PRINCIPAL REAL ESTATE FUNC INC
497, 1998-06-12
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                      SUPPLEMENT DATED JUNE 15, 1998 TO THE
            PRINCOR CLASS R SHARE PROSPECTUS DATED DECEMBER 31, 1997

Effective July 1, 1998,  the prospectus  dated December 31, 1997 for the Class R
shares of Principal Family of Mutual Funds is amended by:

1)   deleting the last paragraph on page 3 and inserting the following:

     Who may Invest

         Class R shares are offered only to  individuals  (and  his/her  spouse,
     child,  parent,  grandchild and trusts  primarily for their benefit) who:

     o    receive lump sum distributions  from retirement plans  administered by
          Principal Life Insurance Company; or

     o    are  participants in retirement  plans  administered by Principal Life
          Insurance Company; or

     o    own  individual  life  or  disability  insurance  policies  issued  by
          Principal Life Insurance  Company that do not have an insurance  agent
          licensed to sell such policies assigned to the policies; or

     o    have mortgages which are serviced by Principal Life Insurance Company;
          or

     o    have existing Principal Mutual Fund Class R share accounts.

2)   deleting the third paragraph on page 8 and inserting the following:

     How to Buy Shares

         To buy shares, send a completed Account Application or a Princor IRA or
     SEP-IRA  Application  to Princor.  If you are setting up an account that is
     not part of a direct rollover also include your check.  The minimum initial
     investment  for each Fund is $500. The minimum  subsequent  invest is $100.
     See "How to Purchase Shares" and "How to Exchange Shares."

3)  deleting the fourth paragraph on page 37 and inserting the following:

         Minimum Purchase Amount.  You may open an account with any of the Funds
     with a minimum initial investment of $500.  Additional  investments of $100
     or more may be made  without  completing  a new  application.  The  minimum
     initial  and  subsequent  investment  amounts  do not  apply  to  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.

GP 41071S-3

     This  Prospectus  describes a family of  investment  companies  ("Principal
Funds" formerly known as "Princor  Funds") which has been organized by Principal
Mutual Life Insurance Company. Together the Funds provide the following range of
investment objectives:

                              GROWTH-ORIENTED FUNDS

                                    Domestic

Principal  Balanced Fund, Inc.  (formerly known as 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.

Principal Blue Chip Fund, Inc.  (formerly known as 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.

Principal   Capital  Value  Fund,  Inc.   (formerly  known  as  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.

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

Principal  MidCap Fund, Inc.  (formerly  known as Princor  Emerging Growth Fund,
Inc.) seeks to achieve long-term capital  appreciation by investing primarily in
securities of emerging and other growth-oriented companies.

Principal  Real Estate Fund,  Inc.  seeks to generate  total return by investing
primarily  in equity  securities  of companies  principally  engaged in the real
estate industry.

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

Principal  Utilities Fund, Inc. (formerly known as 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 Fund, Inc. (formerly known as 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.

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.

                              INCOME-ORIENTED FUNDS

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



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

                The date of this Prospectus is December 31, 1997.

Principal  Government  Securities  Income Fund, Inc.  (formerly known as 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.

Principal  High Yield Fund,  Inc.  (formerly  known as 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.  Principal  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.

Principal  Limited Term Bond Fund, Inc.  (formerly known as 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 Funds

Principal Cash Management Fund, Inc.  (formerly known as 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  Principal  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 Principal 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 Principal Funds that
an investor  should know before  investing.  It should be read and  retained for
future reference.

     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information  dated December 31, 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........................ 20
         Growth-Oriented Funds............................................... 20
             Domestic........................................................ 20
             International................................................... 25
         Income-Oriented Funds............................................... 26
         Money Market Fund................................................... 31
     Certain Investment Policies and Restrictions............................ 32
     Risk Factors............................................................ 33
     How the Funds are Managed............................................... 34
     How to Purchase Shares.................................................. 37
     Offering Price of Funds' Shares ........................................ 38
     Distribution and Shareholder Servicing Plans and Fees................... 39
     Determination of Net Asset Value of Funds' Shares....................... 39
     Distribution of Income Dividends and Realized Capital Gains ............ 40
     Tax Treatment of the Funds, Dividends and Distributions ................ 42
     How to Exchange Shares.................................................. 43
     How to Sell Shares...................................................... 44
     Periodic Withdrawal Plan................................................ 45
     Performance Calculation................................................. 45
     General Information About a Fund Account................................ 46
     Shareholder Rights...................................................... 46
     Additional Information.................................................. 47

     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 Principal  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 is provided for your  convenience.  Please read the
detailed information found in the prospectus.

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment  companies.  Each of the Principal Funds described in this
Prospectus 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;
(2) people who receive lump sum distributions from certain  unregistered annuity
contracts issued by Principal Mutual Life Insurance Company; (3) policyowners of
individual life or disability insurance policies issued by Principal Mutual Life
Insurance  Company  that do not have an  insurance  agent  licensed to sell such
policies  assigned to the  policies;  (4)  mortgagors  of mortgages  serviced by
Principal Mutual Life Insurance Company, its subsidiaries or affiliates; and (5)
shareholders of Class R shares.

What it Costs to Invest

     Class R shares are sold  without a front-end  sales  charge or a contingent
deferred sales charge. Class R shares of each Fund are subject to a 12b-1 fee at
annual  rate of .75% of the Fund's  average net assets  attributable  to Class R
shares.  Class R shares  automatically  convert  into  Class A shares,  based on
relative net asset values  (which means without a sales  charge),  approximately
four  years  after  purchase.  The  tables on the next page  depict the fees and
expenses  applicable  to the  purchase  and  ownership  of shares of each of the
Funds.  Table A depicts  Class R shares and is based on amounts  incurred by the
Funds'  Class A shares  during  the fiscal  year ended  October  31,  1997,  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,  1997,
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>
                                                                    Shareholder Transaction Expenses

                                                     Maximum Sales Load Imposed                                    Contingent
                                                           on Purchases                 Redemption    Exchange    Deferred Sales
                     Fund                        (as a percentage of offering price)       Fee*         Fee           Charge
                     ----                        -----------------------------------    ----------    --------    --------------


               Class A Shares
               --------------
     All Funds except Limited Term Bond Fund
<S>                                                             <C>                        <C>          <C>            <C>
       and Money Market Funds                                   4.75%                      None         None           None
     Limited Term Bond Fund                                     1.50%                      None         None           None
     Money Market Funds                                         None                       None         None           None

               Class R Shares
               --------------
     All Funds                                                  None                       None         None           None
<FN>
     * A wire charge of $6.00 will be deducted for all wire transfers.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                       CLASS R SHARES
    TABLE A                                                             Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                   ------------------------------------------------------------------------
                                                   Management            12b-1             Other            Total Operating
                Fund                                   Fee                Fee            Expenses              Expenses
                ----                               ----------            -----           --------           ---------------
<S>                                                   <C>                 <C>             <C>                   <C>  
     Balanced Fund                                     .60%               .75%             .64%                 1.99%
     Blue Chip Fund                                    .50                .75              .64                  1.89
     Bond Fund                                         .16                .75              .54                  1.45*
     Capital Value Fund                                .40                .75              .35                  1.50
     Cash Management Fund                              .28                .31              .67                  1.26*
     Government Securities Income Fund                 .46                .75              .58                  1.79
     Growth Fund                                       .44                .75              .50                  1.69
     High Yield Fund                                   .60                .75             1.07                  2.42
     International Emerging Markets Fund              1.23                .18              .79                  2.20**
     International Fund                                .70                .75              .65                  2.10
     International SmallCap Fund                      1.19                .18              .78                  2.15**
     Limited Term Bond Fund                            .00                .57              .91                  1.48*
     MidCap Fund                                       .58                .75              .54                  1.87
     Real Estate Fund                                  .90                .75              .55                  2.20***
     SmallCap Fund                                     .85                .75              .55                  2.15***
     Utilities Fund                                    .00                .76              .89                  1.65*
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                       CLASS A SHARES
    TABLE B                                                             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%               .26%            .47%                  1.33%
     Blue Chip Fund                                    .50                .25             .55                   1.30
     Bond Fund                                         .46                .23             .26                    .95*
     Capital Value Fund                                .40                .12             .18                    .70
     Cash Management Fund                              .37                None            .26                    .63*
     Government Securities Income Fund                 .46                .19             .19                    .84
     Growth Fund                                       .44                .21             .38                   1.03
     High Yield Fund                                   .60                .25             .37                   1.22
     International Emerging Markets Fund              1.23                .09             .71                   2.03**
     International Fund                                .71                .21             .47                   1.39
     International SmallCap Fund                      1.19                .09             .71                   1.99**
     Limited Term Bond Fund                            .25                .17             .48                    .90*
     MidCap Fund                                       .59                .25             .42                   1.26
     Real Estate Fund                                  .90                .25             .55                   1.70***
     SmallCap Fund                                     .85                .25             .55                   1.65***
     Utilities Fund                                    .50                .25             .40                   1.15*
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                       EXAMPLE


     You would pay the following expenses on a $1,000  investment,  assuming (1)
     5% annual return and (2) redemption at the end of each time period:

                                                   1 Year             3 Years          5 Years (a)          10 Years (a)
                                             -----------------   -----------------   -----------------   -----------------

                                             Class A   Class R   Class A   Class R   Class A   Class R   Class A   Class R
                     Fund                    Shares    Shares    Shares    Shares    Shares    Shares    Shares    Shares
     ---------------------------------       -------   -------   -------   -------   -------   -------   -------   -------
<S>                                            <C>       <C>      <C>        <C>      <C>       <C>        <C>       <C> 
     Balanced Fund                             $60       $20       $88       $62      $117      $100       $200      $185
     Blue Chip Fund                            $60       $19       $87       $59      $115       $95       $197      $179
     Bond Fund                                 $57       $15       $76       $46       $98       $73       $159      $136
     Capital Value Fund                        $54       $15       $69       $47       $85       $73       $130      $119
     Cash Management Fund                       $6       $13       $20       $40       $35       $62        $79      $104
     Government Securities Income Fund         $56       $18       $73       $56       $92       $86       $146      $141
     Growth Fund                               $58       $17       $79       $53      $102       $84       $167      $152
     High Yield Fund                           $59       $25       $84       $75      $111      $116       $188      $193
     International Emerging Markets Fund       $67       $22      $108       $69       N/A       N/A        N/A       N/A
     International Fund                        $61       $21       $89       $66      $120      $105       $206      $193
     International SmallCap Fund               $67       $22      $107       $67       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                    $24       $15       $43       $47       $64       $74       $124      $134
     MidCap Fund                               $60       $19       $86       $59      $113       $94       $193      $175
     Real Estate Fund                          $64       $22       $99       $69       N/A       N/A        N/A       N/A
     SmallCap Fund                             $63       $22       $97       $67       N/A       N/A        N/A       N/A
     Utilities Fund                            $59       $17       $82       $52      $108       $84       $181      $159
<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 you  understand the various
expenses that you will pay, 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 Princor  Financial  Services  Corporation  ("Princor") as 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, 1997.  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,  1997 for the Class A shares  would have
amounted to .98% for the Bond Fund, .63% for the Cash Management Fund, 1.15% for
the Limited  Term Bond Fund and 1.25% for the  Utilities  Fund,  and for Class R
shares,  1.78% for the Bond Fund,  1.34% for the Cash Management Fund, 2.95% for
the Limited Term Bond Fund and 2.67% 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.

A  significant  portion  of the  assets  of the  Cash  Management  Fund has been
invested via Principal  Financial  Securities,  Inc.  ("PFS"),  a  broker-dealer
affiliated  with  Princor  and the Manager of this Fund.  Subject to  regulatory
approval,  PFS will be sold in  mid-January,  1998. It is  anticipated  that the
assets of PFS clients will be redeemed  from this fund.  Should that occur,  the
management  fee before  waiver is  estimated  to be .46% . With the waiver,  the
management fee for Cash Management is estimated to be .33%.

What the Funds Offer Investors

     Investor objectives and risk tolerances vary. For example,  some of you may
want growth to help accumulate assets prior to retirement or 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  assist  you in to
choosing one or more Funds based on your  willingness  to assume  various risks.
The Funds offer:

     Professional   Investment  Management:   Principal  Management  Corporation
(formerly  known as Princor  Management  Corporation) is the Manager for each of
the Funds.  Through a Sub-Advisory  Agreement between Invista Capital Management
("Invista")  and  the  Manager,   Invista   performs  the  investment   advisory
responsibilities of the Manager for the  Growth-Oriented  Funds (except the Real
Estate Fund),  the Government  Securities  Income Fund and the Limited Term Bond
Fund. The Manager and Invista employ experienced  securities analysts to provide
you with professional investment management.  The Manager or Invista 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:  Principal Funds allow you to diversify your assets across
dozens of securities issued by a number of issuers. In addition, you 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, you can invest indirectly in many more securities than you
could on your own.

     Liquidity:  Upon request,  each Fund will redeem all or part of your 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:   You  will  receive
quarterly   statements  of  account  with   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,  you 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

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

Principal 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.

Principal Capital  Value 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.

Principal 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.

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

Principal Real Estate Fund, Inc.    Generate total return. In seeking to achieve
                                    its objective, the Fund will primarily 
                                    invest in equity securities of companies  
                                    principally engaged in the real estate 
                                    industry.

Principal SmallCap Fund, Inc.       Long-term  growth of capital. The Fund seeks
                                    to achieve its  objective  by investing  
                                    primarily in equity  securities of companies
                                    with  comparatively smaller market 
                                    capitalizations.

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

Principal International 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.

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.

                              Income-Oriented Funds

               Fund                            Investment Objectives

Principal 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.

Principal Government Securities     A high level of current  income,  liquidity 
Income Fund, Inc.                   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.

Principal 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").

Principal Limited Term Bond         A  high level of current income consistent
Fund, Inc.                          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


Principal Cash Management           As high a level of current income available
Fund, Inc.                          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  reacts 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 which changes in the overall
level of interest  rates are reflected in the level of current income of a Fund.
See "Risk Factors" and "Investment Objectives, Policies and Restrictions."

How to Buy Shares

     You can buy shares by completing an Account Application or a Princor IRA or
SEP-IRA  Application  provided  by  Princor.  Mail  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" and "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 have 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 Principal  Funds may be exchanged for shares of the same Class of
other Principal 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   Principal   Fund  may  be   automatically
"cross-reinvested"  in shares of the same Class of another  Principal  Fund. See
"Distribution of Income Dividends and Realized Capital Gains."

How to Sell Shares

     You 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
you 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 are derived from financial  statements
which,  for the five years in the  period  ended  October  31,  1997,  have been
audited  by Ernst & Young  LLP,  independent  auditors,  whose  report  has been
incorporated by reference  herein.  The financial  highlights  should be read in
conjunction  with the financial  statements,  related notes, and other financial
information  incorporated by reference herein.  Audited financial statements may
be obtained by shareholders, without charge, by telephoning 1-800-451-5447.
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS
         Domestic

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


   Principal Balanced Fund, Inc.(b)(c)
        Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>         <C>         <C>          <C>          <C>         <C>      
       1997                             $14.61     $.35      $1.81       $ 2.16      $(.36)       $(1.30)      $(1.66)     $15.11   
       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 (d)    9.96      .40       1.02         1.42       (.29)         --           (.29)      11.09   

        Class R
     Year Ended October 31, 1997         14.52      .29       1.76         2.05       (.30)        (1.29)       (1.59)      14.98   
     Period Ended October 31, 1996(g)    13.81      .24        .73          .97       (.26)         --           (.26)      14.52   
   Principal Blue Chip Fund, Inc.(c)
     Class A
     Year Ended October 31,
       1997                              17.10      .21       3.58         3.79       (.21)         (.46)        (.67)      20.22   
       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(h)    10.02      .10        .57          .67       (.08)         --           (.08)      10.61   

        Class R
     Year Ended October 31, 1997         17.08      .13       3.53         3.66       (.12)         (.46)        (.58)      20.16   
     Period Ended October 31, 1996(g)    16.21      .12        .90         1.02       (.15)         --           (.15)      17.08   

   Principal Capital Value Fund, Inc.(c)
     Class A
     Year Ended October 31,
       1997                              27.72      .50       5.80         6.30       (.48)        (3.85)       (4.33)      29.69   
       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(i)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   

       Class R
     Year Ended October 31, 1997         27.57      .30       5.74         6.04       (.32)        (3.85)       (4.17)      29.44   
     Period Ended October 31, 1996(g)    24.73      .19       2.81         3.00       (.16)         --           (.16)      27.57   
</TABLE>
<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  Comisssion      
                                          Return (a) (in thousands) Net Assets  Net Assets     Rate     Rate Paid      
                                                                                                                       
                                                                                                                       
   Principal Balanced Fund, Inc.(b)(c)                                                                                 
        Class A                                                                                                        
     Year Ended October 31,                                                                                            
<S>    <C>                                 <C>         <C>           <C>          <C>         <C>         <C>          
       1997                                 15.88%     $ 85,436      1.33%        2.42%       27.6%       $.0392       
       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 (d)      12.42(e)     16,282      1.12(f)      4.51(f)     65.2(f)       N/A        
                                                                                                                       
        Class R                                                                                                        
     Year Ended October 31, 1997            15.16         9,745      1.99         1.66        27.6         .0392       
     Period Ended October 31, 1996(g)        7.52(e)        875      1.49(f)      2.26(f)     32.6(f)      .0421(f)    
   Principal Blue Chip Fund, Inc.(c)                                                                                   
     Class A                                                                                                           
     Year Ended October 31,                                                                                            
       1997                                 22.57        79,985      1.30         1.10        55.4         .0394       
       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(h)        6.37(e)     12,670      1.71(f)      1.67(f)      0.4(f)       N/A        
                                                                                                                       
        Class R                                                                                                        
     Year Ended October 31, 1997            21.82        15,502      1.89          .45        55.4         .0394       
     Period Ended October 31, 1996(g)        7.02(e)      1,575      1.48(f)       .68(f)     13.3(f)      .0456(f)    
                                                                                                                       
   Principal Capital Value Fund, Inc.(c)
     Class A
     Year Ended October 31,
       1997                                 25.36       494,444       .70         1.85        30.8         .0457       
       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(i)    .44(e)    122,685      1.10(f)      2.87(f)     19.7(f)       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        
                                                                                                                       
       Class R                                                                                                         
     Year Ended October 31, 1997            24.36        18,326      1.50          .93        30.8         .0457       
     Period Ended October 31, 1996(g)       12.74(e)      1,752      1.16(f)      1.18(f)     50.2(f)      .0421(f)    
<FN>
Notes to financial highlights

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

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

(c)  Effective January 1, 1998, the names of the following Domestic Growth Funds
     were changed: 
                        from                              to
                        ----                              --
     Princor Balanced Fund, Inc.                 Principal Balanced Fund, Inc.
     Princor Blue Chip Fund, Inc.                Principal Blue Chip Fund, Inc.
     Princor Capital Accumulation                Principal Capital Value 
       Fund, Inc.                                  Fund, Inc.

(d)  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.  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.

(e)  Total return amounts have not been annualized.

(f)  Computed on an annualized basis.

(g)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through  October 31, 1996.  For the initial  interim
     period from February 27, 1996 through  February 28, 1996,  certain Domestic
     Growth  Funds' Class R shares  recognized  net  investment  income (none of
     which  was  distributed  to  the  sole  shareholder,  Principal  Management
     Corporation) and incurred  unrealized losses on investments as shown below.
     This  represented  Class R  shares  activities  of each  fund  prior to the
     initial public offering of Class R shares.

                                       Per Share       Per Share
                                    Net Investment     Unrealized
                  Fund                  Income         Gain/(Loss)
                  ----              --------------     -----------
     Principal Balanced Fund, Inc.        $--            $(.03)
     Principal Blue Chip Fund, Inc.       .01             (.02)
     Principal Capital Value Fund, Inc.   .01             (.11)

(h)  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.  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.

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

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

                                                  Income from Investment Operations          Less Distributions                     


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


   Principal Growth Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>      <C>          <C>         <C>          <C>          <C>         <C>      
       1997                             $39.54     $.31     $11.26       $11.57      $(.31)       $ (.37)      $ (.68)     $50.43   
       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(c)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   

       Class R
     Year Ended October 31, 1997         39.40      .06      11.16        11.22       (.09)         (.37)        (.46)      50.16   
     Period Ended October 31, 1996(f)    39.27      .10        .13          .23       (.10)         --           (.10)      39.40   

   Principal MidCap Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                              35.75      .07      10.80        10.87       (.11)        (1.18)       (1.29)      45.33   
       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(g)    10.50      .06       2.26         2.32       (.05)         --           (.05)      12.77   

        Class R
     Year Ended October 31, 1997         35.67     (.12)     10.74        10.62       (.01)        (1.18)       (1.19)      45.10   
     Period Ended October 31, 1996(f)    33.77      .04       1.88         1.92       (.02)         --           (.02)      35.67   

   Principal Utilities Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                              11.40      .48(h)    1.12         1.60       (.45)         --           (.45)      12.55   
       1996                              10.94      .44(h)     .45          .89       (.43)         --           (.43)      11.40   
       1995                               9.25      .48(h)    1.70         2.18       (.49)         --           (.49)      10.94   
       1994                              11.45      .46(h)   (2.19)       (1.73)      (.45)        (.02)         (.47)       9.25   
     Period Ended October 31, 1993(i)    10.18      .35(h)    1.27         1.62       (.35)         --           (.35)      11.45   

       Class R
     Year Ended October 31, 1997         11.33      .39(h)    1.14         1.53       (.37)         --           (.37)      12.49   
     Period Ended October 31, 1996(f)    11.75      .28(h)    (.41)        (.13)      (.29)         --           (.29)      11.33   
</TABLE>
<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  Comisssion
                                           Return (a) (in thousands) Net Assets  Net Assets     Rate     Rate Paid


   Principal Growth Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                                   <C>        <C>            <C>          <C>         <C>       <C>   
       1997                                  29.55%     $317,386       1.03%         .68%       14.2%     $.0411
       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(c)   6.83(d)     32,828        1.22(e)      1.25(e)     50.1(e)     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

       Class R
     Year Ended October 31, 1997             28.72        16,265       1.69          .00        16.5       .0411
     Period Ended October 31, 1996(f)         1.12(d)      2,014       1.42(e)       .14(e)      1.8(e)    .0443(e)

   Principal MidCap Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                  31.26       346,666       1.26          .20         9.5       .0435
       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(g)        19.72(d)      6,076       1.52(e)    .84(e)        19.5(e)     N/A

        Class R
     Year Ended October 31, 1997             30.56        17,448       1.87         (.45)        9.5       .0435
     Period Ended October 31, 1996(f)         6.20(d)      2,016       1.53(e)       .29(e)     12.3(e)    .039(e)

   Principal Utilities Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                  14.26        64,366       1.15(h)      3.90        22.5       .0465
       1996                                   8.13        66,322       1.17(h)      3.85        34.2       .0410
       1995                                  24.36        65,873       1.04(h)      4.95        13.0        N/A
       1994                                 (15.20)       56,747       1.00(h)      4.89        13.8        N/A
     Period Ended October 31, 1993(i)        15.92(d)     50,372       1.00(e)(h)   4.48(e)      4.3(e)     N/A

       Class R
     Year Ended October 31, 1997             13.72         1,512       1.65(h)      3.35        22.5       .0465
     Period Ended October 31, 1996(f)         (.31)(d)       311       1.47(e)(h)   3.77(e)     34.2(e)    .0410(e)
<FN>
Notes to financial highlights

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

(b)  Effective January 1, 1998, the names of the following Domestic Growth Funds
     were changed: 
                 from                       to
                 ----                       --
     Princor Growth Fund, Inc.     Principal Growth Fund, Inc.
     Princor Emerging Growth       Principal MidCap Fund, Inc.
       Fund, Inc.
     Princor Utilities Fund, Inc.  Principal Utilities Fund, Inc.

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

(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.  For the initial  interim
     period from February 27, 1996 through  February 28, 1996,  certain Domestic
     Growth  Funds' Class R shares  recognized  net  investment  income (none of
     which  was  distributed  to  the  sole  shareholder,  Principal  Management
     Corporation) and incurred  unrealized losses on investments as shown below.
     This  represented  Class R  shares  activities  of each  fund  prior to the
     initial public offering of Class R shares.

                                      Per Share        Per Share
                                   Net Investment     Unrealized
                 Fund                  Income            Gain
                 ----              --------------     ----------
     Principal Growth Fund, Inc.       $.01              $.10
     Principal MidCap Fund, Inc.        --                .19

(g)  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.  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.

(h)  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 net investment
     income 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        1997         $.46           1.25%         $ 65,940
                      1996          .43           1.25            54,932
                      1995          .46           1.30           151,145
                      1994          .41           1.50           284,836
                      1993(i)       .32           1.54(e)        139,439
       Class R        1997          .31           2.67             9,355
                      1996(f)       .28           1.47(e)          --

(i)  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.  Additionally,
     the Fund incurred  unrealized gains on investments of $.13 per share during
     the initial interim period.  This represented  activities of the Fund prior
     to the initial public offering of Fund shares.
</FN>
</TABLE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS (Cont.)
         International

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

                                                  Income from Investment Operations          Less Distributions                     


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


   Principal International Emerging
   Growth Fund, Inc.
     Class A
<S>                                      <C>     <C>         <C>         <C>          <C>         <C>           <C>          <C>    
     Period Ended October 31, 1997(c)    $9.51   $(.01)      $(1.21)     $(1.22)      $ --        $ --          $ --         $8.29  

       Class R
     Period Ended October 31, 1997(c)     9.51    (.01)       (1.22)      (1.23)        --          --            --          8.28  

   Principal International Fund, Inc.(f)
     Class A
     Year Ended October 31,
       1997                               8.14     .09         1.52        1.61       (.11)        (.31)         (.42)       9.33   
       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   

     Class R
     Year Ended October 31, 1997          8.12     .07         1.47        1.54       (.08)        (.31)         (.39)       9.27   
     Period Ended October 31, 1996(i)     7.48     .01          .63         .64        --           --            --         8.12   

   Principal International SmallCap
   Fund, Inc.
     Class A
     Period Ended October 31, 1997(c)    10.04    (.01)        (.07)       (.08)       --           --            --         9.96   

     Class R
     Period Ended October 31, 1997(c)    10.04    (.01)        (.07)       (.08)       --           --            --         9.96   
</TABLE>
<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  Comisssion
                                             Return (a) (in thousands) Net Assets  Net Assets     Rate   Rate Paid(b)


   Principal International Emerging
   Growth Fund, Inc.
     Class A
<S>                                          <C>            <C>          <C>         <C>         <C>        <C>   
     Period Ended October 31, 1997(c)        (10.18)%(d)  $  5,039       2.03%(e)    (.32)%(e)   21.4%(e    $.0050

       Class R
     Period Ended October 31, 1997(c)        (10.29)(d)      2,510       2.20(e)     (.51)(e)    21.4(e)     .0050

   Principal International Fund, Inc.(f)
     Class A
     Year Ended October 31,
       1997                                   20.46        281,158       1.39        1.25        26.6        .0174
       1996                                   18.36        172,276       1.45        1.43        23.8        .0147
       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(d)      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

     Class R
     Year Ended October 31, 1997              19.65         11,773       2.10         .44        26.6        .0174
     Period Ended October 31, 1996(i)          9.29(d)       1,057       1.59(e)      .78(e)     23.8(e)     .0197

   Principal International SmallCap
   Fund, Inc.
     Class A
     Period Ended October 31, 1997(c)           .50(d)       6,210       1.99(e)     (.40)(e)    10.4(e)     .0104

     Class R
     Period Ended October 31, 1997(c)           .50(d)       3,004       2.15(e)     (.54)(e)    10.4(e)     .0104

<FN>
Notes to financial highlights

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

(b)  The  International  Growth Funds identified the cost of commissions paid on
     purchases  and sales of  portfolio  securities  charged to each Fund in the
     local  currency  of the  respective  country  involved.  The  value  of the
     commissions  is  translated  into U.S.  dollars at  approximate  rates when
     acquired  or  sold.  This  translation  can give  the  appearance  that the
     International  Growth  Funds  average  commission  rates are  substantially
     different from the Domestic Growth Funds.

(c)  Period  from  August 29,  1997,  date Class A shares  first  offered to the
     public and Class R shares  first  offered to eligible  purchasers,  through
     October 31, 1997. Principal  International  Emerging Markets Fund, Inc. and
     Principal  International  SmallCap Fund, Inc. classes of shares  recognized
     net investment  income as follows for the period from the initial  purchase
     of shares on August 14, 1997,  through  August 28, 1997,  none of which was
     distributed  to the  sole  shareholder,  Principal  Mutual  Life  Insurance
     Company.  Principal International Emerging Markets Fund, Inc. and Principal
     International  SmallCap Fund, Inc.  incurred  unrealized  gains (losses) on
     investments  during the initial interim period as follows.  This represents
     Class A and Class R share  activities  prior to the initial public offering
     of all classes of shares of each Fund.

                                       Per Share         Per Share
                                    Net Investment      Unrealized
                   Fund                 Income            (Loss)
                   ----             --------------      ----------
     Principal International Emerging
     Markets Fund, Inc.
      Class A                           $ .01             $(.50)
      Class R                             .01              (.50)
     Principal International SmallCap
     Fund, Inc.
      Class A                             .01              (.03)
      Class R                             .01              (.03)

(d)  Total return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Effective  January 1, 1998, the name of Princor World Fund, Inc. changed to
     Principal International Fund, Inc.

(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,  Principal Management  Corporation.  The years
     1983  through  1987 are not  covered by the current  independent  auditor's
     report.

(i)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through  October 31, 1996.  Principal  International
     Fund,  Inc.  Class R shares  recognized  no net  investment  income for the
     period from the initial  purchase by Principal  Management  Corporation  of
     Class  R  shares  on  February  27,  1996,   through   February  28,  1996.
     Additionally,  Class R shares incurred  unrealized  gains on investments of
     $.02 per share during the initial interim period.  This represents  Class R
     share  activities  of the Fund  prior to the  initial  offering  of Class R
     shares.
</FN>
</TABLE>
<TABLE>
<CAPTION>
INCOME-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

   Principal Bond Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                               <C>      <C>         <C>         <C>        <C>             <C>        <C>          <C>    
       1997                              $11.17   $ .75(c)    $ .33       $ 1.08     $ (.81)         $--        $ (.81)      $11.44 
       1996                               11.42     .76(c)     (.25)         .51       (.76)          --          (.76)       11.17 
       1995                               10.27     .78(c)     1.16         1.94       (.78)         (.01)        (.79)       11.42 
       1994                               11.75     .78(c)    (1.47)        (.69)      (.78)         (.01)        (.79)       10.27 
       1993                               10.97     .81(c)      .79         1.60       (.81)         (.01)        (.82)       11.75 
       1992                               10.65     .85(c)      .32         1.17       (.85)          --          (.85)       10.97 
       1991                                9.99     .88(c)      .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(d)      9.95     .80(c)      .38         1.18       (.76)          --          (.76)       10.37 
       Class R
     Year Ended October 31, 1997          11.16     .71(c)      .30         1.01       (.74)          --          (.74)       11.43 
     Period Ended October 31, 1996(g)     11.27     .51(c)     (.13)         .38       (.49)          --          (.49)       11.16 

   Principal Government Securities
   Income Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                               11.26     .70         .29          .99       (.74)          --          (.74)       11.51 
       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(h)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 
       Class R
     Year Ended October 31, 1997          11.21     .64         .24          .88       (.67)          --          (.67)       11.42 
     Period Ended October 31, 1996(g)     11.27     .47        (.08)         .39       (.45)          --          (.45)       11.21 

   Principal High Yield Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                8.27     .67         .31          .98       (.73)          --          (.73)        8.52 
       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(d)      9.97     .98(c)      .38         1.36       (.89)          --          (.89)       10.44 
       Class R
     Year Ended October 31, 1997           8.20     .62         .26          .88       (.68)          --          (.68)        8.40 
     Period Ended October 31, 1996(g)      8.21     .46        (.03)         .43       (.44)          --          (.44)        8.20 
</TABLE>
<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

   Principal Bond Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                                   <C>        <C>            <C>           <C>          <C>  
       1997                                  10.15%     $126,427        .95%(c)      6.70%        12.8%
       1996                                   4.74       113,437        .95(c)       6.85          3.4
       1995                                  19.73       106,962        .94(c)       7.26          5.1
       1994                                  (6.01)       88,801        .95(c)       7.27          8.9
       1993                                  15.22        85,015        .92(c)       7.19          9.3
       1992                                  11.45        62,534        .88(c)       7.95          8.4
       1991                                  16.04        37,825        .80(c)       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(d)        11.59(e)     10,560        .70(c)(f)    8.85(f)      63.9(f)
       Class R
     Year Ended October 31, 1997              9.49         5,976       1.45          6.11         12.8
     Period Ended October 31, 1996(g)         3.75(e)        525       1.28(c)(f)    6.51(f)       3.4(f)

   Principal Government Securities
   Income Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                   9.23       249,832        .84          6.19         10.8
       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(h     3.63(e)     55,702       1.07(f)       8.18(f)       5.2(f)
     Year Ended June 30,
       1989                                  12.37        56,848        .96          8.58          --
       1988                                   8.60        59,884        .82          8.65          --
       Class R
     Year Ended October 31, 1997              8.19         4,152       1.79          5.21         10.8
     Period Ended October 31, 1996(g)         3.76(e)        481       1.18(f)       5.84(f)      25.9(f)

   Principal High Yield Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                  12.33        38,239       1.22          7.99         39.2
       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(d)        14.15(e)     10,059        .77(c)(f)   10.55(f)      73.2(f)
       Class R
     Year Ended October 31, 1997             11.14         1,961       2.42          6.70         39.2
     Period Ended October 31, 1996(g)         5.60(e)        124       1.59(f)       7.84(f)      18.8(f)
<FN>
Notes to financial highlights

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

(b)  Effective  January 1, 1998,  the names of the  following  Income Funds were
     changed: 
                  from                               to
                  ----                               --
     Princor Bond Fund, Inc.           Principal Bond Fund, Inc.
     Princor Government Securities     Principal Government Securities
        Income Fund, Inc.                 Income Fund, Inc.
     Princor High Yield Fund, Inc.     Principal High Yield Fund, Inc.

(c)  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 Income
     Funds  would  have had per share net  investment  income  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
        ----              ------  ----------- -----------------   ---------

Principal Bond Fund, Inc.
   Class A               1997       $.74             .98%         $ 41,256
                         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(d)     .76            1.12(f)         31,187
   Class R               1997        .69            1.78            10,427
                         1996(g)     .51            1.28(f)              3
Principal High Yield
Fund, Inc.
   Class A               1988(d)     .95            1.33(f)         32,609

(d)  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.
     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.

(e)  Total return amounts have not been annualized.

(f)  Computed on an annualized basis.

(g)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through  October 31, 1996.  For the initial  interim
     period from  February 27, 1996 through  February 28, 1996,  certain  Income
     Funds'  Class R shares  recognized  no net  investment  income but incurred
     unrealized  losses on investments as shown below.  This represented Class R
     shares  activities  of each fund prior to the  initial  public  offering of
     Class R shares.

                                              Per Share
                Fund                      Unrealized (Loss)
                ----                      -----------------
     Principal Bond Fund, Inc.                  $(.03)
     Principal Government Securities
       Income Fund, Inc.                         (.03)

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

<TABLE>
<CAPTION>
INCOME-ORIENTED  FUNDS (Cont.)

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

   Principal Limited Term Bond Fund, Inc.(b)
     Class A
<S>                                      <C>       <C>        <C>           <C>       <C>                        <C>          <C>   
     Year Ended October 31, 1997         $9.89     $.61(c)    $ .03         $.64      $(.65)          --         $(.65)       $9.88 
     Period Ended October 31, 1996(d)     9.90      .38(c)     (.04)         .34       (.35)          --          (.35)        9.89 

       Class R
     Year Ended October 31, 1997          9.88      .54(c)      .03          .57       (.60)          --          (.60)        9.85 
     Period Ended October 31, 1996(f)     9.90      .36(c)     (.06)         .30       (.32)          --          (.32)        9.88 


MONEY MARKET FUND

   Principal Cash Management Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                               1.000     .050(c)     --          .050      (.050)         --          (.050)        1.000
       1996                               1.000     .049(c)     --          .049      (.049)         --          (.049)        1.000
       1995                               1.000     .052(c)     --          .052      (.052)         --          (.052)        1.000
       1994                               1.000     .033(c)     --          .033      (.033)         --          (.033)        1.000
       1993                               1.000     .026(c)     --          .026      (.026)         --          (.026)        1.000
       1992                               1.000     .036(c)     --          .036      (.036)         --          (.036)        1.000
       1991                               1.000     .061(c)     --          .061      (.061)         --          (.061)        1.000
       1990                               1.000     .074(c)     --          .074      (.074)         --          (.074)        1.000
     Four Months Ended October 31, 1989(g)1.000     .027(c)     --          .027      (.027)         --          (.027)        1.000
     Year Ended June 30,
       1989                               1.000     .080(c)     --          .080      (.080)         --          (.080)        1.000
       1988                               1.000     .060        --          .060      (.060)         --          (.060)        1.000

       Class R
     Year Ended October 31, 1997          1.000     .044(c)     --          .044      (.044)         --          (.044)        1.000
     Period Ended October 31, 1996(f)     1.000     .030        --          .030      (.030)         --          (.030)        1.000
</TABLE>
<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

   Principal Limited Term Bond Fund, Inc.(b)
     Class A
<S>                                             <C>         <C>           <C>             <C>         <C>  
     Year Ended October 31, 1997                6.75%       $ 20,567       .90%(c)        6.20%       17.5%
     Period Ended October 31, 1996(d)           3.62(d)       17,249       .89(c)(e)      6.01(e)     16.5(e)

       Class R
     Year Ended October 31, 1997                6.01             606      1.48(c)         5.60        17.4
     Period Ended October 31, 1996(f)           3.24(d)           83      1.40(c)(e)      5.64(e)     16.5(e)


MONEY MARKET FUND

   Principal Cash Management Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                     4.96         836,072       .63(c)         4.98        N/A
       1996                                     5.00         694,962       .66(c)         4.88        N/A
       1995                                     5.36         623,864       .72(c)         5.24        N/A
       1994                                     3.40         332,346       .70(c)         3.27        N/A
       1993                                     2.67         284,739       .67(c)         2.63        N/A
       1992                                     3.71         247,189       .65(c)         3.66        N/A
       1991                                     6.29         262,543       .61(c)         5.95        N/A
       1990                                     7.65         151,007       .93(c)         7.36        N/A
     Four Months Ended October 31, 1989(g)      2.63(d)      124,895      1.04(c)(e)      7.86(e)     N/A
     Year Ended June 30,
       1989                                     8.15         120,149      1.00(c)         8.21        N/A
       1988                                     6.18          51,320      1.02            6.06        N/A

       Class R
     Year Ended October 31, 1997                4.16(d)        4,296      1.26            4.40        N/A
     Period Ended October 31, 1996(f)           2.97(d)        1,639       .99(e)         4.41(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  January 1, 1998,  the names of the  following  Income Funds were
     changed:

               from                            to
               ----                            --
     Princor Limited Term           Principal Limited Term
       Bond Fund, Inc.                Bond Fund, Inc.
     Princor Cash Management        Principal Cash Management
       Fund, Inc.                     Fund, Inc.


(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  net
     investment  income 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
        ----           ----   ----------- -----------------  ------

Principal Limited Term
Bond Fund, Inc.
   Class A            1997       $.59           1.15%       $ 46,271
                      1996        .37           1.16(e)       22,716
   Class R            1997        .43           2.95           6,831
                      1996        .35           1.79(e)            60


Principal Cash
Management Fund, Inc.
   Class A            1997        .050           .63            --
                      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 R            1997        .043          1.34           2,441
*  Year ended June 30, 1989
** Four months ended October 31, 1989

(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.  For the initial  interim
     period from February 27, 1996 through February 28, 1996,  Principal Limited
     Term Bond Fund, Inc. Class R shares recognized no net investment income but
     incurred   unrealized  losses  on  investments  of  $.02  per  share.  This
     represents Class R share activities of the fund prior to the initial 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.  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.

(h)  Effective July 1, 1989,  the Fund changed its fiscal  year-end from June 30
     to October 3l.
</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 have different investment  objectives.  They
seek:

     o   capital appreciation and growth primarily through investments in equity
         securities of  corporations  established in the United States  ("U.S.")
         (Capital Value Fund, Growth Fund, MidCap Fund and SmallCap Fund)

     o   long-term  growth of capital  primarily  through  investments in equity
         securities of corporations  located outside of the U.S.  (International
         Emerging Markets Fund,  International  Fund and International  SmallCap
         Fund)

     o   total investment return including both capital  appreciation and income
         through investments in equity and debt securities (Balanced Fund)

     o   growth of capital and growth of income primarily through investments in
         common stocks of  well-capitalized,  established  companies  (Blue Chip
         Fund)

     o   current  income  and  long-term  growth of income and  capital  through
         investment in equity  securities of real estate  companies (Real Estate
         Fund)

     o   current  income  and  long-term  growth of income and  capital  through
         investment in equity and  fixed-income  securities of public  utilities
         companies (Utilities Fund)

     The  Growth-Oriented  Funds may invest in the following equity  securities:
common stocks;  preferred  stocks and debt securities that are convertible  into
common  stock,  that carry  rights or warrants to purchase  common stock or that
carry rights to participate  in earnings;  rights or warrants to subscribe to or
purchase any of the foregoing securities; and sponsored and unsponsored American
Depository Receipts (ADRs) based on any of the foregoing securities. Unsponsored
ADRs are not created by the issuer of the underlying security, may be subject to
fees imposed by the issuing bank that, in the case of sponsored  ADRs,  would be
paid by the issuer of a sponsored ADR and may involve  additional  risks such as
reduced availability of information about the issuer of the underlying security.
The Blue Chip,  Capital Value,  Growth,  International,  International  Emerging
Markets, International SmallCap, MidCap and SmallCap 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

Principal Balanced Fund
     The investment  objective of Principal 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.

Principal Blue Chip Fund
     The  objective of Principal  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."

 Principal Capital Value Fund
     The primary  objective of Principal Capital Value 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.  To achieve its
investment  objective,  Invista  will  invest in  securities  that have  "value"
characteristics.  This process is known as "value investing." Value investing is
purchasing  securities of companies with above average dividend yields and below
average price to earnings  (P/E) ratios.  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.

Principal Growth Fund
     The objective of Principal 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.

Principal MidCap Fund
     The  objective of  Principal  MidCap 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  with  market
capitalizations  in the $1 billion to $10 billion range.  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.

Principal Real Estate Fund
     The investment objective of Principal Real Estate Fund is to generate total
return by investing  primarily  in equity  securities  of companies  principally
engaged in the real estate industry. The Fund will seek to achieve its objective
by seeking,  with  approximately  equal emphasis,  long-term  capital growth and
current income through the purchase of equity securities.

     Under normal  circumstances the Fund will invest at least 65 percent of its
assets in the equity  securities  of real estate  companies.  Equity  securities
include  common  stock  (including  shares in real  estate  investment  trusts),
preferred stock, rights and warrants. A real estate investment trust ("REIT") is
a corporation, or a business trust which, in satisfying certain Internal Revenue
Code requirements, is permitted to effectively eliminate corporate level federal
income taxes.  Qualifying REITs must, among other things,  derive  substantially
all of  their  income  from  real  estate  assets  and  annually  distribute  to
shareholders 95 percent or more of their otherwise taxable income.

     REITs are  characterized as equity REITs,  mortgage REITs and hybrid REITs.
An equity REIT invests primarily in the fee ownership of real estate and revenue
is primarily  derived from rental income.  A mortgage REIT primarily  invests in
real estate  mortgages and hybrid REITs combine the  characteristics  of both an
equity REIT and a mortgage REIT.

     For purposes of the Fund's  investment  policies,  a real estate company is
one that has at least 50% of its  assets,  income  or  profits  attributable  to
products or services related to the real estate industry.  Real estate companies
include REITs or other  securitized  real estate  investments and companies with
substantial real estate holdings such as paper,  lumber, hotel and entertainment
companies.  Companies  whose  products  and  services  relate to the real estate
industry  include building supply  manufacturers,  mortgage lenders and mortgage
servicing  companies.  The Fund may  invest  up to 25% of its  total  assets  in
securities of foreign real estate companies (see "Risk Factors").

     Securities  issued by real estate companies may be subject to risks similar
to those  associated  with the direct  ownership  of real estate (in addition to
securities  market  risks)  because  of  its  policy  of  concentration  in  the
securities of companies in the real estate  industry.  These include declines in
the  value  of  real  estate,  risks  related  to  general  and  local  economic
conditions,  dependency  on  management  skills,  heavy  cash  flow  dependency,
possible  lack  of  availability  of  mortgage  funds,  overbuilding,   extended
vacancies in  properties,  increases in property  taxes and operating  expenses,
changes  in zoning  laws,  losses  due to costs  resulting  from the  cleanup of
environmental problems, casualty or condemnation losses, changes in neighborhood
values and changes in interest rates.

     In addition to these risks,  equity REITS may be affected by changes in the
value of the underlying  property owned by the trusts,  while mortgage REITS may
be affected by the quality of any credit extended.  Further, equity and mortgage
REITS are dependent upon management skills and generally may not be diversified.
Equity  and  mortgage  REITS are also  subject  to heavy  cash flow  dependency,
defaults by borrowers  and  self-liquidation.  In  addition,  equity or mortgage
REITS could possibly fail to qualify for tax free  pass-through  of income under
the Internal  Revenue Code of 1986, as amended,  or to maintain their exemptions
from  registration  under the Investment  Company Act of 1940. The above factors
may  also  adversely  affect  a  borrower's  or  lessee's  ability  to meet  its
obligations to the REIT. In the event of a default by a borrower or lessee,  the
REIT may experience  delays in enforcing its rights as a mortgagee or lessor and
may incur substantial costs associated with protecting its investments.

Principal SmallCap Fund
     The investment  objective of Principal SmallCap Fund is long-term growth of
capital.  The strategy of this Fund is to invest primarily in equity  securities
of companies  domiciled in the United States 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.

     In selecting  securities for investment,  the Fund will look at stocks with
both "growth" and "value" characteristics, with no consistent preference between
the two categories. The growth orientation emphasizes buying stocks of companies
whose  potential  for growth of capital  and  earnings  is  expected to be above
average.  The value  orientation  emphasizes  buying  stocks at less than  their
intrinsic value and avoiding those whose price has been speculatively bid up.

Principal Utilities Fund
     The investment  objective of Principal 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.

     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 Fund
     The  investment  objective  of  Principal  International  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 International 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  (although the Fund  currently  intends not to
invest in equity securities of United States companies). 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.

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.

     INCOME-ORIENTED FUNDS

     The Principal 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 Principal Bond Fund, Principal Government Securities
Income Fund,  Principal  High Yield Fund and  Principal  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").

Principal Bond Fund
     The  investment  objective of  Principal  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 Principal
High  Yield  Fund  for  information   concerning  risks  associated  with  below
investment grade bonds.

     During the fiscal year ended October 31, 1997, 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                       .85%
                           A                     22.85
                          Baa                    74.14
                          Ba                      1.22
                           B                       .94

     The preceding  percentage for AA and A rated  securities  includes .35% and
 .99%  respectively  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.

Principal Government Securities Income Fund
     The  objective of  Principal  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.

     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.

Principal High Yield Fund
     Principal  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, 1997, 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                         .84%
                            Ba                        33.12
                             B                        66.04

     The  above  percentages  for  Ba and B  rated  securities  include  unrated
securities  in the  amount of 1.55% and  4.04%,  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.

Principal Limited Term Bond Fund
     The  objective of Principal  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 Principal  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  "Principal
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 Principal  Funds  currently  include one Fund  offering  Class R shares
which seeks a high level of income through investments in short-term securities.
This Fund is Principal  Cash  Management  Fund  referred to as the "Money Market
Fund."  Securities in which the Principal 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.

     Principal  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 Principal 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 Value 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  International  Emerging  Markets  Fund,
International  Fund and  International  SmallCap  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 the Capital  Value,  Cash  Management,  Growth,
Tax-Exempt Bond and Tax-Exempt Cash Management Funds may borrow only from banks.
Further,  each Fund may borrow only in an amount not exceeding 5% of its assets,
except:

     (1) the Capital  Value 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

     Each  of  the  Funds  (except  Capital  Value,  Cash  Management,   Growth,
Tax-Exempt  Bond and  Tax-Exempt  Cash  Management  Funds) 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  Principal Funds may invest in foreign  securities to
the indicated percentage of its assets:  International,  International  Emerging
Markets and  International  SmallCap Funds - 100%; Real Estate - 25%;  Balanced,
Blue Chip,  Bond,  Capital Value,  High Yield,  Limited Term Bond Fund,  MidCap,
SmallCap and Utilities  Funds - 20%. The Government  Securities  Income Fund may
not  invest in foreign  securities.  The Cash  Management  and  Tax-Exempt  Cash
Management  Funds do not invest in foreign  securities other than those that are
United States dollar  denominated.  United States dollar  denominated means that
all principal and interest payments for the security are payable in U.S. dollars
and that the interest rate of, the principal  amount to be repaid and the timing
of payments  related to the  securities do not vary or float with the value of a
foreign  currency,  the rate of interest on foreign currency  borrowings or with
any  other  interest  rate or index  expressed  in a  currency  other  than U.S.
dollars.  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 Invista Capital Management,  Inc.  ("Invista")
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 Principal Management Corporation (the "Manager") (formerly known as
Princor  Management  Corporation),  an  indirectly  wholly-owned  subsidiary  of
Principal  Mutual  Life  Insurance  Company,  a mutual  life  insurance  company
organized  in 1879  under  the laws of the  State of Iowa.  The  address  of the
Manager is The Principal  Financial Group,  Des Moines,  Iowa 50392. The Manager
was  organized  on January 10,  1969,  and since that time has  managed  various
mutual  funds  sponsored  by  Principal  Mutual Life  Insurance  Company.  As of
November 30, 1997,  the Manager  served as investment  advisor for 28 such funds
with assets totaling approximately $5.0 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 (except the Real Estate Fund), the Government  Securities
Income Fund and the Limited Term Bond Fund. The Manager will  reimburse  Invista
for the cost of providing these services.  Invista,  an indirectly  wholly-owned
subsidiary of Principal  Mutual Life  Insurance  Company and an affiliate of the
Manager,   was  founded  in  1985  and  manages  investments  for  institutional
investors, including Principal Mutual Life. Assets under management at September
30, 1997 were approximately $25.3 billion.  Invista's address is 1800 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 Fund             April, 1993           Judith A. Vogel, CFA (BA degree, Central College). Vice President, Invista
                                                Capital Management, Inc., since 1987. Co-Manager since December, 1997:
                                                Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
                                                Capital Management, Inc.

Blue Chip Fund            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 Fund                 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 Value Fund        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.

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

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

High Yield Fund           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 Fund        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.

International Emerging    May, 1997             Kurtis D. Spieler, CFA (MBA degree, Drake University). Vice President,
Markets Fund              (Fund's inception)    Invista Capital Management, Inc., 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
                          (Fund's inception)    Officer, Invista Capital Management, Inc., since 1995; Prior thereto, Security
                                                Analyst.

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

Real Estate Fund          December, 1997        Kelly D. Rush,  CFA (MBA degree,  University of Iowa).  Assistant Director - 
                          (Fund's inception)    Investment - Commercial  Real Estate,  Principal  Mutual Life Insurance  Company,  
                                                since 1996;  Prior thereto, Senior Administrator Investment - 
                                                Commercial Real Estate.

SmallCap Fund             December, 1997        Co-Manager: Mark T. Williams, CFA (MBA degree, Drake University). Vice
                          (Fund's inception)    President, Invista Capital Management, Inc., since 1995;
                                                Investment Officer, 1992-1995. Co-Manager: John F. McClain, (MBA degree Indiana
                                                University). Vice President, Invista Capital Management, Inc., since 1995; 
                                                Investment Officer, 1992-1995. 

Utilities Fund            April, 1993           Catherine A. Green, CFA (MBA degree, Drake University). Vice President,
                          (Fund's inception)    Invista Capital Management, Inc., since 1987.
</TABLE>

     Until  August 1, 1988 the  International  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 or total Class R share
expenses  incurred by each Fund for the period ended October 31, 1997 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 Fund                            .60%              1.33%              .60%              1.99%
         Blue Chip Fund                           .50%              1.30%              .50%              1.89%
         Bond Fund                                .46%               .95%*             .16%              1.45%*
         Capital Value Fund                       .40%               .70%              .40%              1.50%
         Cash Management Fund                     .37%               .63%              .28%              1.26%*
         Government Securities Income Fund        .46%               .84%              .46%              1.79%
         Growth Fund                              .44%              1.03%              .44%              1.69%
         High Yield Fund                          .60%              1.22%              .60%              2.42%
         International Fund                       .71%              1.39%              .71%              2.10%
         International Emerging Markets Fund     1.23%              2.03%             1.23%              2.20%
         International SmallCap Fund             1.19%              1.99%             1.19%              2.15%
         Limited Term Bond Fund                   .25%               .90%*             .00%              1.48%*
         MidCap Fund                              .59%              1.26%              .59%              1.87%
         Utilities Fund                           .50%              1.15%*             .00%              1.65%*
<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, 1997.  The Manager  intends to continue its  voluntary  waiver
and, if necessary,  pay expenses normally payable by the Bond, Limited Term Bond
and Utilities Funds through October 31, 1998. The waiver, if necessary,  for the
Cash  Management  Fund will  continue  through  February 28, 1998. If necessary,
waivers  will be in  amounts  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"),  Morgan Stanley Trust Co. 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 Principal 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, 1995,  1996,  and 1997,  PFS received fees in
the amount of $991,520, $1,650,714 and $1,765,033 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.  Checks  for IRA
accounts should be made payable to Principal Mutual Life.  Checks for other than
IRA accounts  should be made payable to Principal  Mutual Funds. 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. You 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. You 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
you the  benefit  of  putting  all of your  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  Principal 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 your 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.  If you  invest  less  than $1  million  in Class A shares
(except Class A shares of the Cash Management  Fund),  you pay 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 you  depends  on a number of
factors,  including the amount and intended  duration of the investment.  Orders
for Class R shares that equal or exceed  $500,000  will be treated as orders for
Class A shares,  unless accompanied by a written  acknowledgement that the order
should be treated as an order for Class R shares.

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 Principal 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 Principal 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  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 prior to 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
     Each of these  Funds  distributes  substantially  all of its net  income to
shareholders each year according to the following schedule:

<TABLE>
<CAPTION>
                Funds                                    Record date                            Payable date
                -----                                    -----------                            ------------
     Growth
     ------
<S>  <C>                                         <C>                                     <C>
     Balanced, Blue Chip,                        three business days before              March 24, June 24,
     Real Estate, and Utilities                  each payable date                       September 24 and December 24
                                                                                         (or previous business day)

     Capital Value and Growth                    three business days before              June 24 and December 24
                                                 each payable date                       (or previous business day)

     International, International                three business days before              December 24
     Emerging Markets,                           each payable date                       (or previous business day)
     International SmallCap,
     MidCap and SmallCap

     Income
     ------
     Bond, Government Securities                 three business days before              monthly on the 24th (or
     Income, High Yield, Limited                 each payable date                       previous business day)
     Term Bond and Tax-Exempt Bond
</TABLE>

     Net  realized  capital  gains  for  each  of the  Funds,  if  any,  will be
distributed  annually.  Generally  the  distribution  will be made on the fourth
business day of December,  to  shareholders  of record on the third business day
prior to the payable date.

     On the Account  Application,  you can authorize income dividend and capital
gains  distributions to be invested in additional Fund shares at net asset value
(without a sales charge), invested in shares of other Principal Funds or paid in
cash. You may change this  instruction  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 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 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 Principal  funds  invested in shares of the same class of one of
the other  Principal  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  unemployment
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,  International  Emerging  Markets or  International
SmallCap 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 Principal 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 Principal Fund to any or all
of the other  Principal  Funds on a  monthly,  quarterly,  semiannual  or annual
basis.  The minimum  amount that may be exchanged  into any Principal  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.

     You  may  exercise  the  telephone   exchange   privilege  by   telephoning
1-800-247-4123.  If all  telephone  lines  are  busy,  you  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. You bear
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 Principal fund
account used to fund the shareholder's IRA.

     General - If you do 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. You
may receive shares in exchange only if they may be legally offered in your 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 Principal  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.  You would be notified of
any such action to the extent  required by law. You 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.  You 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.

     You  may  exercise  the  telephone   redemption  privilege  by  telephoning
1-800-247-4123.  If all  telephone  lines  are  busy,  you  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. You
bear 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 your 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

     You 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 you
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.  Your  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 only when requested.  You will receive a
quarterly  statement of account for the Fund(s) in which you have invested.  The
statement contains 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 your  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 or selected administrators of qualified
         retirement plans;

     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.

     Your  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 you.  Involuntary  redemptions  will not be
triggered  solely  by  market  activity.  You  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 Principal  Funds
described in this prospectus.  Except for Tax-Exempt Cash Management Fund (Class
A shares only) and Tax-Exempt Bond Fund (Class A and Class B shares only),  each
Fund's  shares are  currently  divided  into three  classes.  Each Fund share is
entitled to one vote with fractional shares voting proportionately.  The classes
of shares  for each  Fund will vote  together  as a single  class  except  where
required by law or as determined  by the Fund's Board of  Directors.  Shares are
freely  transferable,  are entitled to dividends as declared by the Fund's Board
of Directors and, if the Fund were  liquidated,  would receive the net assets of
the Fund.  Shareholders  of a Fund may remove any  director of that Fund with or
without  cause by the vote of a majority  of the votes  entitled to be cast at a
meeting  of  shareholders.   Shareholders  will  be  assisted  with  shareholder
communication in connection with such matter.

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

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

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

     As of October 31, 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 Value Fund                     5,332,094               29.30%
     International Emerging Markets Fund    1,000,000               77.70%
     International SmallCap Fund            1,000,000               71.20%
     Limited Term Bond Fund                 1,111,843               50.37%

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  Value 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;  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 Fund - May 12, 1981;  International SmallCap Fund - May
27, 1997;  Limited  Term Bond Fund - August 9, 1995;  MidCap Fund - February 20,
1987;  Real  Estate  Fund - May 27,  1997;  SmallCap  Fund -  August  13,  1997;
Utilities Fund - September 3, 1992.

     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,  International  Emerging  Markets  and  International
SmallCap  Funds.  The custodian  for the  International  Emerging  Markets Fund,
International  Fund and  International  SmallCap 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
Principal Funds.

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









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