company which is the indirect  parent of Invista  Capital  Management,  Inc. and
Princor   Financial   Services   Corporation,   parent  of  Princor   Management
Corporation.

All organizational  expenses have been paid by Princor  Management  Corporation.
Certain officers and directors of the Fund are also officers of Principal Mutual
Life Insurance Company, Princor Financial Services Corporation,  Invista Capital
Management, Inc., and Princor Management Corporation.


2.  Operations

The Funds have agreed to pay investment  advisory and management fees to Princor
Management  Corporation (the "Manager") computed at an annual percentage rate of
each Fund's average daily net assets.  The annual rate used in this  calculation
for the Funds is as follows:

                                                               First $100
                                                                Million
                                                            -----------------

   Principal International Emerging Markets Fund, Inc.           1.25%
   Principal International SmallCap Fund, Inc.                   1.20

The  Manager  has  subcontracted  the  investment  advisory  services to Invista
Capital Management, Inc.

The Funds have also agreed to pay distribution and shareholder servicing fees to
Princor Financial Services Corporation (the "Underwriter") as follows:  Class A,
 .25% of the daily net assets of the Funds' Class A shares; Class B, 1.00% of the
daily net  assets of the Funds'  Class B shares;  and Class R, .75% of the daily
net assets of the Funds' Class R shares.

The Funds  reimburse  the  Manager for  transfer  and  administrative  services,
including the cost of accounting,  data processing,  supplies and other services
rendered.

The Manager may, at its option,  waive all or part of its  compensation for such
period of time as it deems necessary or appropriate.





               Principal International Emerging Markets Fund, Inc.
                   Principal International SmallCap Fund, Inc.

                  Notes to Statements of Net Assets (continued)




2.  Operations (continued)


The Fund  intends to  qualify  as a  "regulated  investment  company"  under the
Internal Revenue Code and intends to distribute each year  substantially  all of
its net investment income and realized capital gains to its shareholders.


3.  Capital Stock

Net assets as of August 14, 1997 consisted of:

                                             Principal
                                           International       Principal
                                         Emerging Markets    International
                                            Fund, Inc.     SmallCap Fund, Inc.
                                         -------------------------------------

   
      Capital Stock                        $       10,000    $       10,000
      Additional paid-in capital                9,990,000         9,990,000
    
                                                          
                                         =====================================
      Net assets                              $10,000,000       $10,000,000
                                         =====================================

Capital Stock, as of August 14, 1997, 
consisted of:

                                             Principal
                                           International       Principal
                                         Emerging Markets    International
                                            Fund, Inc.     SmallCap Fund, Inc.
                                         -------------------------------------

   
      Par value                                     $.01              $.01
      Shares authorized                       100,000,000       100,000,000
      Shares issued and outstanding:
        Class A                                   400,000           400,000
        Class B                                   300,000           300,000
        Class R                                   300,000           300,000
    

The Funds are  authorized  to issue three  classes of shares:  Class A which are
sold with an initial  sales  charge,  Class B which are sold  without an initial
sales charge but are subject to a declining  contingent  deferred  sales charge,
and Class R which are sold  without  an  initial  sales  charge or a  contingent
deferred sales charge.

Principal  International Emerging Markets Fund, Inc. and Principal International
SmallCap  Fund,  Inc.  have each  authorized  100,000,000  shares  and both have
allocated  25,000,000  shares each for issuance of Class A, Class B, and Class R
shares.



                         Report of Independent Auditors







The Boards of Directors and Shareholder
Principal International Emerging Markets Fund, Inc.
Principal International SmallCap Fund, Inc.


We  have  audited  the  accompanying  statements  of  net  assets  of  Principal
International  Emerging Markets Fund, Inc. and Principal  International SmallCap
Fund,  Inc.  as of August  14,  1997.  These  statements  of net  assets are the
responsibility  of the Funds'  management.  Our  responsibility is to express an
opinion on these statements of net assets based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  statements  of net assets are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures  in the  statement  of net assets.  Our
procedures  included  confirmation  of  cash  held as of  August  14,  1997,  by
correspondence  with  the  custodian.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall statement of net assets presentation.  We believe that
our audits of the  statements of net assets  provide a reasonable  basis for our
opinion.

In our opinion,  the statements of net assets referred to above presents fairly,
in all material  respects,  the  financial  position of Principal  International
Emerging Markets Fund, Inc. and Principal  International  SmallCap Fund, Inc. at
August 14, 1997, in conformity with generally accepted accounting principles.


/s/Ernst & Young LLP

Des Moines, Iowa
August 14, 1997



                                     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:
                               Statement of Net Assets as of August 14, 1997
                               Notes to Statement of Net Assets as of
                                 August 14, 1997
                               Report of Independent Auditors

                      (3)   Part C:
                               None
               (b)   Exhibits
                      (1)   Articles of Incorporation (Filed 6/13/97)
                      (2)   By-Laws (Filed 6/13/97)
                      (5a)  Management Agreement (Filed 6/13/97)
                      (5b)  Investment Service Agreement (Filed 6/13/97)
                      (5c)  Sub-Advisory Agreement (Filed 6/13/97)
                      (6a)  Distribution Agreement (Filed 6/13/97)
                      (6b)  Account Application  (Filed 8/15/97)
                      (6c)  Account Application-R Shares  (Filed 8/15/97)
                      (8a)  Custody Agreement (Filed 6/13/97)
                      (9a)  Dealer Selling Agreement (Filed 6/13/97)
                      (9b)  Dealer Selling Agreement-R Shares (Filed 6/13/97)
                      (10)  Opinion of Counsel  (Filed 8/15/97)
                      (11)  Consent of Independent Auditors
                      (13)  Investment Letter  (Filed 8/15/97)
                      (14a) Principal  Mutual IRA Plan (Filed 6/13/97)
                      (14b) Principal  Mutual SEP Plan (Filed 6/13/97)
                      (14c) Principal  Mutual 403(b) Plan (Filed 6/13/97)
                      (15a) 12b-1  Plan - Class A Shares (Filed 6/13/97)
                      (15b) 12b-1  Plan - Class B Shares (Filed 6/13/97)
                      (15r) 12b-1 Plan - Class R Shares (Filed 6/13/97)
                      (18)  Multiple Class Distribution Plan (Filed 6/13/97)

* To be filed by amendment.

Item 25.     Persons Controlled by or Under Common Control with Depositor

             Principal Mutual Life Insurance  Company  (incorporated as a mutual
             life  insurance  company  under  the laws of Iowa);  sponsored  the
             organization  of the  following  mutual  funds,  some of  which  it
             controls by virtue of owning voting securities:

               Principal    Asset    Allocation    Fund,    Inc.   (a   Maryland
               Corporation) 100.0% of  shares  outstanding  owned  by  Principal
               Mutual  Life  Insurance  Company  and its  separate  accounts  on
               August 11, 1997.

               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 August 11, 1997.

               Princor  Balanced  Fund, Inc. (a  Maryland  Corporation) 1.86% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               Principal Balanced Fund, Inc. (a Maryland  Corporation) 100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on August 11, 1997.

               Princor Blue Chip Fund, Inc.  (a Maryland  Corporation)  1.42% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               Princor Bond Fund, Inc. (a Maryland  Corporation) 1.49% of shares
               outstanding  owned by Principal Mutual Life Insurance  Company on
               August 11, 1997.

               Principal  Bond Fund,  Inc.  (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on August 11, 1997.

               Princor   Capital    Accumulation    Fund,   Inc.   (a   Maryland
               Corporation) 31.35% of  outstanding  shares  owned  by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               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
               August 11, 1997.

               Princor Cash Management Fund, Inc. (a Maryland Corporation) 1.35%
               of  outstanding  shares owned by Principal  Mutual Life Insurance
               Company  (including  subsidiaries  and  affiliates) on August 11,
               1997.

               Princor Emerging Growth Fund, Inc. (a Maryland Corporation) 0.62%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on August 11, 1997.

               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 August 11, 1997.

               Princor  Government  Securities  Income  Fund,  Inc.  (a Maryland
               Corporation)  0.40% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               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
               August 11, 1997.

               Princor  Growth  Fund,  Inc.  (a Maryland  Corporation)  0.52% of
               outstanding  shares  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               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 August 11, 1997.

               Princor High Yield Fund, Inc. (a Maryland  Corporation) 22.70% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               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 August 11, 1997.

               Principal  International  Emerging Markets Fund, Inc. (a Maryland
               Corporation)  100.0% of  shares  outstanding  owned by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               Principal   International   SmallCap   Fund,   Inc.  (a  Maryland
               Corporation)  100.0% of  shares  outstanding  owned by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               Princor  Limited  Term Bond Fund,  Inc. (a Maryland  Corporation)
               53.17% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company on August 11, 1997.

               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 August 11, 1997.

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               51.39% of the shares outstanding of the International  Securities
               Portfolio   and   84.13%  of  the  shares   outstanding   of  the
               Mortgage-Backed  Securities  Portfolio  were  owned by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               Princor Tax-Exempt Bond Fund, Inc. (a Maryland Corporation) 0.56%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on August 11, 1997.

               Princor   Tax-Exempt  Cash  Management  Fund,  Inc.  (a  Maryland
               Corporation)  1.00% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               Princor Utilities Fund, Inc. (a Maryland  Corporation)   1.54% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               Princor  World  Fund,  Inc. (a  Maryland  Corporation)  22.96% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               Principal  World Fund,  Inc. (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

          Subsidiaries  organized  and  wholly-owned  by  Principal  Mutual Life
          Insurance Company:

               a.   Principal  Holding  Company (an Iowa  Corporation) A holding
                    company  wholly-owned  by  Principal  Mutual Life  Insurance
                    Company.

               b.   PT Asuransi Jiwa Principal  Egalita  Indonesia (an Indonesia
                    Corporation)

          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   Corporation   (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,  manages and sells  commercial real
                    estate assets.

               q.   Principal FC, Ltd. (an Iowa  Corporation) a limited  purpose
                    investment corporation.

               r.   Principal Residential Mortgage, Inc. (an Iowa Corporation) a
                    residential mortgage loan broker.

               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:

               a.   Principal   Financial    Securities,    Inc.   (a   Delaware
                    Corporation) an investment banking and securities  brokerage
                    firm.

          Subsidiary wholly owned by Delaware charter Guarantee & Trust Company:

               a.   Trust  Consultants,   Inc.  (a  California   Corporation)  a
                    Consulting and Administration of Employee Benefit Plans.

          Subsidiaries  organized  and  wholly-owned  by Principal  Health Care,
          Inc.:

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

               b.   Americas  Health  Plan,  Inc.  (a  Maryland  Corporation)  a
                    developer of discount provider networks.

               c.   Principal Health Care Management Corporation (an Iowa
                    Corporation) provide management services to health
                    maintenance organizations.

               d.   Principal Behavioral Health Care, Inc. (an Iowa Corporation)
                    a mental  and  nervous/substance  abuse  preferred  provider
                    organization.

               e.   Principal  Health  Care  of the  Carolinas,  Inc.  (a  North
                    Carolina Corporation) a health maintenance organization.

               f.   Principal   Health  Care  of  Delaware,   Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               g.   Principal   Health   Care  of   Florida,   Inc.  (a  Florida
                    Corporation) a health maintenance organization.

               h.   Principal   Health   Care  of   Georgia,   Inc.  (a  Georgia
                    Corporation) a health maintenance organization.

               i.   Principal  Health  Care  of  Illinois,   Inc.  (an  Illinois
                    Corporation) a health maintenance organization.

               j.   Principal   Health  Care  of   Indiana,   Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               k.   Principal Health Care of Iowa, Inc. (an Iowa  Corporation) a
                    health maintenance organization.

               l.   Principal  Health  Care of Kansas  City,  Inc.  (a  Missouri
                    Corporation) a health maintenance organization.

               m.   Principal  Health  Care  of  Louisiana,  Inc.  (a  Louisiana
                    Corporation) a health maintenance organization.

               n.   Principal Health Care of the Mid-Atlantic,  Inc. (a Virginia
                    Corporation) a health maintenance organization.

               o.   Principal   Health  Care  of  Nebraska,   Inc.  (a  Nebraska
                    Corporation) a health maintenance organization.

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

               q.   Principal  Health  Care  of  St.  Louis,  Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               r.   Principal  Health  Care of  South  Carolina,  Inc.  (A South
                    Carolina Corporation) a health maintenance organization.

               s.   Principal  Health  Care  of  Tennessee,  Inc.  (a  Tennessee
                    Corporation) a health maintenance organization.

               t.   Principal Health Care of Texas, Inc. ( a Texas  Corporation)
                    a health maintenance organization.

               u.   United  Health  Care   Services  of  Iowa,   Inc.  (an  Iowa
                    Corporation) a health maintenance organization.

          Subsidiary 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.   WM. G.  Hofgard & Co.,  Inc. (a  California  Corporation)  a
                    managed care services organization.

               f.   Benefit Plan Administrators, Inc. (a Colorado Corporation) a
                    managed care services organization.

          Subsidiaries owned by Principal International, Inc.:

               a.   Principal  International  Espana, S.A. de Seguros de Vida (a
                    Spain Corporation).

               b.   Zao Principal International (a Russia Corporation) inactive.

               c.   Principal  International   Argentina,   S.A.  (an  Argentina
                    servides 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.   Principal Mexico Compania de Seguros, S.A. de C.V. (a Mexico
                    Corporation).

               h.   Afore Confia-Principal, S.A. de C.V. (a Mexico Corporation).

          Subsidiary owned by Principal International Espana, S.A. de Seguros de
          Vida:

               a.   Princor  International Espana S.A. de Agencia de Seguros
                    (a Spain Corporation).

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

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

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

               c.   Prinlife  Compania de Seguros de Vida,  S.A.  (an  Argentina
                    Corporation).

          Subsidiary owned by Principal International de Chile, S.A.:

               a.   BanRenta   Compania  de  Seguros  de  Vida,  S.A.  (a  Chile
                    Corporation).

          Subsidiary owned by Afore Confia-Principal, S.A. de C.V.:

               a.   Siefore Confia-Principal, S.A. de C.V.
                    (a Mexico Corporation)

Item 26.       Number of Holders of Securities - As of: July 31, 1997

                     (1)                                       (2)
               Title of Class                             Number of Holders
                    Principal International Emerging
                    Markets Fund, Inc.
               Common-Class A                                  N/A
                    Principal International Emerging
                    Markets Fund, Inc.
               Common-Class B                                  N/A
                    Principal International Emerging
                    Markets Fund, Inc.
               Common-Class R                                  N/A

Item 27.       Indemnification

     Under Section 2-418 of the Maryland  General  Corporation Law, with respect
to any  proceedings  against a present  or former  director,  officer,  agent or
employee (a "corporate  representative")  of the Registrant,  the Registrant may
indemnify the corporate representative against judgments,  fines, penalties, and
amounts paid in settlement, and against expenses,  including attorneys' fees, if
such  expenses  were  actually  incurred  by  the  corporate  representative  in
connection with the proceeding, unless it is established that:

        (i)    The act or omission of the corporate representative was
               material to the matter giving rise to the proceeding; and

               1.    Was committed in bad faith; or

               2.    Was the result of active and deliberate dishonesty; or

       (ii)    The corporate representative actually received an improper
               personal benefit in money, property, or services; or


      (iii)    In  the  case  of  any   criminal   proceeding,   the   corporate
               representative  had  reasonable  cause to believe that the act or
               omission was unlawful.

     If a proceeding is brought by or on behalf of the Registrant,  however, the
Registrant may not indemnify a corporate representative who has been adjudged to
be liable to the Registrant.  Under the  Registrant's  Articles of Incorporation
and Bylaws, directors and officers of Registrant are entitled to indemnification
by the  Registrant to the fullest  extent  permitted  under Maryland law and the
Investment  Company Act of 1940.  Reference is made to Article VI,  Section 7 of
the Registrant's  Articles of Incorporation,  Article 12 of Registrant's  Bylaws
and Section 2-418 of the Maryland General Corporation Law.

     The  Registrant has agreed to indemnify,  defend and hold the  Distributor,
its officers and directors,  and any person who controls the Distributor  within
the meaning of Section 15 of the Securities Act of 1933,  free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
cost of investigating  or defending such claims,  demands or liabilities and any
counsel  fees  incurred in  connection  therewith)  which the  Distributor,  its
officers,  directors  or  any  such  controlling  person  may  incur  under  the
Securities  Act of 1933,  or under  common law or  otherwise,  arising out of or
based upon any untrue statement of a material fact contained in the Registrant's
registration statement or prospectus or arising out of or based upon any alleged
omission to state a material  fact  required  to be stated in either  thereof or
necessary  to make the  statements  in either  thereof  not  misleading,  except
insofar as such claims,  demands,  liabilities  or expenses  arise out of or are
based  upon any such  untrue  statement  or  omission  made in  conformity  with
information furnished in writing by the Distributor to the Registrant for use in
the Registrant's registration statement or prospectus:  provided,  however, that
this indemnity  agreement,  to the extent that it might require indemnity of any
person who is also an officer or director of the  Registrant or who controls the
Registrant within the meaning of Section 15 of the Securities Act of 1933, shall
not inure to the benefit of such officer,  director or controlling person unless
a court  of  competent  jurisdiction  shall  determine,  or it shall  have  been
determined by controlling precedent that such result would not be against public
policy as expressed in the Securities Act of 1933, and further provided, that in
no event  shall  anything  contained  herein be so  construed  as to protect the
Distributor  against any liability to the Registrant or to its security  holders
to which the  Distributor  would  otherwise  be  subject  by  reason of  willful
misfeasance,  bad faith, or gross negligence,  in the performance of its duties,
or by reason of its reckless  disregard of its obligations under this Agreement.
The  Registrant's  agreement  to  indemnify  the  Distributor,  its officers and
directors and any such controlling person as aforesaid is expressly  conditioned
upon the Registrant  being promptly  notified of any action brought  against the
Distributor,  its officers or directors,  or any such controlling  person,  such
notification to be given by letter or telegram addressed to the Registrant.

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 R. Barnes              The Principal     President
   Vice President               Financial Group   Invista Capital
                                Des Moines, IA    Management, Inc.
                                50392

  *Craig L. Bassett             Same              See Part B
   Treasurer

  *Michael J. Beer              Same              See Part B
   Senior 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

   Michael H. Gersie            Same              Senior Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

  *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

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

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

   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
   Mutual Funds                                   Corporation

   Elizabeth R. Ring            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

   Jean B Schustek              Same              Product Compliance Officer -
   Product Compliance Officer -                   Princor Financial Services
   Registered Products                            Corporation

   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.,  Principal
International  Emerging Markets,  Inc., Principal  International  SmallCap 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., Principal  International  Emerging Markets
Fund, Inc., Principal International SmallCap 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

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

  Craig L. Bassett             Treasurer                      Treasurer
  The Principal
  Financial Group
  Des Moines, IA 50392

  Michael J. Beer              Senior Vice President and      Vice President
  The Principal                Chief 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

  Michael H. Gersie            Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

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

  William C. Gordon            Insurance License Officer       None
  The Principal
  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

  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

  Kevin M. Laraia              Operations Officer              None
  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

  Mark M. Oswald               Compliance Officer              None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Layne A. Rasmussen           Controller-Mutual Funds         None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Elizabeth R. Ring            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             Product Compliance Officer-     None
  The Principal                Registered Products
  Financial Group
  Des Moines, IA 50392

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

  Susan R. Sorenson            Marketing Officer               None
  The Principal
  Financial Group
  Des Moines, IA 50392

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

               (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.

                        Post-Effective Amendment Filing

     Registrant  hereby  undertakes  to file a  post-effective  amendment  using
financial statements which need not be certified, with four months to six months
from the effective of Registrant's 1933 Act Registration Statement.
<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 27th day of
August, 1997.


                             Principal International Emerging Markets Fund, Inc.

                                               (Registrant)

                                        

                             By          /s/ S. L. Jones
                                ________________________________________________
                                 S. L. Jones 
                                 President and Director


Attest:


/s/ E. H. Gillum
______________________________________
E. H. Gillum
Assistant Secretary
<PAGE>
Pursuant to the  requirement of the Securities  Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

       Signature                         Title                          Date



/s/ S. L. Jones
_____________________________      President and Director              8/27/97
S. L. Jones                        (Principal Executive Officer)      __________



/s/ J. B. Griswell
_____________________________      Director and                        8/27/97
J. B. Griswell                     Chairman of the Board              __________


/s/ M. J. Beer
_____________________________      Financial Officer (Principal        8/27/97
M. J. Beer                         Financial and Accounting Officer)  __________


   (J. D. Davis)*                  
_____________________________      Director                            8/27/97
J. D. Davis                                                           __________


   (R. W. Erhle)*                  
_____________________________      Director                            8/27/97
R. W. Ehrle                                                           __________


   (P. A. Ferguson)*               
_____________________________      Director                            8/27/97
P. A. Ferguson                                                        __________


   (R. W. Gilbert)*                  
_____________________________      Director                            8/27/97
R. W. Gilbert                                                         __________


   (R. E. Keller)*               
_____________________________      Director                            8/27/97
R. E. Keller                                                          __________


   (B. A. Lukavsky)*
_____________________________      Director                            8/27/97
B. A. Lukavsky                                                        __________


   (R. G. Peebler)*
_____________________________      Director                            8/27/97
R. G. Peebler                                                         __________



                                         By    /s/ S. L. Jones
                                           _____________________________________
                                           S. L. Jones
                                           President and Director


                                         *Pursuant to Powers of Attorney
                                          Previously Filed or Included 


                         Consent of Independent Auditors



The Board of Directors and Shareholders
Principal International Emerging Markets Fund, Inc.


We  consent  to  the  reference  to  our  firm  under  the  captions  "Financial
Highlights",  "Additional  Information - Financial  Statements"  and  "Financial
Statements"  and  to  the  use  of  our  report  dated  August 14,  1997  in the
registration statement of Principal International Emerging Markets Fund, Inc. on
Form N-1A and related  Prospectus and Statement of Additional  Information filed
with the Securities and Exchange Commission in this Pre-Effective  Amendment No.
2 to the Registration  Statement under the Securities Act of 1933  (Registration
No.  333-29131) and to the Registration  Statement under the Investment  Company
Act of 1940 (Registration No. 811-08249).


/s/Ernst & Young LLP


Des Moines, Iowa
August 27, 1997


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