PRINCIPAL CAPITAL ACCUMULATION FUND INC
497, 1995-04-13
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     The Principal Mutual Funds ("Principal Funds") described in this Prospectus
are a  family  of  separately  incorporated,  diversified,  open-end  management
investment companies,  commonly called mutual funds, which provide the following
range of investment objectives:

                             Growth-Oriented Funds
PRINCIPAL  Aggressive  Growth Fund, Inc. seeks to provide long-term capital
appreciation by investing  primarily in growth-oriented  common stocks of medium
and large  capitalization  U.S.  corporations and, to a limited extent,  foreign
corporations.

PRINCIPAL Asset  Allocation Fund, Inc. seeks to generate a total investment
return  consistent with the  preservation of capital.

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

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

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

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

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

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

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

                               Money Market Fund
PRINCIPAL Money Market 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  all of its assets in a portfolio of
money market instruments.

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

     This Prospectus concisely states information about the Principal Funds that
an investor ought to 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  Statement of Additional
Information,  dated March 31, 1995.  The Statement of Additional  Information is
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional Information can be obtained free of charge by writing or telephoning:
    

                             Principal Mutual Funds
                         The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

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 March 31, 1995.
    
<PAGE>


                               TABLE OF CONTENTS

   
                                                                           Page
Summary ...................................................................    3
Financial Highlights ......................................................    5
Investment Objectives, Policies and Restrictions ..........................    7
Certain Investment Policies and Restrictions ..............................   15
Manager and Sub-Advisors ..................................................   17
Duties Performed by the Manager and Sub-Advisors ..........................   19
Managers' Comments ........................................................   20
Determination of Net Asset Value of Fund Shares ...........................   26
Performance Calculation ...................................................   26
Income Dividends, Distributions and Tax Status ............................   27
Eligible Purchasers and Purchase of Shares ................................   28
Shareholder Rights ........................................................   29
Redemption of Shares ......................................................   29
Additional Information ....................................................   30
    

     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. 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.

SUMMARY

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

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment companies.

Who may purchase shares of the Funds?

     Shares of the Funds are  available  only to Eligible  Purchasers  which are
limited to: (a) separate  accounts of Principal Mutual Life Insurance Company or
of other insurance companies; (b) Principal Mutual Life Insurance Company or any
subsidiary or affiliate thereof; (c) trustees or other managers of any qualified
profit  sharing,  incentive or bonus plan  established by Principal  Mutual Life
Insurance  Company or any  subsidiary or affiliate  thereof for the employees of
such  company,  subsidiary  or  affiliate.  The Board of  Directors of each Fund
reserves the right to broaden or limit the designation of Eligible Purchasers.

What do the Funds offer investors?

     Professional Investment Management: Experienced securities analysts provide
 each Fund with professional investment management.

     Diversification: Each Fund will diversify by investing in securities issued
by a number of issuers doing business in a variety of industries  and/or located
in different geographical regions. Diversification reduces investment risk.

     Economies of Scale: Pooling individual shareholder's investments in any of 
the Funds creates administrative efficiencies.

     Redeemability:  Upon  request  each Fund will redeem its shares and  
promptly  pay the investor the current net asset value of the shares redeemed. 
See "Redemption of Shares."

What are the Funds' investment objectives?

                             Growth-Oriented Funds

     The  investment   objective  of  Principal  Aggressive  Growth  Fund,  Inc.
(sometimes  referred to as the Aggressive  Growth Fund) is to provide  long-term
capital appreciation by investing primarily in growth-oriented  common stocks of
medium and large  capitalization  U.S.  corporations  and, to a limited  extent,
foreign corporations.

     The  investment   objective  of  Principal  Asset   Allocation  Fund,  Inc.
(sometimes  referred  to as the Asset  Allocation  Fund) is to  generate a total
investment return consistent with the preservation of capital.  The Fund intends
to pursue a flexible  investment  policy in seeking to achieve  this  investment
objective.

     The  investment  objective  of Principal  Balanced  Fund,  Inc.  (sometimes
referred  to as the  Balanced  Fund)  is to seek  to  generate  a  total  return
consisting of current income and capital  appreciation while assuming reasonable
risks in furtherance of this objective.

     The primary  investment  objective of Principal Capital  Accumulation Fund,
Inc.  (sometimes  referred to as the  Capital  Accumulation  Fund) is  long-term
capital  appreciation  and its  secondary  investment  objective  is  growth  of
investment income.  The Fund seeks to achieve its investment  objectives through
the  purchase  primarily  of  common  stocks,  but the Fund may  invest in other
securities.

     The investment objective of Principal Emerging Growth Fund, Inc. (sometimes
referred to as the Emerging Growth Fund) is to achieve  capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.

     The investment objective of Principal Growth Fund, Inc. (sometimes referred
to as the Growth  Fund) is 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.

     The investment  objective of Principal World Fund, Inc. (sometimes referred
to as the World Fund) is to seek  long-term  growth of capital by investing in a
portfolio of equity securities domiciled in any of the nations of the world.

                             Income-Oriented Funds

     The investment  objective of Principal Bond Fund, Inc.  (sometimes referred
to as the Bond Fund) is to  provide  as high a level of income as is  consistent
with preservation of capital and prudent investment risk.

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

                               Money Market Fund

     The investment  objective of Principal Money Market Fund,  Inc.  (sometimes
referred  to as the  Money  Market  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 all of its
assets in a portfolio of 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."

Who serves as Manager for the Funds?

   
     Princor  Management  Corporation,   a  corporation  organized  in  1969  by
Principal Mutual Life Insurance  Company,  is the Manager for each of the Funds.
It is also the dividend  disbursing and transfer agent for the Principal  Funds.
In order to provide  investment  advisory  service for certain funds the Manager
has executed  sub-advisory  agreements  with Invista  Capital  Management,  Inc.
(Balanced Fund,  Growth Fund and World Fund) and Morgan Stanley Asset Management
Inc. (Aggressive Growth Fund and Asset Allocation Fund).  Subsequent  references
to these corporations may be as "Invista", "MSAM" or "Sub-Advisor". See "Manager
and  Sub-Advisors."  What fees and expenses  apply to ownership of shares of the
Funds?
    

     The following  table  depicts fees and expenses  applicable to the purchase
and ownership of shares of each of the Funds.

   
                                              ANNUAL FUND OPERATING EXPENSES
                                        (As a Percentage of Average Net Assets)
                                        Management    Other     Total Operating
                      Fund                Fee        Expenses      Expenses
Aggressive Growth Fund .................   .80        .23*          1.03*
Asset Allocation Fund ..................   .80        .15*           .95*
Balanced Fund ..........................   .60        .09            .69
Bond Fund ..............................   .50        .08            .58
Capital Accumulation Fund ..............   .49        .02            .51
Emerging Growth Fund ...................   .65        .09            .74
Government Securities Fund .............   .50        .06            .56
Growth Fund ............................   .50        .25*           .75*
Money Market Fund ......................   .50        .10            .60
World Fund .............................   .75        .49*          1.24*
    

*Based on estimated amounts for the current fiscal year.

                                    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:
                                                 Period (in years)
         Fund                      1            3            5           10
Aggressive Growth Fund           $11           $33
Asset Allocation Fund            $10           $30
Balanced Fund                     $7           $22          $38            $86
Bond Fund                         $6           $19          $32            $73
Capital Accumulation Fund         $5           $16          $29            $64
Emerging Growth Fund              $8           $24          $41            $92
Government Securities Fund        $6           $18          $31            $70
Growth Fund                       $8           $24
Money Market Fund                 $6           $19          $33            $75
World Fund                       $13           $39
    

This  Example  is based on the  Annual  Fund  Operating  expenses  for each Fund
described  above.  Please  remember that the Example  should not be considered a
representation  of past or  future  expenses  and that  actual  expenses  may be
greater or less than shown.

The purpose of the above table is to assist the  investor in  understanding  the
various expenses that an investor in the Funds will bear directly or indirectly.
See "Duties Performed by the Manager and Sub-Advisors." FINANCIAL HIGHLIGHTS

     The following financial highlights for the periods ended  December 31, 1994
and prior thereto are derived from financial  statements which have been audited
by Ernst & Young LLP, independent  auditors.  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.


<PAGE>


   
                      Income from Investment Options      Less Distributions    
                      ------------------------------ ---------------------------
                              Net Realized           Dividends            
                                  and       Total      from     Distri-         
             Net Asset  Net    Unrealized    from       Net     bution          
             Value at  Invest-    Gain      Invest-   Invest-    from     Total 
             Beginning  ment   (Loss) on     ment      ment     Capital  Distri-
             of Period Income Investments Operations  Income     Gains   butions
             --------- ------ ----------- ----------  ------     -----   -------
Principal 
Aggressive
Growth
Fund, Inc.
Period Ended
 December 31, 
   1994(c)    $  9.92  $  .05   $  .24     $  .29    $(.05)     $(.05)    $(.10)

Principal 
Asset
Allocation 
Fund, Inc.
Period Ended
 December 31, 
   1994(c)       9.98     .23     (.18)       .05     (.23)      (.01)     (.24)

Principal 
Balanced 
Fund, Inc.(f)
Year Ended 
 December 31,
   1994         12.77     .37    (.64)       (.27)    (.37)      (.18)     (.55)
   1993         12.58     .42     .95        1.37     (.42)      (.76)    (1.18)
Six Months 
Ended
 December 31, 
   1992(e)      12.93     .23     .75         .98     (.47)      (.86)    (1.33)
Year Ended 
 June 30,
   1992         11.33     .47    1.61        2.08     (.48)        -       (.48)
   1991         10.79     .54     .59        1.13     (.57)      (.02)     (.59)
   1990         11.89     .60    (.48)        .12     (.63)      (.59)    (1.22)
   1989         11.75     .62     .30         .92     (.55)      (.23)     (.78)
Period Ended 
 June 30, 
   1988(d)      10.00     .27    1.51        1.78     (.03)        -       (.03)

Principal 
Bond Fund, Inc.
Year Ended 
 December 31,
   1994         11.16     .72   (1.04)       (.32)    (.72)        -       (.72)
   1993         10.77     .88     .38        1.26     (.87)        -       (.87)
Six Months 
Ended
 December 31, 
   1992(e)      11.08     .45     .13         .58     (.89)        -       (.89)
Year Ended 
 June 30,
   1992         10.64     .91     .46        1.37     (.93)        -       (.93)
   1991         10.72     .94    (.06)        .88     (.96)        -       (.96)
   1990         10.92     .95    (.21)        .74     (.94)        -       (.94)
   1989         10.68    1.15     .17        1.32     (.96)      (.12)    (1.08)
Period Ended 
 June 30,
   1988(d)      10.00     .32     .40         .72     (.04)        -       (.04)

Principal 
Capital
Accumulation 
Fund, Inc.
Year Ended 
 December 31,
   1994         24.61     .62    (.49)        .13     (.61)      (.69)    (1.30)
   1993         25.19     .61    1.32        1.93     (.60)     (1.91)    (2.51)
Six Months 
Ended
 December 31, 
   1992(e)      26.03     .31    1.84        2.15     (.64)     (2.35)    (2.99)
Year Ended 
 June 30,
   1992         23.35     .65    2.70        3.35     (.67)        -       (.67)
   1991         22.48     .74    1.22        1.96     (.79)      (.30)    (1.09)
   1990         23.63     .79     .14         .93     (.81)     (1.27)    (2.08)
   1989         23.23     .77    1.32        2.09     (.68)     (1.01)    (1.69)
   1988         27.51     .60   (1.50)       (.90)    (.69)     (2.69)    (3.38)
   1987         25.48     .40    4.46        4.86     (.50)     (2.33)    (2.83)
   1986         21.93     .51    6.65        7.16     (.66)     (2.95)    (3.61)
   1985         20.50     .67    3.73        4.40     (.59)     (2.38)    (2.97)
    


<PAGE>
   
                                            Ratios/Supplemental Data
                                ------------------------------------------------
                                                           Ratio of
                                Net Assets                    Net
             Net Asset            at End     Ratio of     Investment
             Value at           of Period    Expenses      Income to   Portfolio
                End      Total    (in       to Average      Average     Turnover
             of Period  Return  thousands)  Net Assets    Net Assets      Rate
             ---------  ------  ----------  ----------    -----------  ---------
Principal 
Aggressive
Growth
Fund, Inc.
Period Ended
 December 31, 
   1994(c)    $10.11   2.59%(b) $  13,770    1.03%(a)      1.06%(a)    105.6%(a)

Principal 
Asset
Allocation 
Fund, Inc.
Period Ended
 December 31, 
   1994(c)      9.79    .52%(b)    28,041    .95%(a)      4.27%(a)      60.7%(a)

Principal 
Balanced 
Fund, Inc.(f)
Year Ended 
 December 31,
   1994        11.95  (2.09)%      25,043    .69%         3.42%         31.5%
   1993        12.77  11.06%       21,399    .69%         3.30%         15.8%
Six Months 
Ended
 December 31, 
   1992(e)     12.58   8.00%(b)    18,842   .73%(a)       3.71%(a)      38.4%(a)
Year Ended 
 June 30,
   1992        12.93  18.78%       17,344   .72%          3.80%         26.6%
   1991        11.33  11.36%       14,555   .73%          5.27%         27.1%
   1990        10.79    .87%       13,016   .74%          5.52%         33.1%
   1989        11.89   8.55%       12,751   .74%          5.55%         29.3%
Period Ended 
 June 30, 
   1988(d)     11.75  17.70%(b)    11,469   .80%(a)       4.96%(a)      41.7%(a)

Principal 
Bond Fund, Inc.
Year Ended 
 December 31,
   1994        10.12  (2.90)%      17,108   .58%          7.86%         18.2%
   1993        11.16  11.67%       14,387   .59%          7.57%         14.0%
Six Months 
Ended
 December 31, 
   1992(e)     10.77   5.33%(b)    12,790   .62%(a)       8.10%(a)       6.7%(a)
Year Ended 
 June 30,
   1992        11.08  13.57%       12,024   .62%          8.47%          6.1%
   1991        10.64   8.94%       10,552   .63%          9.17%          2.7%
   1990        10.72   7.15%        9,658   .64%          9.09%          0.0%
   1989        10.92  13.51%        9,007   .64%          9.18%         12.2%
Period Ended 
 June 30,
   1988(d)     10.68   6.06%(b)    17,598   .58%(a)       8.11%(a)      68.8%(a)

Principal 
Capital
Accumulation 
Fund, Inc.
Year Ended 
 December 31,
   1994        23.44    .49%      120,572   .51%          2.36%         44.5%
   1993        24.61   7.79%      128,515   .51%          2.49%         25.8%
Six Months 
Ended
 December 31, 
   1992(e)     25.19   8.81%(b)   105,355   .55%(a)       2.56%(a)      39.7%(a)
Year Ended 
 June 30,
   1992        26.03  14.53%       94,596   .54%          2.65%         34.8%
   1991        23.35   9.46%       76,537   .53%          3.53%         14.0%
   1990        22.48   3.94%       74,008   .56%          3.56%         30.2%
   1989        23.63  10.02%       68,132   .57%          3.53%         23.5%
   1988        23.23  (2.67)%      62,696   .60%          2.76%         26.7%
   1987        27.51  22.17%       57,478   .63%          1.99%         16.1%
   1986        25.48  38.37%       35,960   .60%          2.63%         37.8%
   1985        21.93  25.95%       22,898   .59%          3.33%         42.9%
    
<PAGE>

   
(a) Computed on an annualized basis.
(b) Total return amounts have not been annualized.
(c) Period  from June 1, 1994,  date  shares  first  offered to public,  through
    December 31, 1994. Net  investment  income,  aggregating  $.01 per share for
    Principal  Aggressive  Growth Fund,  Inc.  and $.01 per share for  Principal
    Asset  Allocation  Fund,  Inc.  for the period from the initial  purchase of
    shares on May 23, 1994 through May 31, 1994, was  recognized,  none of which
    was  distributed to the sole  stockholder,  Principal  Mutual Life Insurance
    Company, during the period. Additionally,  Principal Aggressive Growth Fund,
    Inc. and Principal Asset Allocation Fund, Inc. incurred unrealized losses on
    investments of $.09 and $.03 per share,  respectively,  per share during the
    initial interim period.  This  represented  activities of each fund prior to
    the initial public offering of fund shares.
(d) Period  from  December  18,  1987,  date  shares  first  offered to eligible
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.01
    per share for the period from the initial purchase of shares on December 10,
    1987 through December 17, 1987 was recognized,  all of which was distributed
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.
    This  represented  activity  of the fund prior to the  initial  offering  of
    shares to eligible purchasers.
(e) Effective July 1, 1992, the fund changed its fiscal year end from June 30 to
    December 31.
(f) Effective May 1, 1994, the name of Principal Managed Fund, Inc. was changed 
    to Principal Balanced Fund, Inc.
    

<PAGE>

   
                      Income from Investment Options      Less Distributions    
                      ------------------------------ ---------------------------
                              Net Realized           Dividends                  
                                  and       Total      from     Distri-        
             Net Asset  Net    Unrealized    from       Net     bution          
             Value at  Invest-    Gain      Invest-   Invest-    from     Total 
             Beginning  ment   (Loss) on     ment      ment     Capital  Distri-
             of Period Income Investments Operations  Income     Gains   butions
             --------- ------ ----------- ----------  ------     -----   -------
Principal 
Emerging 
Growth
Fund, Inc.(f)
Year Ended 
 December 31,
   1994       $20.79    $.14     $ .03       $ .17     $(.14)  $ (.85)   $ (.99)
   1993        18.91     .17      3.47        3.64      (.17)   (1.59)    (1.76)
Six Months 
Ended
 December 31, 
   1992(g)     15.97     .10      3.09        3.19      (.21)    (.04)     (.25)
Year Ended 
 June 30,
   1992        13.93     .21      2.04        2.25      (.21)      -       (.21)
   1991        14.25     .20       .50         .70      (.23)    (.79)    (1.02)
   1990        13.35     .24       .87        1.11      (.20)    (.01)     (.21)
   1989        12.85     .16      1.35        1.51      (.11)    (.90)    (1.01)
Period Ended 
 June 30, 
   1988(c)     10.00     .05      2.83        2.88      (.03)      -       (.03)

Principal 
Government
Securities 
Fund, Inc.
Year Ended 
 December 31,
   1994        10.61     .76     (1.24)       (.48)     (.75)      -       (.75)
   1993        10.28     .71       .33        1.04      (.71)      -       (.71)
Six Months 
Ended
 December 31, 
   1992(g)     10.93     .40       .04         .44      (.78)    (.31)    (1.09)
Year Ended 
 June 30,
   1992        10.24     .80       .71        1.51      (.81)    (.01)     (.82)
   1991        10.05     .80       .24        1.04      (.81)    (.04)     (.85)
   1990        10.05     .78        -          .78      (.78)      -       (.78)
   1989         9.37     .80       .34        1.14      (.46)      -       (.46)
   1988         9.47     .78      (.09)        .69      (.79)      -       (.79)
Period Ended 
 June 30, 
   1987(d)     10.00     .18      (.59)       (.41)     (.12)      -       (.12)

Principal 
Growth 
Fund, Inc.
Period Ended
 December 31, 
   1994(e)      9.60     .07       .51        .58       (.08)       -      (.08)

Principal 
Money Market
Fund, Inc.
Year Ended 
 December 31,
   1994         1.000    .037       -         .037      (.037)      -     (.037)
   1993         1.000    .027       -         .027      (.027)      -     (.027)
Six Months 
Ended
 December 31, 
   1992(g)      1.000    .016       -         .016      (.016)      -     (.016)
Year Ended 
 June 30,
   1992         1.000    .046       -         .046      (.046)      -     (.046)
   1991         1.000    .070       -         .070      (.070)      -     (.070)
   1990         1.000    .077       -         .077      (.077)      -     (.077)
   1989         1.000    .083       -         .083      (.083)      -     (.083)
   1988         1.000    .064       -         .064      (.064)      -     (.064)
   1987         1.000    .057       -         .057      (.057)      -     (.057)
   1986         1.000    .070       -         .070      (.070)      -     (.070)
   1985         1.000    .089       -         .089      (.089)      -     (.089)

Principal 
World 
Fund, Inc.
Period Ended
 December 31, 
   1994(e)      9.94     .03      (.33)      (.30)      (.07)     (.01)    (.08)
    
<PAGE>

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

Principal 
Emerging 
Growth
Fund, Inc.(f)
Year Ended 
 December 31,
   1994       $19.97     .78%    $23,912      .74%         1.15%        12.0%
   1993        20.79   19.28%     12,188      .78%          .89%        22.4%
Six Months 
Ended
 December 31, 
   1992(g)     18.91   20.12%(b)   9,693      .81%(a)      1.24%(a)      8.6%(a)
Year Ended 
 June 30,
   1992        15.97   16.19%      7,829      .82%         1.33%        10.1%
   1991        13.93    5.72%      6,579      .89%         1.70%        11.1%
   1990        14.25    8.32%      6,067      .88%         1.74%        17.9%
   1989        13.35   13.08%      5,509      .90%         1.31%        21.4%
Period Ended 
 June 30, 
   1988(c)     12.85   28.72%(b)   4,857      .94%(a)       .64%(a)      4.6%(a)

Principal 
Government
Securities 
Fund, Inc.
Year Ended 
 December 31,
   1994         9.38   (4.53)%    36,121      .56%         7.05%        23.2%
   1993        10.61   10.07%     36,659      .55%         7.07%        20.4%
Six Months 
Ended
 December 31, 
   1992(g)     10.28    4.10%(b)  31,760      .59%(a)      7.35%(a)     34.5%(a)
Year Ended 
 June 30,
   1992        10.93   15.34%     33,022      .58%         7.84%        38.9%
   1991        10.24   10.94%     26,021      .59%         8.31%         4.2%
   1990        10.05    8.16%     21,488      .61%         8.48%        18.7%
   1989        10.05   12.61%     15,890      .63%         8.68%         3.7%
   1988         9.37    7.69%     12,902      .66%         8.47%         2.7%
Period Ended 
 June 30, 
   1987(d)      9.47    (.94)%(b) 10,778      .64%(a)      8.50%(a)       .2%

Principal 
Growth 
Fund, Inc.
Period Ended
 December 31, 
   1994(e)     10.10   5.42%(b)   13,086      .75%(a)      2.39%(a)       .9%(a)

Principal 
Money Market
Fund, Inc.
Year Ended 
 December 31,
   1994        1.000   3.76%      29,372      .60%         3.81%           N/A
   1993        1.000   2.69%      22,753      .60%         2.64%           N/A
Six Months 
Ended
 December 31, 
   1992(g)     1.000   1.54%(b)   27,680      .59%(a)      3.10%(a)        N/A
Year Ended 
 June 30,
   1992        1.000   4.64%      25,194      .57%         4.54%           N/A
   1991        1.000   7.20%      26,509      .56%         6.94%           N/A
   1990        1.000   8.37%      26,588      .57%         8.05%           N/A
   1989        1.000   8.59%      20,707      .61%         8.40%           N/A
   1988        1.000   6.61%      14,571      .64%         6.39%           N/A
   1987        1.000   5.78%      11,902      .65%         5.68%           N/A  
   1986        1.000   7.35%       8,896      .69%         7.06%           N/A
   1985        1.000   9.19%       7,720      .76%         8.80%           N/A

Principal 
World 
Fund, Inc.
Period Ended
 December 31, 
   1994(e)      9.56  (3.37)%(b)  13,746     1.24%(a)      1.31%(a)     14.4%(a)
    
<PAGE>

   
(a) Computed on an annualized basis.
(b) Total return amounts have not been annualized.
(c) Period  from  December  18,  1987,  date  shares  first  offered to eligible
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.01
    per share for the period from the initial purchase of shares on December 10,
    1987 through December 17, 1987 was recognized,  all of which was distributed
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.
    This  represented  activity  of the fund prior to the  initial  offering  of
    shares to eligible purchasers.
(d) Period from April 9, 1987, date shares first offered to the public,  through
    June 30, 1987. Net  investment  income,  aggregating  $.01 per share for the
    period  from the initial  purchase  of shares on October  31,  1987  through
    December 17, 1987 was recognized, all of which was distributed to the Fund's
    sole stockholder,  Principal Mutual Life Insurance Company. This represented
    activity  of the Fund prior to the  initial  offering  of shares to eligible
    purchasers.
(e) Period  from May 1, 1994,  date  shares  first  offered  to public,  through
    December 31, 1994. Net  investment  income,  aggregating  $.01 per share for
    Principal  Growth Fund,  Inc. and $.04 per share for  Principal  World Fund,
    Inc.  for the period from the  initial  purchase of shares on March 23, 1994
    through April 30, 1994, was recognized, none of which was distributed to the
    sole  stockholder,  Principal  Mutual  Life  Insurance  Company,  during the
    period. Additionally,  Principal Growth Fund, Inc. and Principal World Fund,
    Inc.  incurred  unrealized losses on investments of $.41 and $.10 per share,
    respectively, during the initial interim period. This represented activities
    of each fund prior to the initial public offering of fund shares.
(f) Effective May 1, 1992, the name of Principal Aggressive Growth Fund, Inc. 
    was changed to Principal Emerging Growth Fund, Inc.
(g) Effective July 1, 1992 the fund changed its fiscal year end from June 30 to 
    December 31.
    

<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

GROWTH-ORIENTED FUNDS

     The  Principal  Funds  currently  include  five Funds  which  seek  capital
appreciation  through  investments in equity  securities  (Principal  Aggressive
Growth Fund,  Principal Capital  Accumulation  Fund,  Principal  Emerging Growth
Fund, Principal Growth Fund and Principal World Fund) and two Funds which seek a
total investment  return including both capital  appreciation and income through
investments in equity and debt securities  (Principal  Asset Allocation Fund and
Principal Balanced Fund). These seven Funds are collectively  referred to as the
Growth-Oriented Funds.

     The  Growth-Oriented  Funds may invest in the following equity  securities:
common stocks;  preferred  stocks and debt securities that are convertible  into
common  stock,  that carry  rights or warrants to purchase  common stock or that
carry rights to participate  in earnings;  rights or warrants to subscribe to or
purchase any of the foregoing securities; and American Depositary Receipts based
on any of the foregoing securities. The Aggressive Growth, Capital Accumulation,
Emerging  Growth,  Growth and World Funds will seek to be fully  invested  under
normal conditions in equity  securities.  When, in the opinion of the Manager or
Sub-Advisor,  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. 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.

Principal Aggressive Growth Fund

     The Aggressive Growth Fund's  investment  objective is to provide long-term
capital appreciation by investing primarily in growth-oriented  common stocks of
medium and large  capitalization  U.S.  corporations  and, to a limited  extent,
foreign  corporations.  Common stocks for this purpose include common stocks and
equivalents,  such as securities  convertible  into common stocks and securities
having  common  stock  characteristics,  such as rights and warrants to purchase
common stocks. Under normal circumstances,  the Fund will invest at least 65% of
the value of its total assets in common stocks.

     The Fund employs a flexible and eclectic  investment  process in pursuit of
its investment  objective.  In selecting  stocks for the Fund, the  Sub-Advisor,
MSAM,  concentrates on a universe of rapidly growing, high quality companies and
lower but accelerating earnings growth situations. The Sub-Advisor's universe of
potential investments generally comprises companies with market  capitalizations
of $750 million or more and is not restricted to specific  market  sectors.  The
Sub-Advisor uses its research capabilities, analytical resources and judgment to
assess  economic,  industry and market  trends,  as well as  individual  company
developments,   to  select  promising  growth  investments  for  the  Fund.  The
Sub-Advisor concentrates on companies with strong, communicative managements and
clearly defined strategies for growth. In addition,  the Sub-Advisor  rigorously
assesses  company  developments,   including  changes  in  strategic  direction,
management  focus and current and likely future earnings  results.  Valuation is
important  to the  Sub-Advisor  but is viewed in the  context of  prospects  for
sustainable  earnings growth and the potential for positive  earnings  surprises
vis-a-vis consensus expectations. The Fund is free to invest in any common stock
which in the Sub-Advisor's judgment provides above average potential for capital
appreciation.

     In  selecting   investments  for  the  Fund,  the  Sub-Advisor   emphasizes
individual  security  selection.   The  Fund's  investments  will  generally  be
diversified by industry but  concentrated  sector  positions may result from the
investment process.  The Fund has a long-term investment  perspective;  however,
the  Sub-Advisor  may  take  advantage  of  short-term  opportunities  that  are
consistent with its objective by selling  recently  purchased  securities  which
have increased in value.

     The Fund may invest in common stock and convertible  securities of domestic
and foreign corporations.  However, the Fund does not expect to invest more than
25% of its  total  assets  at the time of  purchase  in  securities  of  foreign
companies.  The Fund may invest in securities of foreign issuers  directly or in
the form of  Depositary  Receipts.  The  Fund may  enter  into  forward  foreign
currency  exchange  contracts  which provide for the purchase or sale of foreign
currencies in connection with the settlement of foreign securities  transactions
or to hedge the underlying currency exposure related to foreign investments. The
Fund will not enter into these commitments for speculative  purposes.  Investors
should  recognize that investing in foreign  companies  involves certain special
considerations  which  are  not  typically  associated  with  investing  in U.S.
companies. See "Foreign Securities" and "Currency Contracts."

     The Fund may invest in convertible  securities of domestic and,  subject to
the  above  restrictions,  foreign  issuers  on  occasions  when,  due to market
conditions,  it is more  advantageous  to purchase such  securities  than common
stock.  Convertible securities entitle the holder to exchange the securities for
a specified  number of shares of common stock,  usually of the same company,  at
specified  prices  within a certain  period of time and to receive  interest  or
dividends  until the holder elects to exercise the conversion  privilege.  Since
the Fund invests in both common stocks and convertible securities,  the risks of
investing  in the  general  equity  markets  may be  tempered to a degree by the
Fund's investments in convertible  securities which are often not as volatile as
equity securities.

Principal Asset Allocation Fund

     The Asset  Allocation  Fund  seeks to  generate a total  investment  return
consistent with  preservation  of capital.  In seeking to achieve its objective,
the Fund intends to pursue a flexible  investment policy by investing  primarily
in the common stock and other securities having common stock  characteristics of
large and small  domestic or foreign  companies  that  appear to be  undervalued
relative  to their  earnings  results or  potential,  or whose  earnings  growth
prospects appear to be more attractive than the economy as a whole, and domestic
or foreign fixed-income securities, including high yield securities when, in the
judgement of the Sub-Advisor, MSAM, it is appropriate to do so.

     The securities in which the Fund invests will be identified as belonging to
an "asset  class."  Asset  classes may  include,  but are not limited to,  small
capitalization  (companies  whose  market  value is less than $1 billion)  value
stocks,  large  capitalization  (companies  with a market  value in excess of $1
billion) value stocks, small capitalization  growth stocks, large capitalization
growth  stocks,  common stocks of foreign  corporations,  domestic  fixed-income
securities,  domestic high yield fixed-income  securities,  foreign fixed-income
securities,  and money market instruments (debt securities  maturing in one year
or less).  "Value"  stocks are generally  defined as companies  with  distinctly
below  average  stock  price to  earnings  ratios and stock  price to book value
ratios,  and higher than average dividend yields.  "Growth" stocks are generally
defined as those companies whose earnings are expected to grow more rapidly than
the economy as a whole.

     The allocation among asset classes is designed to lessen overall investment
risk  through  participation  in a variety  of types of  investments  in several
markets.  Reallocation among asset classes, or the elimination of an asset class
for a period of time, will occur when in the Sub-Advisor's  judgement such shift
offers the  investor  better  prospects  of  achieving  the  overall  investment
objective  of the Fund.  Under  normal  conditions,  abrupt  shifts  among asset
classes  will not occur and it is not the policy of the  Sub-Advisor  to attempt
market timing. The Sub-Advisor does not undertake to maintain a specific portion
of the Fund in any asset class,  but expects that over time the  investment  mix
will be within  the  following  ranges:  25% to 75% in  equities,  20% to 60% in
fixed-income  securities  and 0% to 40% in  money  market  instruments.  Factors
involved with this decision will depend upon the judgement of the Sub-Advisor as
to general  market and economic  conditions,  trends and  investment  yields and
interest rates and changes in fiscal or monetary policies.  The Sub-Advisor will
seek to minimize declines in the net asset value per share; however, there is no
guarantee this goal can be achieved.

     The Fund may invest in all types of common  stocks and other  equities  and
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,  including American Depositary
Receipts  ("ADRs")  and closed  end mutual  funds.  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.  See  "Below-Investment  Grade
Bonds" for a discussion of the risks associated with these securities. Normally,
investments  in below  investment  grade bonds are not expected to exceed 20% of
Fund assets.  Securities purchases may be either U.S. dollar or Non-U.S.  dollar
denominated.

     To achieve its investment  objective,  the Fund may at times  emphasize the
generation  of  interest  income  by  investing  in short,  medium or  long-term
fixed-income securities.  Investment in those securities may also be made with a
view to  realizing  capital  appreciation  when the  Sub-Advisor  believes  that
declining interest rates may increase market values.

     Money  market  instruments  in which the Fund may invest may  include  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,  and non-U.S.  dollar
denominated money market instruments. 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 $1 billion.

     The Fund may invest in U.S. government  securities  including 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  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 Balanced Fund

     The investment  objective of Principal Balanced Fund is to generate a total
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 judgment of the
Sub-Advisor, Invista, 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 Sub-Advisor
will seek to minimize declines in the net asset value per share. However,  there
is no guarantee that the Sub-Advisor 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
Sub-Advisor 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  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.   See  "Below
Investment-Grade  Bonds" for a  discussion  of the risks  associated  with these
securities.  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.  The Fund will not  concentrate  its
investments in any industry.

     In selecting  common  stocks,  the  Sub-Advisor  seeks  companies  which it
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  Sub-Advisor  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 Sub-Advisor 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  short-term  money  market  investments  in which  the Fund may  invest
include the  following:  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 $1 billion.

     The  United  States  government  securities  in which  the Fund may  invest
include 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 Capital Accumulation Fund

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

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

Principal Emerging Growth Fund

     The  objective  of  Principal  Emerging  Growth Fund is to achieve  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 Emerging  Growth Fund may invest,  for any period of
time, in any industry, in any kind of growth-oriented  company,  whether new and
unseasoned or well known and established.

     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  prepared  to  experience   above-average
fluctuations  in net asset value,  to assume  above-average  investment  risk in
search  of  above-average  return,  and to  consider  the  Fund  as a  long-term
investment and not as a vehicle for seeking short-term profits.  Moreover, since
the  Fund  will not be  seeking  current  income,  investors  should  not view a
purchase of Fund shares as a complete investment program.

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
Sub-Advisor,  Invista,  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 World Fund

     The  investment  objective  of  Principal  World Fund is to seek  long-term
growth of capital  through  investment  in a portfolio of equity  securities  of
companies domiciled in any of the nations of the world. In choosing  investments
in equity securities of foreign and United States corporations, the Sub-Advisor,
Invista, 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 "Foreign Securities."

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

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

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

INCOME-ORIENTED FUNDS

     The Principal Funds currently  include two Funds which seek a high level of
income through investments in fixed-income  securities  (Principal Bond Fund and
Principal   Government   Securities  Fund)  collectively   referred  to  as  the
"Income-Oriented  Funds." An investment in either 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. Each Fund's 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 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,  exclusive  of cash  items,  in one or more of the  following  kinds  of
securities:  (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 Standard & Poor's  Corporation  (AAA, AA, A or BBB) or by
Moody's Investors Service,  Inc. (Aaa, Aa, A or Baa) or which, if lower-rated or
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 other fixed income securities,  including domestic and
foreign  corporate debt  securities or preferred  stocks,  in common stocks that
provide  returns  that  compare  favorably  with  the  yields  on  fixed  income
investments, and in 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.  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).  See "Below Investment-Grade Bonds" for a
discussion of the risks associated with these  securities.  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.

     During the year ended  December  31,  1994,  the  percentage  of the Fund's
portfolio  securities  invested in the various  ratings  established  by Moody's
based upon the weighted average ratings of the portfolio, was as follows:

   
            Moody's Rating                           Portfolio Percentage
            --------------                           --------------------
               Aaa                                         0.18%
               Aa                                          1.45%
               A                                          15.84%
               Baa                                        61.37%
               Ba                                         18.23%
               B                                           0.33%

* The above percentages for A, B, and C rated securities include 1.98%, 
.23% and .39% respectively,  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  Standard & Poor's 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  Standard  & Poor's 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 may
for temporary  defense  purposes invest up to 100% of its assets in cash or cash
equivalents.

Principal Government Securities Fund

     The objective of Principal  Government  Securities  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 for daily cash management purposes
or pending selection of particular long-term investments.

     Depending on market conditions,  up to 55% of the assets may be invested in
GNMA  Certificates.  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.

     To the extent deemed appropriate by the Fund's Manager, the Fund intends to
purchase GNMA Certificates directly from Principal Mutual Life Insurance Company
and other  issuers as well as from  securities  dealers.  The Fund will purchase
directly from issuers only if it can obtain a price  advantage by not paying the
commission or mark-up that would be required if the Certificates  were purchased
from a securities dealer.  The Securities and Exchange  Commission has issued an
order under the Investment Company Act of 1940 that permits the Fund to purchase
GNMA Certificates  directly from Principal Mutual Life Insurance Company subject
to certain conditions.

     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   Marketing    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 the 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.  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.

MONEY MARKET FUND

     The  Principal  Funds  also  include  a Fund  which  invests  primarily  in
short-term  securities,  Principal  Money Market Fund.  Securities  in which the
Money Market Fund will invest may not yield as high a level of current income as
securities  of low  quality  and longer  maturities  which  generally  have less
liquidity, greater market risk and more fluctuation.

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

    (1)  A  security  with the  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 at the time of issuance was a long-term  security that has 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.

    The 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 below the 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, below the highest
         rating category for short-term obligations;

    (3)  Securities  which are unrated but are determined by the Fund's board of
         directors to be of  comparable  quality to  securities  rated below the
         highest rating category for short-term debt obligations.  The Fund will
         maintain a  dollar-weighted  average  portfolio  maturity of 90 days or
         less.

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

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

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

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

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

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

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

     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 times when such sales might otherwise not be
desirable.  The Fund's right to borrow to facilitate  redemptions may reduce the
need for  such  sales.  It is the  Fund's  policy  to be as  fully  invested  as
reasonably practical at all times to maximize current income.

     Since portfolio assets will consist of short-term instruments,  replacement
of portfolio securities will occur frequently.  However,  since the 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 the investment objective.

     A  shareholder's  rate of return will vary with the general  interest  rate
levels applicable to the money market instruments in which the Fund invests. The
rate of return and the net asset value will be affected by such other factors as
sales  of  portfolio  securities  prior to  maturity  and the  Fund's  operating
expenses.

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.

Diversification

     Each Fund is subject to the diversification  requirements of Section 817(h)
of the Internal  Revenue Code (the "Code")  which must be met at the end of each
quarter of the year (or within 30 days  thereafter).  Regulations  issued by the
Secretary  of the Treasury  have the effect of requiring  each Fund to invest no
more than 55% of its total assets in securities of any one issuer,  no more than
70% in the securities of any two issuers,  no more than 80% in the securities of
any three  issuers,  and no more than 90% in the securities of any four issuers.
For this purpose, the United States Treasury and each U.S. Government agency and
instrumentality  is considered to be a separate  issuer.  Thus,  the  Government
Securities Fund intends to invest in U.S. Treasury  securities and in securities
issued by at least four U.S.  Government  agencies or  instrumentalities  in the
amounts necessary to meet those diversification  requirements at the end of each
quarter of the year (or within thirty days thereafter).

     In the event any of the Funds do not meet the diversification  requirements
of Section 817(h) of the Code, the contracts  funded by shares of the Funds will
not be treated as annuities or life  insurance  for Federal  income tax purposes
and the owners of the Funds will be subject to  taxation  on their  share of the
dividends and distributions paid by the Funds.

Foreign Securities

     Each of the following  Principal Funds has adopted investment  restrictions
that limit its investments in foreign securities to the indicated  percentage of
its assets:  Asset Allocation and World Funds - 100%;  Aggressive  Growth Fund -
25%; Bond,  Capital  Accumulation - 20%;  Balanced,  Emerging  Growth and Growth
Funds - 10%.  Investment in foreign securities  presents certain risks including
those  resulting from  fluctuations in currency  exchange rates,  revaluation of
currencies,  the  imposition  of foreign  taxes,  future  political and economic
developments  including  war,  expropriations,   nationalization,  the  possible
imposition of currency exchange controls and other foreign  governmental laws or
restrictions, reduced availability of public information concerning issuers, and
the fact that foreign issuers are not generally  subject to uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements  comparable  to those  applicable  to domestic  issuers.  Moreover,
securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers. In addition, transactions in
foreign  securities may be subject to higher costs,  and the time for settlement
of transactions in foreign  securities may be longer than the settlement  period
for domestic issuers.  A Fund's investment in foreign securities may also result
in higher custodial costs and the costs associated with currency conversions.

Currency Contracts

     The Aggressive Growth, Asset Allocation and World Funds may each enter into
forward currency  contracts,  currency futures contracts and options thereon and
options on currencies for hedging and other non-speculative  purposes. A forward
currency contract involves a privately negotiated obligation to purchase or sell
a specific currency at a future date at a price set at the time of the contract.
The Funds will not enter into a  transaction  to hedge  currency  exposure to an
extent greater in effect than the aggregate  market value of the securities held
or to be purchased by the Fund that are  denominated  or generally  quoted in or
currently convertible into the currency. When the Fund enters into a contract to
buy or sell a  foreign  currency,  it  generally  will  hold an  amount  of that
currency,  liquid securities  denominated in that currency or a forward contract
for such securities equal to the Fund's obligation,  or it will segregate liquid
high grade debt obligations equal to the amount of the Fund's  obligations.  The
use of currency  contracts  involves many of the same risks as  transactions  in
futures  contracts and options as well as the risk of government  action through
exchange  controls or otherwise  that would  restrict the ability of the Fund to
deliver or receive currency.

Repurchase Agreements and Securities Loans

     Each of the Funds,  except the Capital  Accumulation  Fund,  may enter into
repurchase   agreements  with,  and  each  of  the  Funds,  except  the  Capital
Accumulation  and Money Market  Funds,  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 Funds'  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 intend 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 10% of its
total assets or (ii) to loan securities in excess of 30% of its total assets.

Forward Commitments

     From time to time,  each of the Funds 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 the 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 Money Market and Government Securities Funds,
may invest in warrants up to 5% of its assets,  of which not more than 2% may be
invested  in  warrants  that are not  listed on the New York or  American  Stock
Exchange.  For the World Fund, the 2% limitation also does not apply to warrants
listed on the Toronto Stock Exchange or the Chicago Board Options Exchange.

Borrowing

     As a matter of  fundamental  policy,  each Fund may  borrow  money only for
temporary  or  emergency  purposes.   The  Balanced  Fund,  Bond  Fund,  Capital
Accumulation  Fund and Money  Market Fund may borrow  only from banks.  Further,
each may borrow only in an amount not  exceeding  5% of its  assets,  except the
Capital  Accumulation  Fund 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 the Money Market Fund which may borrow only in an amount not exceeding
the lesser of (i) 5% of the value of its assets, or (ii) 10% of the value of its
net assets taken at cost at the time the borrowing is made.

Options

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

Below Investment Grade Bonds

     Below  investment-grade  bonds are securities rated Ba1 or lower by Moody's
Investors  Service,  Inc.  ("Moody's")  or BB+ or  lower  by  Standard  & Poor's
Corporation   ("S&P")  or  unrated   securities  which  the  Fund's  Manager  or
Sub-Advisor  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 Funds, except the Asset Allocation Fund, do not intend to invest
in securities rated lower than Ba3 by Moody's or BB by S&P. The Asset Allocation
Fund does not intend to invest in  securities  rated  below Caa by  Moody's  and
below CCC by S&P. The Asset  Allocation  Fund normally will not invest more than
20% of its assets in below  investment grade  securities.  The Bond Fund may not
invest more than 35% of its assets in such  securities.  The Balanced  Fund does
not intend to invest more than 5% of its assets in such securities.

     The rating  services'  descriptions of below  investment  grade  securities
rating categories in which the Funds 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  high  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 "BB" rating may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

     Below investment-grade  securities 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 below  investment-grade
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 Funds and the  ability  of the
issuers of the  securities  held by the Funds to pay principal  and interest.  A
default by an issuer may result in a Fund incurring  additional expenses to seek
recovery of the amounts due it.

     Some  of the  securities  in  which  the  Funds  invest  may  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.

     Congress recently enacted legislation requiring  federally-insured  savings
and  loan  associations  to  divest  themselves  of  investments  in high  yield
securities.  This legislation might increase the supply of securities  available
for purchase in the secondary  market and,  potentially,  lower the value of the
securities held by the Funds.

     The  Statement  of  Additional  Information  includes  further  information
concerning   the  Funds'   investment   policies   and   applicable   investment
restrictions.   Each  Fund's   investment   objective  and  certain   investment
restrictions  designated  as  such  in  this  Prospectus  or  the  Statement  of
Additional  Information are fundamental policies that may not be changed without
shareholder approval.  All other investment policies described in the Prospectus
and the Statement of Additional  Information  for a Fund are not fundamental and
may be  changed  by the  Board  of  Directors  of the Fund  without  shareholder
approval.

MANAGER AND SUB-ADVISORS

   
     The  Manager  for  the  Funds  is  Princor   Management   Corporation  (the
"Manager"),  an  indirectly  wholly-owned  subsidiary  of Principal  Mutual Life
Insurance  Company,  a mutual life insurance company organized in 1879 under the
laws of the State of Iowa. The address of the Manager is The Principal Financial
Group,  Des Moines,  Iowa 50392.  The Manager was organized on January 10, 1969,
and since that time has managed  various  mutual  funds  sponsored  by Principal
Mutual Life  Insurance  Company.  As of December 31, 1994, the Manager served as
investment  advisor for 25 such funds with assets  totaling  approximately  $2.0
billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide  investment  advisory  services for the Balanced Fund, Growth
Fund  and  World  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  December  31, 1994 were
approximately  $11.2 billion.  Invista's  address is 1500 Hub Tower, 699 Walnut,
Des Moines, Iowa 50309.

     The  Manager has also  executed an  agreement  with  Morgan  Stanley  Asset
Management  Inc.  ("MSAM") under which MSAM has agreed to assume the obligations
of the Manager to provide investment advisory services for the Aggressive Growth
Fund and Asset  Allocation Fund. The Manager pays MSAM a fee for such investment
advisory services.  MSAM, with principal offices at 1221 Avenue of the Americas,
New York, NY 10020,  provides a broad range of portfolio  management services to
customers in the United  States and abroad.  At December 31, 1994,  MSAM managed
investments totaling approximately $48.7 billion,  including approximately $35.6
billion  under  active  management  and  $13.1  billion  as Named  Fiduciary  or
Fiduciary Adviser.
    

     The Manager,  Invista, or MSAM 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>                                                           
Aggressive Growth        May, 1994                   Kurt Feuerman (MBA degree, Columbia University; M.A. degree, Syracuse 
                           (Fund's inception)        University). Managing Director, Morgan Stanley Asset Management Inc.
                                                     since 1990. Prior thereto, Managing Director, Drexel Burnham Lambert.

Asset Allocation         May, 1994                   Michael A. Crowe (MBA degree, Western Michigan University). Managing
                           (Fund's inception)        Director, Morgan Stanley Asset Management Inc. and Chief Operating
                                                     Officer, MSAM/Chicago.

Balanced                 April, 1993                 Judith A. Vogel, CFA (BA degree, Central College). Vice President, Invista
                                                     Capital Management, Inc. since 1987.
                         
Bond                     December, 1987              Donald D. Brattebo (BBA degree, Upper Iowa University). Second Vice
                           (Fund's inception)        President, Principal Mutual Life Insurance Company since 1990; Prior
                                                     thereto, Director, Investment Securities. 

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

Emerging Growth          December, 1987              Michael R. Hamilton, (BMBA degree, Bellarmine College). Vice President,
and Growth                 (Fund's inception)        Invista Capital Management, Inc. since 1987.
                           and May, 1994 (Fund's
                           inception), respectively

Government Securities    April, 1987                 Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
Income                     (Fund's inception)        Capital Management Company since 1992. Director - Securities Trading,
                                                     Principal Mutual Life Insurance Company 1992; Prior thereto, Associate
                                                     Director. 

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

DUTIES PERFORMED BY THE MANAGER AND SUB-ADVISORS

     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  The investment  services
and certain  other  services  referred to under the heading  "Cost of  Manager's
Services" in the Statement of Additional  Information are furnished to the Funds
under  the terms of a  Management  Agreement  between  each of the Funds and the
Manager and, for some of the Funds, a Sub-Advisory Agreement between the Manager
and Invista or the Manager and MSAM. The Manager,  Invista, or MSAM, advises the
Funds on investment policies and on the composition of the Funds' portfolios. In
this  connection,  the  Manager,  or  Sub-Advisor,  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  Sub-Advisor,  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 compensation paid by each Fund to the Manager for the fiscal year ended
December 31, 1994 was, on an annual basis, equal to the following  percentage of
average net assets: 
                                                                       Total
                                                      Manager's      Annualized
                      Fund                               Fee           Expenses
                      ----                               ---           --------
Aggressive Growth Fund ........................          .80%            1.03%
Asset Allocation Fund .........................          .80%             .95%
Balanced Fund .................................          .60%             .69%
Bond Fund .....................................          .50%             .58%
Capital Accumulation Fund .....................          .49%             .51%
Emerging Growth Fund ..........................          .65%             .74%
Government Securities Fund ....................          .50%             .56%
Growth Fund ...................................          .50%             .75%
Money Market Fund .............................          .50%             .60%
World Fund ....................................          .75%            1.24%
    
   
    

     The compensation being paid by the Aggressive Growth Fund, Asset Allocation
Fund and World Fund for investment  management services is higher than that paid
by most funds to their advisor,  but it is not higher than the fees paid by many
funds with similar investment objectives and policies.

     The Manager and Sub-Advisors 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 the
Manager,  Principal  Mutual Life  Insurance  Company  and each Fund,  except the
Aggressive Growth Fund and Asset Allocation Fund, 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. The Investment Service Agreements
for the Capital  Accumulation,  Emerging Growth and Government  Securities Funds
also  include  as a  party  Invista  Capital  Management,  Inc.,  an  indirectly
wholly-owned  subsidiary of Principal  Mutual Life Insurance  Company,  and also
provide that the  subsidiaries of Principal  Mutual Life Insurance  Company will
furnish the same items and be reimbursed by the Manager for their costs incurred
in this regard.

     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage  commissions to, Principal  Financial
Securities,  Inc., a  broker-dealer  that is an affiliate of the Distributor and
Manager  for each of the  Funds.  The Fund may  also  execute  transactions  for
portfolio securities through Morgan Stanley & Co. Incorporated,  an affiliate of
Morgan Stanley Asset Management Inc.

     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.

MANAGERS' COMMENTS

   
     Princor  Management   Corporation,   Invista  and  MSAM  are  staffed  with
investment  professionals  who manage each  individual  fund.  Comments by these
individuals  in the following  paragraphs  summarize in capsule form the general
strategy  and recent  results of each fund  during the year ended  December  31,
1994.The  accompanying  charts display results for the past 10 years or the life
of the fund, whichever is shorter.  Average Annual Total Return figures provided
for each fund in the graphs  below  reflect all  expenses of the fund and assume
all  distributions are reinvested at net asset value. The figures do not reflect
expenses of the variable life insurance  contracts or variable annuity contracts
that  purchase  fund  shares;  performance  figures  for  the  divisions  of the
contracts  would be lower  than  performance  figures  for the  funds due to the
additional  contract  expenses.  Past  performance  is not  predictive of future
performance.  Returns and net asset value  fluctuate.  Shares are  redeemable at
current net asset value, which may be more or less than original cost.
    

     The various indicates included in the following graphs are unmanaged and do
not  reflect  any  commissions  or fees which  would be  incurred by an investor
purchasing the securities included in the index.

Growth-Oriented Funds

   
Principal Aggressive Growth Fund
(Kurt Feuerman)

Since the SEC  effective  date of June 1, 1994,  the  Principal  Aggressive
Growth  Fund  has  returned  2.6%  versus  2.3% for the S&P 500 and 0.6% for the
Lipper Growth Fund average.

1994 was a difficult  year for  investors,  in part due to the dramatic shift in
sectors  favored  by  investors  over the  course  of the year.  Cyclicals,  for
instance,  were strong in the first quarter, then weak for the rest of the year.
Consumer  staples  were weak early in the year then  strong in the second  half.
Technology  stocks  plummeted in the first half, then soared in the second.  Our
response to the difficult market environment was to hold a little more cash than
usual (about 11% at year end) and to try to take advantage of market volatility.
For example,  we took advantage of the carnage in the technology area and bought
a basket of tech stocks in July and August. This paid off handsomely.

Our  defense/aerospace  exposure was large  throughout 1994, and this was one of
our biggest  successes.  We  continue to  overweight  this  sector,  as industry
downsizing and  restructuring are leading to significant EPS growth and positive
shareholder actions. Some of our consumer non-durables bets also paid off during
1994. We also did well with HMOs (Humana  returned 15%) and selected higher beta
growth names.  But it was a humbling year in many respects as well.  Our biggest
mistakes were to hold too much in the financial and consumer cyclical sectors.

Looking to 1995,  we are neutral but  hopeful.  The big positive is that we have
now had nearly 18 months of the broad stock indices moving  sideways,  enhancing
the  valuation  of  the  market.  There  is no  complacency  in  the  investment
community,  and corporate  stock buybacks and insider buying  activity are other
positive signals. Areas of emphasis continue to be financials,  cyclical growth,
consumer non-durables, defense and selected high growth/high beta issues.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Aggressive Growth
Fund, S&P 500, and Lipper Growth Fund Average
 

                            Aggressive 
                               Growth              Lipper
                                Total  S&P 500      Growth
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1994    10,259   10,230   10,055

   Total Returns *          
As of December 31, 1994           
Since Inception 6/1/94     5 Year   10 Year
       2.59%                 --        --  

Principal Asset Allocation Fund
(Michael A. Crowe)

1994 was a difficult year for investors in financial  assets  worldwide;  global
equity  and bond  markets  retreated  and  neither  geographic  nor asset  class
diversification  protected  investors  from  negative  returns.  Of the 21 asset
categories we monitor,  only  commodities and Japanese  stocks had  double-digit
returns.  Eight asset classes  posted  losses  including  domestic  (U.S.) fixed
income which endured one of the worst years on record after the Federal  Reserve
raised interest rates six times. In sum, there were few places to hide.

Within this  environment,  we maintained our diversified  investment  policy. At
year end 1994, the target  weightings for the portfolio were 40% U.S.  equities,
20%  international  equities and 40% fixed  income.  This policy served us well.
Since the SEC effective date of June 1, 1994, the Fund has returned 0.52% versus
a half-point decline for the Lipper Flexible Portfolio Fund average.

The Fund benefited from overweighted (greater than 50% of equity) commitments to
large  cap  growth  and small  cap  stocks.  Beginning  in July,  growth  stocks
experienced a significant  rally based on perceptions  of a slowing  economy and
attractive  valuations.  While this occurred,  value stocks languished.  In both
value and growth sectors,  the small-cap names were relatively stronger than the
large cap group and performed well through year end.

In anticipation  of a Fed rate hike and the  continuation of the global economic
expansion,  we redeployed cash to U.S. fixed income and  international  equities
early in the fourth  quarter.  Within the  international  sector,  we raised the
emerging markets exposure to almost 20%.  Unfortunately,  our implementation was
early given the surprise  devaluation  of the peso.  We view this as a temporary
disruption  and,  over the  longer  term,  remain  bullish  on  emerging  market
equities.  The move to increase  fixed income was more  timely.  Our outlook for
U.S.  Treasuries  grew more  bullish  as rates  increased  and the  yield  curve
flattened.  Accordingly,  we  lengthened  our  duration  which  proved  to  be a
favorable decision.

For 1995,  we are  cautiously  optimistic.  We start the year with a diversified
portfolio structure and a flexible, opportunistic mind-set.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Asset Allocation
Fund, S&P 500, and Lipper Flexible Portfolio Fund Average
 

                               Asset
                             Allocation             Lipper
                                Total  S&P 500    Flexible Portfolio
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1994    10,052   10,230   10,008

   Total Returns *          
As of December 31, 1994           
Since Inception 6/1/94     5 Year   10 Year
       0.52%                 --        --  

    
Principal Balanced Fund
(Judith A. Vogel)

   
This  portfolio  is  designed  to hold a  combination  of both stocks and bonds,
generally a 60/40 split,  and, as a result, is influenced by forces which impact
on each of these  asset  classes.  The  bond  side of the  portfolio,  primarily
influenced by action on the part of the Federal  Reserve to hold down  inflation
by increasing  short-term interest rates,  contributed  virtually nothing to the
net total  return of the  portfolio  this past  fiscal  year.  Income from these
holdings was largely offset by reduced prices caused by the general  increase in
interest  rates.  The common stock  holdings in the portfolio  fared much better
through the positive impact of economic growth on corporate earnings. Investment
results  for the total  portfolio  were  somewhat  below the S&P 500  Index.  No
independent market index is available as a good comparison to a portfolio with a
blend of stock and bond  holdings.  However,  the Lipper  Balanced  Fund average
provides a good reference. As is shown, we slightly outperformed that average in
1994.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Balanced Fund,
S&P 500 Index and Lipper Balanced Fund Average
 

                                        
                              Balanced             Lipper
                                Total   S&P 500   Balanced
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1988    11,637   11,662   11,229
                       1989    12,982   15,357   13,429
                       1990    12,147   14,877   13,355
                       1991    16,321   19,412   16,930
                       1992    18,410   20,893   18,122
                       1993    20,447   22,995   20,066
                       1994    20,019   23,297   19,561
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
- -2.09%            9.05%           10.37%  

    

Principal Capital Accumulation Fund
(David L. White)

   
Our strategy  with this  portfolio is to hold common  stocks of a wide number of
established  companies and to vary the emphasis among various types of companies
based on our view of the economy and the value of  companies  based on estimates
of  future  free  cash  flows.  While  it is  impossible  to  ignore  short-term
influences,  we tend  to take  the  longer  view.  Our  approach  might  also be
described as "top down".  We look at the big picture,  then move to  industries,
geography,  markets,  etc., and from there to selection of specific investments.
As  we  have  moved  through  the  current  economic  recovery,  we  have  had a
significant  portion of the  portfolio in stocks of  companies  sensitive to the
economy.  We have continued to sort through these holdings and have been keeping
those  with good  exposure  to  foreign  markets,  and  de-emphasizing  domestic
companies to capture the oncoming recovery we expect in Europe and elsewhere. We
are also  increasing our exposure to companies which we feel have good prospects
for future growth.  This overall  strategy  placed us slightly below the S&P 500
Index and slightly  above Lipper's  Growth and Income Funds in  performance  for
this fiscal year.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Capital Accumulation
Fund, S&P 500 and Lipper Growth & Income Fund Average
 

                              Capital
                          Accumulation S&P 500     Lipper
                                Total    Stock  Growth & Income
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1985    12,750   13,175   12,796
                       1986    14,814   15,636   14,880
                       1987    15,773   16,457   15,154
                       1988    18,048   19,192   17,580
                       1989    20,969   25,271   21,719
                       1990    18,901   24,485   20,752
                       1991    26,210   31,947   26,787
                       1992    28,705   34,382   29,193
                       1993    30,942   37,844   32,564
                       1994    31,094   38,339   32,258
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           10 Year          
 0.49%           8.20%            12.01%  

    

Principal Emerging Growth Fund
(Michael R. Hamilton)

   
The stock market did not show much positive  activity until the third quarter of
the  fiscal  year,  at which  time a fairly  significant  comeback  took  place.
However,  most if not all of these  gains were  reversed  by a  downturn  in the
fourth quarter.  We have a sizeable  portion of our portfolio in the healthcare,
technology  and  industrial   cyclical  areas.  These  have  done  well  from  a
performance standpoint this year and on an overall basis helped us move ahead of
the Lipper Mid Cap Average.  However,  we lagged  slightly the S&P 500 index for
the period ended December 31. During the year the Lipper  organization  came out
with their Mid Cap (middle  capitalization sized companies) Average and funds of
this type are  categorized  within that universe.  As a result,  although we are
showing the Lipper  Capital  Appreciation  Average  again this year,  we will be
discontinuing  its  use  as a  comparative  index  because  this  Fund  is  more
comparable  to the mid cap  universe.  Our focus  continues to be on  individual
companies  with  sustainable   growth  which  can  be  purchased  at  reasonable
valuations.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Emerging Growth Fund,
S&P 500 Index, Lipper Mid Cap Fund Average and Lipper Capital Appreciation Fund 
Average


                              Emerging          
                               Growth             Lipper       Lipper
                                Total   S&P 500   Mid Cap      Capital Apprec.
                               Return    Index    Fund Average Fund Average
     Beginning Value           10,000   10,000   10,000         10,000
Year Ended December 31,
                       1988    12,369   11,662   11,476         11,371
                       1989    15,070   15,357   14,586         14,412
                       1990    13,186   14,877   14,067         13,296
                       1991    20,240   19,412   21,275         18,710
                       1992    23,264   20,893   23,213         20,288
                       1993    27,750   22,995   26,625         23,363
                       1994    27,967   23,297   26,079         22,574
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
 0.78%            9.05%           10.37%  

    

Principal Growth Fund
(Michael R. Hamilton)

   
This  fund  started  in the  Spring of 1994 and as a result  has an  abbreviated
period of  experience.  Even though for most of our fiscal year the stock market
operated  in a fairly  narrow  range  with  some  upside  activity  in the third
quarter,  the last quarter saw a downturn.  According  to the S&P 500 index,  we
tended to be ahead of the market  for most of the year and closed  well ahead of
both the S&P 500 and the Lipper Growth Fund index.  Much of our performance came
from several concentrations in the portfolio (healthcare,  technology,  consumer
durables,  industrial  cyclicals)  that did well in the market this year.  Going
forward,  we will continue to emphasize  U.S.  companies we believe will benefit
from productivity of plan, equipment and labor. Many of these will be positioned
to  react  favorably  not  only to  continued  U.S.  economic  expansion  but to
recovering economics abroad, as well. 

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Growth Fund,
S&P 500, and Lipper Growth Fund Average
 

                               Growth              Lipper
                                Total  S&P 500      Growth
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1994    10,542   10,395   10,090

   Total Returns *          
As of December 31, 1994           
Since Inception 5/1/94     5 Year   10 Year
       5.42%                 --        --  

Principal World Fund (Scott D. Opsal)


This  fund  started  in the  Spring of 1994 and as a result  has an  abbreviated
period of experience.  Foreign  equities  markets  throughout most of the fiscal
year have been flat to negative, with some gains in the past several months. Our
performance  has  paralleled  those  funds which have not  concentrated  a major
portion of their portfolios in Japanese  issues.  We avoided that market for the
most part (we have less than 1% of the portfolio in Japan)  because we feel, and
have  for some  time,  that the  Japanese  market  is  clearly  overvalued.  Our
philosophy is that over time,  undervalued  assets should outperform  overvalued
assets.  As a result of our  Japanese  underweighting,  those  mutual  funds and
market indexes that have a much heavier  weighting in Japan,  such as the Morgan
Stanley  International EAFE index, will show more positive comparable results. A
factor which added positive  performance to our portfolio is the weakness of the
U.S.  dollar.  This  results  in  a  positive  foreign  exchange  effect  for  a
U.S.-dollar-based  investor.  For the next several months the level of worldwide
interest rates, which have been rising,  will be a major factor in international
equities markets.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the World Fund,
EAFE, and Lipper International Fund Average
 

                               World              Lipper
                                Total    EAFE     International
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1994     9,663    9,991    9,758

   Total Returns *          
As of December 31, 1994           
Since Inception 5/1/94     5 Year   10 Year
       -3.37%                --        --  

    
Important Notes of the Growth-Oriented Funds:

Standard & Poor's 500 Stock Index:  an unmanaged index of 500 widely held common
stocks representing industrial,  financial, utility and transportation companies
listed  on the  New  York  Stock  Exchange,  American  Stock  Exchange  and  the
Over-the-Counter market.

   
Lipper Growth Fund Average: This average consists of funds which normally invest
in companies whose long-term earnings are expected to grow significantly  faster
than the  earnings  of the  stocks  represented  in the  major  unmanaged  stock
indices. The one-year average currently contains 481 funds.

Lipper  Flexible  Portfolio Fund Average:  This average  consists of funds which
allocate their  investments  across various asset  classes,  including  domestic
common stocks, bonds and money market instruments, with a focus on total return.
The one-year average currently contains 107 funds.

Lipper  Balanced  Fund  Average:  this  average  consists of mutual  funds which
attempt to conserve  principal by maintaining at all times a balanced  portfolio
of both stocks and bonds. Typically, the stock/bond ratio ranges around 60%/40%.
The one year average currently contains 153 mutual funds.

Lipper  Growth & Income  Fund  Average:  this  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one year average currently contains 348 funds.

Lipper Mid Cap Fund Average:  This average consists of funds which by prospectus
or portfolio practice,  limit their investments to companies with average market
capitalizations  and/or  revenues  between $800  million and the average  market
capitalization  of the Wilshire  4500 Index (as  captured by the Vanguard  Index
Extended Market Fund). The one-year average currently contains 75 funds.

Lipper Capital Appreciation Fund Average:  this average consists of mutual funds
which attempt to obtain  maximum  capital  appreciation,  frequently by means of
100% or more portfolio turnover, leveraging, purchasing unregistered securities,
purchasing options, etc. These funds may take large cash positions. The one year
average currently contains 141 mutual funds.

Morgan  Stanley  Capital  International  EAFE  (Europe,  Australia and Far East)
Index:  This average  reflects an arithmetic,  market value weighted  average of
performance  of more than 900  listed  securities  which are listed on the stock
exchanges of the following  countries:  Australia,  Austria,  Belgium,  Denmark,
Netherlands,   New   Zealand,   Norway,   Singapore/Malaysia,   Spain,   Sweden,
Switzerland, and the United Kingdom.

Lipper  International Fund Average:  This average consists of funds which invest
in securities  primarily  traded in markets  outside of the United  States.  The
one-year average currently contains 157 funds.
    

Income-Oriented Funds

Principal Bond Fund
(Donald D. Brattebo)

   
As  with  nearly  all  mutual  funds  with   portfolios   holding   fixed-income
investments,  the big news this past fiscal  year has been the  general  rise in
interest rates prompted by the Federal Reserve's actions to increase  short-term
rates.  This  followed  an  extended  period of falling  rates  which  generally
benefited  holders of  fixed-income  investments on a total return basis but was
discomforting  to investors  dependent  upon  interest and dividends for ongoing
living expenses.  Bond values move in the opposite  direction of interest rates,
and it is this  relationship  which caused the net asset value of this fund, and
most other fixed-income funds as well, to be flat to negative for the past year.
The total return of any investment is the absolute change in its value (assuming
the  reinvestment  of  income)  over the  stated  period  of time,  taking  into
consideration  both  changes in market  value and the  generation  of income and
other  distributions.  In 1994 the  downward  push of bond values  exceeded  the
positive  contribution of interest income.  However, a prudent investor normally
looks at the longer view of the investment and  anticipates  fluctuations in the
short run. We are making no change in our  approach to  selecting  bonds for the
Fund's portfolio.  We will continue to focus on diversification,  credit quality
and call  protection  while  selecting  bonds to arrive at an average  portfolio
maturity in the ten- to twelve-year range.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Bond Fund,
Lehman Brothers BAA Corporate Bond Index and Lipper Corporate Debt BBB Rated
Fund Average
                                        Lehman
                                        Brothers
                                Bond    Corporate  Lipper
                                Total   Debt BBB  Corporate Debt BBB Rated
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1988    10,991   11,129   10,900
                       1989    12,514   12,699   12,060
                       1990    13,167   13,595   12,751
                       1991    15,369   16,113   15,020
                       1992    16,810   17,512   16,258
                       1993    18,771   19,665   18,261
                       1994    18,227   18,707   17,447
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
- -2.90%            7.81%            8.91%  

    

Principal Government Securities Fund
(Martin J. Schafer)

   
Our policy is to avoid the various types of derivative  securities  available in
this marketplace and, as a result, we averted the significant  decrease in value
(and the resulting  publicity)  these issues caused  investors in government and
other  fixed-income  securities.  Nevertheless,  we were  unable to  escape  the
decreases in market value which inevitably  accompany a broad and sharp increase
in the general  level of interest  rates,  such as what was  triggered  from the
action of the Federal Reserve in raising  short-term rates in recent months. Our
policy of running a fairly straightforward  portfolio priced at or below par was
instrumental in maintaining our competitive position in the past, but did act to
push  our  prices  to  levels  lower  than  other  funds  investing  in  similar
mortgage-backed  securities.  Their  portfolios  were  structured  more toward a
premium  over par  position.  The worst  may be  behind  us from a total  return
standpoint,  unless the Fed is behind in trying to contain potential  inflation.
If they  are,  then a series  of rate  increases  will be needed in an effort to
lessen the  possibility  of future  inflation.  Although our values and those of
other  fixed-income  funds have fallen in 1994,  the good news,  if any, is that
dividend flows to investors should increase.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Government Securities
Fund, Lehman Brothers U.S. Mortgage Index and Lipper U.S. Mortgage Fund Average
 

                            Government Lehman
                            Securities Brothers     Lipper
                                Total  Mortgage U.S. Mortgage
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1987    10,099   10,204   10,104
                       1988    10,939   11,094   10,858
                       1989    12,645   12,808   12,224
                       1990    13,852   14,183   13,370
                       1991    16,200   16,410   15,348
                       1992    17,308   17,551   16,285
                       1993    19,051   18,751   17,499
                       1994    18,188   18,450   16,769
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 4/9/87
- -4.53%            7.54%            8.05%  

    

Important Notes of the Income-Oriented Funds:

   
Lehman Brothers,  BAA Corporate  Index: an unmanaged index of all publicly
issued fixed rate nonconvertible,  dollar-denominated,  SEC-registered corporate
debt rated Baa or BBB by Moody's or S&P.

Lipper  Corporate Debt BBB Rated Funds Average:  this average consists of mutual
funds  investing at least 65% of their assets in corporate and  government  debt
issues  rated by S&P or Moody's  in the top four  grades.  The one year  average
currently contains 69 mutual funds.
    

Lehman Brothers Mortgage Index: an unmanaged index of 15- and 30-year fixed rate
securities  backed  by  mortgage  pools  of  the  Government  National  Mortgage
Association (GNMA),  Federal Home Loan Mortgage Corporation (FHLMC), and Federal
National Mortgage Association (FNMA).

   
Lipper U.S.  Mortgage Fund Average:  this average  consists of mutual funds
investing  at least  65% of  their  assets  in  mortgages/securities  issued  or
guaranteed  as to  principal  and  interest by the U.S.  Government  and certain
federal agencies. The one year average currently contains 55 mutual funds.
Note: Mutual fund data from Lipper Analytical Services, Inc.
    

DETERMINATION OF NET ASSET VALUE OF FUND SHARES

     The net asset  value of each  Fund's  shares is  determined  daily,  Monday
through  Friday,  as of the close of  trading  on the New York  Stock  Exchange,
except on days on which changes in the value of the Fund's portfolio  securities
will not materially  affect the current net asset value of the Fund's redeemable
securities,  on days during  which a Fund  receives no order for the purchase or
sale  of its  redeemable  securities  and no  tender  of  such  a  security  for
redemption, and on customary national business holidays. The net asset value per
share of each Fund is determined by dividing the value of the Fund's  securities
plus all other  assets,  less all  liabilities,  by the  number  of Fund  shares
outstanding.

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.  Other  securities  are valued by
using market quotations, prices provided by market makers or estimates of market
values  obtained from yield data and other factors  relating to  instruments  or
securities   with  similar   characteristics   in  accordance   with  procedures
established in good faith by the Board of Directors.  Securities  with remaining
maturities of 60 days or less are valued at amortized cost when it is determined
by the Board that amortized cost reflects fair value. Other assets are valued at
fair value as determined in good faith by the Board of Directors of the Fund.

     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  or  Sub-Advisor  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

     The Money  Market Fund  values its  securities  at  amortized  cost.  For a
description of this calculation procedure see the Funds' Statement of Additional
Information.

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.  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.  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.  Any  performance  data  quoted for the Funds  represents  only
historical performance and is not intended to indicate future performance of the
Funds.  The  calculation  of average annual total return and yield for the Funds
does not include  fees and charges of the separate  accounts  that invest in the
Funds and,  therefore,  does not reflect  the  investment  performance  of those
separate accounts.  For further information on how the Funds calculate yield and
total return figures, see the Statement of Additional Information.

Average Annual Total Return

     Each Fund may advertise its respective average annual total return. 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.  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.

Yield and Effective Yield

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

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund so qualifies it will be exempt from federal  income tax upon the amounts so
distributed to investors.

     Any dividends from the net investment income of the Funds (except the Money
Market Fund) will normally be payable to the shareholders  annually, and any net
realized  gains will be  distributed  annually.  All dividends and capital gains
distributions are applied to purchase  additional Fund shares at net asset value
as of the payment date without the imposition of any sales charge.

     Each Fund will  notify  shareholders  of the  portion of each  distribution
which  constitutes  investment income or capital gain. In view of the complexity
of tax considerations,  it is advisable for Eligible Purchasers  considering the
purchase of shares of the Funds to consult  with tax advisors on the federal and
state tax aspects of their investments and redemptions.

Money Market Fund

     The Money Market Fund  declares  dividends of all its daily net  investment
income on each day the Fund's net asset value per share is determined. Dividends
are payable daily and are automatically reinvested in full and fractional shares
of the Fund at the then  current net asset value unless a  shareholder  requests
payment in cash.

     Net  investment  income,  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 the Fund.

     Since the Fund's policy is, under normal  circumstances,  to hold portfolio
securities to maturity and to value  portfolio  securities at amortized cost, it
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 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 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 investing 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.

     The Board of Directors 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 affect on shareholders.

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

     Only  Eligible  Purchasers  may  purchase  shares  of the  Funds.  Eligible
Purchasers  are  limited to (a)  separate  accounts  of  Principal  Mutual  Life
Insurance  Company or of other insurance  companies;  (b) Principal  Mutual Life
Insurance Company or any subsidiary or affiliate thereof;  (c) trustees or other
managers of any qualified profit sharing, incentive or bonus plan established by
Principal Mutual Life Insurance  Company or any subsidiary or affiliate  thereof
for the  employees of such company,  subsidiary  or affiliate.  Such trustees or
managers  may  purchase  Fund  shares  only in their  capacities  as trustees or
managers  and not for their  personal  accounts.  The Board of Directors of each
Fund  reserves  the  right to  broaden  or limit  the  designation  of  Eligible
Purchasers.

     Principal  Balanced,   Principal  Bond,  Principal  Capital   Accumulation,
Principal  Emerging  Growth and  Principal  Money  Market Funds each serve as an
underlying  investment  medium for variable annuity  contracts and variable life
insurance policies that are funded in separate accounts established by Principal
Mutual Life Insurance  Company.  It is conceivable  that in the future it may be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  Principal Mutual Life Insurance Company nor the Funds currently foresee
any such  disadvantages  either to variable life  insurance  policy owners or to
variable  annuity  contract  owners,  each Fund's Board of Directors  intends to
monitor events in order to identify any material  conflicts  between such policy
owners and contract owners and to determine what action, if any, should be taken
in response thereto. Such action could include the sale of Fund shares by one or
more of the separate accounts,  which could have adverse consequences.  Material
conflicts  could result from, for example,  (1) changes in state insurance laws,
(2) changes in Federal income tax law, (3) changes in the investment  management
of the Fund, or (4)  differences in voting  instructions  between those given by
policy owners and those given by contract owners.

     Shares are  purchased  from Princor  Financial  Services  Corporation,  the
principal  underwriter  for the Funds.  There are no sales charges on the Funds'
shares.  There are no  restrictions  on  amounts  to be  invested  in the Funds'
shares.

     Shareholder accounts for each Fund will be maintained under an open account
system. Under this system, an account is automatically opened and maintained for
each new  investor.  Each  investment  is  confirmed  by sending the  investor a
statement of account showing the current purchase and the total number of shares
then  owned.  The  statement  of account is treated by each Fund as  evidence of
ownership  of Fund  shares in lieu of stock  certificates,  and  unless  written
request is made to the Fund, stock  certificates will not be issued or delivered
to investors.  Certificates, which can be stolen or lost, are unnecessary except
for special purposes such as collateral for a loan.  Fractional interests in the
Funds' shares are reflected to three decimal places in the statement of account,
but any stock certificates will be issued only for full shares owned.

     If an offer to purchase  shares is received by any of the Funds  before the
close of trading on the New York Stock  Exchange,  the shares  will be issued at
the offering price (net asset value of Fund shares)  computed on that day. If an
offer is received  after the close of trading or on a day which is not a trading
day,  the shares  will be issued at the  offering  price  computed  on the first
succeeding  day on which a price is  determined.  Dividends  on the Money Market
Fund  shares  will be paid on the next day  following  the  effective  date of a
purchase order.

SHAREHOLDER RIGHTS

     The following  information  is  applicable to each of the Principal  Funds.
Each  Fund  share is  entitled  to one vote  either in person or by proxy at all
shareholder  meetings  for that  Fund.  This  includes  the right to vote on the
election of directors,  selection of independent  accountants  and other matters
submitted  to meetings of  shareholders.  Each share has equal rights with every
other share as to dividends, earnings, voting, assets and redemption. Shares are
fully paid and  non-assessable,  and have no preemptive  or  conversion  rights.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately  the same rights,  including  voting, as are provided for a full
share.  Shareholders  of each of these  Funds may  remove any  director  with or
without  cause by the vote of a majority  of the votes  entitled to be cast at a
meeting of shareholders.

     The bylaws of each Fund provide that the Board of Directors of the Fund may
increase or decrease the aggregate number of shares which the Fund has authority
to issue without a shareholder vote.

     The bylaws of each Fund also  provide that the Fund need not hold an annual
meeting of  shareholders  in any year in which none of the following is required
to be  acted  on by  shareholders  under  the  Investment  Company  Act of 1940:
election of directors;  approval of investment advisory agreement;  ratification
of selection of independent  public  accountants;  and approval of  distribution
agreement.  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.

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

     NON-CUMULATIVE  VOTING: The Funds' shares have non-cumulative voting rights
which  means  that the  holders  of more than 50% of the  shares  voting for the
election of directors  of a Fund can elect 100% of the  directors if they choose
to do so, and in such event,  the holders of the remaining shares voting for the
election of directors will not be able to elect any directors.

     Principal Mutual Life Insurance  Company votes each Fund's shares allocated
to each of its separate accounts  registered under the Investment Company Act of
1940 and attributable to variable  annuity  contracts or variable life insurance
policies  participating  therein in accordance with  instructions  received from
contract or policy holders,  participants  and annuitants.  Other shares of each
Fund held by each  registered  separate  account,  including  those for which no
timely  instructions  are received,  are voted in proportion to the instructions
that are received  with respect to contracts or policies  participating  in that
separate  account.  Shares of each of the Funds held in the  general  account of
Principal Mutual Life Insurance Company or in its unregistered separate accounts
are voted in  proportion to the  instructions  that are received with respect to
contracts and policies participating in its registered and unregistered separate
accounts.  If Principal  Mutual  determines  pursuant to  applicable  law that a
Fund's  shares held in one or more separate  accounts or in its general  account
need  not  be  voted   pursuant  to   instructions   received  with  respect  to
participating  contracts or policies,  it then may vote those Fund shares in its
own right.

REDEMPTION OF SHARES

     Except for the third paragraph below,  most of the following  discussion of
redemption  procedures  is  relevant  only to  Eligible  Purchasers  other  than
variable  annuity and variable life separate  accounts of Principal  Mutual Life
Insurance Company, and its wholly-owned subsidiaries.

     Each Fund will  redeem  its  shares  upon  request.  There is no charge for
redemption.  If no certificates have been issued, a shareholder  simply writes a
letter to the appropriate  Fund requesting  redemption of any part or all of the
shares.  The letter  must be signed  exactly as the  account is  registered.  If
certificates have been issued, they must be properly endorsed and forwarded with
the request.  If payment is to be made to the  registered  shareholder  or joint
shareholders,  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. The
price at which the shares are redeemed  will be the net asset value per share as
next  computed  after the  request  (with  appropriate  certificate,  if any) is
received by the Fund in proper and complete form. 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.

     Redemption proceeds will be sent within seven days after receipt of request
for  redemption  in proper  form.  However,  each Fund may  suspend the right of
redemption  during any period when (a) trading on the New York Stock Exchange is
restricted  as  determined  by the  Securities  and Exchange  Commission or such
Exchange  is closed for other  than  weekends  and  holidays;  (b) an  emergency
exists, as determined by the Securities and Exchange Commission,  as a result of
which  (i)  disposal  by the Fund of  securities  owned by it is not  reasonably
practicable,  or (ii) it is not  reasonably  practicable  for the Fund fairly to
determine the value of its net assets; or (c) the Commission by order so permits
for the  protection  of security  holders of the Fund. If a Fund is requested to
redeem  shares for which good  payment has not yet been  received,  the Fund may
delay  transmittal  of redemption  proceeds  until such time as good payment has
been  collected for the purchase of such shares (which may take up to 15 days or
more). To avoid the inconvenience of such a delay,  shares may be purchased with
a certified check, bank cashier's check or money order.  During the period prior
to the time a redemption  from the Money Market Fund is effective,  dividends on
such shares will accrue and be payable and the  shareholder  will be entitled to
exercise all other rights of beneficial ownership.

     Restricted  Transfer:  Shares of each of the Funds may be transferred to an
Eligible Purchaser.  However, whenever any of the Funds is requested to transfer
shares  to other  than an  Eligible  Purchaser,  the  Fund has the  right at its
election  to  purchase  such  shares  at their net asset  value  next  effective
following  the time at which the request for  transfer is  presented;  provided,
however,  that the Fund must notify the transferee or transferees of such shares
in writing  of its  election  to  purchase  such  shares  within  seven (7) days
following the date of such request and  settlement for such shares shall be made
within such seven-day period.

ADDITIONAL INFORMATION

     Custodian: Bank of America National Trust and Savings Association, 2 Rector
Street,  New York, New York 10006, is custodian of the portfolio  securities and
cash assets of each of the Funds except the World Fund.  The  custodian  for the
World Fund is Chase Manhattan Bank, Global Securities Services, Chase Metro Tech
Center,  Brooklyn,  New York 11245.  The  custodians  perform no  managerial  or
policymaking functions for the Funds.

     Organization and Share Ownership:  The Funds were incorporated in the state
of Maryland on the following  dates:  Aggressive  Growth Fund - August 20, 1993;
Asset Allocation Fund - August 20, 1993; Balanced Fund - November 26, 1986; Bond
Fund - November 26, 1986;  Capital  Accumulation  Fund - May 26, 1989 (effective
November 1, 1989  succeeded to the business of a predecessor  Fund that had been
incorporated  in Delaware on February 6, 1969);  Emerging Growth Fund - February
20, 1987;  Government  Securities Fund - June 7, 1985;  Growth Fund - August 20,
1993;  Money  Market  Fund - June 10,  1982;  and World Fund - August 20,  1993.
Principal  Mutual Life  Insurance  Company owns 100% of each Fund's  outstanding
shares.

     Capitalization:   The  authorized   capital  stock  of  each  Fund  
consists  of 100,000,000 shares of common stock (500,000,000 for Principal Money
Market Fund,Inc.), $.01 par value.

   
     Financial Statements:  Copies of the financial statements of each Fund will
be mailed to each shareholder of that Fund  semi-annually.  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 the Funds' Statement of Additional Information can be
obtained upon request,  free of charge,  by writing or telephoning the Fund. 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,  The 
Principal Financial Group, Des Moines, Iowa 50392-0200,  is
the principal underwriter for each of the Principal Funds.




     The  Principal(R)  Mutual  Funds  ("Principal  Funds")  described  in  this
Prospectus  are a  family  of  separately  incorporated,  diversified,  open-end
management investment companies, commonly called mutual funds, which provide the
following range of investment objectives:

   
                             Growth-Oriented Funds
PRINCIPAL  Balanced Fund, Inc. seeks to generate a total return  consisting
of current income and capital  appreciation  while assuming  reasonable risks in
furtherance of the investment objective.
    

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

PRINCIPAL  Emerging Growth Fund,  Inc. seeks to achieve capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.
                             Income-Oriented Funds
PRINCIPAL  Bond  Fund,  Inc.  seeks to  provide  as high a level of income as is
consistent with preservation of capital and prudent investment risk.

PRINCIPAL High Yield Fund, Inc. seeks high current  income.  Capital growth is a
secondary  objective when  consistent with the objective of high current income.
The Fund seeks to achieve its objective  primarily  through the purchase of high
yielding,  lower or non-rated fixed income  securities  commonly  referred to as
"junk 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.

                               Money Market Fund
PRINCIPAL Money Market 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  all of its assets in a portfolio of
money market instruments.

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

     This Prospectus concisely states information about the Principal Funds that
an investor ought to 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  Statement of Additional
Information,  dated March 31, 1995.  The Statement of Additional  Information is
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional Information can be obtained free of charge by writing or telephoning:
    

                             Principal Mutual Funds
                                  A Member of
                         The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

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 March 31, 1995.
    
<PAGE>


                               TABLE OF CONTENTS

   
                                                                            Page
Summary ...................................................................    3
Financial Highlights ......................................................    5
Investment Objectives, Policies and Restrictions ..........................    7
Certain Investment Policies and Restrictions ..............................   13
Manager and Sub-Advisor ...................................................   14
Duties Performed by the Manager and Sub-Advisor ...........................   15
Managers' Comments ........................................................   15
Determination of Net Asset Value of Fund Shares ...........................   18
Performance Calculation ...................................................   19
Income Dividends, Distributions and Tax Status ............................   19
Eligible Purchasers and Purchase of Shares ................................   20
Shareholder Rights ........................................................   21
Redemption of Shares ......................................................   21
Additional Information ....................................................   22
    


     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. 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.

SUMMARY

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

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment companies.

Who may purchase shares of the Funds?

     Shares of the Funds are  available  only to Eligible  Purchasers  which are
limited to: (a) separate  accounts of Principal Mutual Life Insurance Company or
of other insurance companies; (b) Principal Mutual Life Insurance Company or any
subsidiary or affiliate thereof; (c) trustees or other managers of any qualified
profit  sharing,  incentive or bonus plan  established by Principal  Mutual Life
Insurance  Company or any  subsidiary or affiliate  thereof for the employees of
such  company,  subsidiary  or  affiliate.  The Board of  Directors of each Fund
reserves the right to broaden or limit the designation of Eligible Purchasers.

What do the Funds offer investors?

     Professional Investment Management: Experienced securities analysts provide
each Fund with professional investment management.

     Diversification: Each Fund will diversify by investing in securities issued
by a number of issuers doing business in a variety of industries  and/or located
in different geographical regions. Diversification reduces investment risk.

     Economies of Scale: Pooling individual shareholder's  investments in any of
the Funds creates administrative efficiencies.

     Redeemability:  Upon  request each Fund will redeem its shares and promptly
pay the  investor  the  current  net asset  value of the  shares  redeemed.  See
"Redemption of Shares."

What are the Funds' investment objectives?

                             Growth-Oriented Funds

     The  investment  objective  of Principal  Balanced  Fund,  Inc.  (sometimes
referred  to as the  Balanced  Fund)  is to seek  to  generate  a  total  return
consisting of current income and capital  appreciation while assuming reasonable
risks in  furtherance of this  objective.  The Fund intends to pursue a flexible
investment policy in seeking to achieve this investment objective.

     The primary  investment  objective of Principal Capital  Accumulation Fund,
Inc.  (sometimes  referred to as the  Capital  Accumulation  Fund) is  long-term
capital  appreciation  and its  secondary  investment  objective  is  growth  of
investment income.  The Fund seeks to achieve its investment  objectives through
the  purchase  primarily  of  common  stocks,  but the Fund may  invest in other
securities.

     The investment objective of Principal Emerging Growth Fund, Inc. (sometimes
referred to as the Emerging Growth Fund) is to achieve  capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.


                             Income-Oriented Funds

     The investment  objective of Principal Bond Fund, Inc.  (sometimes referred
to as the Bond Fund) is to  provide  as high a level of income as is  consistent
with preservation of capital and prudent investment risk.

     The  primary  investment  objective  of  Principal  High Yield  Fund,  Inc.
(sometimes  referred to as the High Yield Fund) is to seek 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.

                               Money Market Fund

     The investment  objective of Principal Money Market Fund,  Inc.  (sometimes
referred  to as the  Money  Market  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 all of its
assets in a portfolio of 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."

Who serves as Manager for the Funds?

   
     Princor  Management  Corporation,   a  corporation  organized  in  1969  by
Principal Mutual Life Insurance  Company,  is the Manager for each of the Funds.
It is also the dividend  disbursing and transfer agent for the Principal  Funds.
In order to provide  investment  advisory  services for the Balanced  Fund,  the
Manager has executed a sub-advisory  agreement with Invista Capital  Management,
Inc. ("Invista" or "Sub-Advisor"). See "Manager and Sub-Advisor."
    

What fees and expenses apply to ownership of shares of the Funds?

     The following  table  depicts fees and expenses  applicable to the purchase
and ownership of shares of each of the Funds.

   
                                         ANNUAL FUND OPERATING EXPENSES
                                     (As a Percentage of Average Net Assets)
                                      Management     Other      Total Operating
                      Fund               Fee        Expenses        Expenses
Balanced Fund .........................   .60         .09              .69
Bond Fund .............................   .50         .08              .58
Capital Accumulation Fund .............   .49         .02              .51
Emerging Growth Fund ..................   .65         .09              .74
High Yield Fund .......................   .60         .13              .73
Money Market Fund .....................   .50         .10              .60
    

                                    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:

   
                                                       Period (in years)
            Fund                                1          3        5         10
Balanced Fund ..........................       $ 7       $22       $38       $86
Bond Fund ..............................       $ 6       $19       $32       $73
Capital Accumulation Fund ..............       $ 5       $16       $29       $64
Emerging Growth Fund ...................       $ 8       $24       $41       $92
High Yield Fund ........................       $ 7       $23       $41       $91
Money Market Fund ......................       $ 6       $19       $33       $75
    

This  Example  is based on the  Annual  Fund  Operating  expenses  for each Fund
described  above.  Please  remember that the Example  should not be considered a
representation  of past or  future  expenses  and that  actual  expenses  may be
greater or less than shown.

     The purpose of the above table is to assist the  investor in  understanding
the  various  expenses  that an  investor  in the Funds  will bear  directly  or
indirectly. See "Duties Performed by the Manager."

FINANCIAL HIGHLIGHTS

   
     The following financial highlights for the periods ended  December 31, 1994
and prior thereto are derived from financial  statements which have been audited
by Ernst & Young LLP, independent  auditors.  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.
    

<PAGE>

   
                      Income from Investment Options      Less Distributions
                      ------------------------------ ---------------------------
                              Net Realized           Dividends
                                  and       Total      from     Distri-
             Net Asset  Net    Unrealized    from       Net     bution
             Value at  Invest-    Gain      Invest-   Invest-    from     Total
             Beginning  ment   (Loss) on     ment      ment     Capital  Distri-
             of Period Income Investments Operations  Income     Gains   butions
             --------- ------ ----------- ----------  ------     -----   -------
Principal
Balanced
Fund, Inc.(e)
Year Ended
 December 31,
   1994         12.77     .37    (.64)       (.27)    (.37)      (.18)     (.55)
   1993         12.58     .42     .95        1.37     (.42)      (.76)    (1.18)
Six Months
Ended
 December 31,
   1992(d)      12.93     .23     .75         .98     (.47)      (.86)    (1.33)
Year Ended
 June 30,
   1992         11.33     .47    1.61        2.08     (.48)        -       (.48)
   1991         10.79     .54     .59        1.13     (.57)      (.02)     (.59)
   1990         11.89     .60    (.48)        .12     (.63)      (.59)    (1.22)
   1989         11.75     .62     .30         .92     (.55)      (.23)     (.78)
Period Ended
 June 30,
   1988(c)      10.00     .27    1.51        1.78     (.03)        -       (.03)

Principal
Bond Fund, Inc.
Year Ended
 December 31,
   1994         11.16     .72   (1.04)       (.32)    (.72)        -       (.72)
   1993         10.77     .88     .38        1.26     (.87)        -       (.87)
Six Months
Ended
 December 31,
   1992(d)      11.08     .45     .13         .58     (.89)        -       (.89)
Year Ended
 June 30,
   1992         10.64     .91     .46        1.37     (.93)        -       (.93)
   1991         10.72     .94    (.06)        .88     (.96)        -       (.96)
   1990         10.92     .95    (.21)        .74     (.94)        -       (.94)
   1989         10.68    1.15     .17        1.32     (.96)      (.12)    (1.08)
Period Ended
 June 30,
   1988(c)      10.00     .32     .40         .72     (.04)        -       (.04)

Principal
Capital
Accumulation
Fund, Inc.
Year Ended
 December 31,
   1994         24.61     .62    (.49)        .13     (.61)      (.69)    (1.30)
   1993         25.19     .61    1.32        1.93     (.60)     (1.91)    (2.51)
Six Months
Ended
 December 31,
   1992(d)      26.03     .31    1.84        2.15     (.64)     (2.35)    (2.99)
Year Ended
 June 30,
   1992         23.35     .65    2.70        3.35     (.67)        -       (.67)
   1991         22.48     .74    1.22        1.96     (.79)      (.30)    (1.09)
   1990         23.63     .79     .14         .93     (.81)     (1.27)    (2.08)
   1989         23.23     .77    1.32        2.09     (.68)     (1.01)    (1.69)
   1988         27.51     .60   (1.50)       (.90)    (.69)     (2.69)    (3.38)
   1987         25.48     .40    4.46        4.86     (.50)     (2.33)    (2.83)
   1986         21.93     .51    6.65        7.16     (.66)     (2.95)    (3.61)
   1985         20.50     .67    3.73        4.40     (.59)     (2.38)    (2.97)


    
<PAGE>
   
                                            Ratios/Supplemental Data
                                ------------------------------------------------
                                                           Ratio of
                                Net Assets                    Net
             Net Asset            at End     Ratio of     Investment
             Value at           of Period    Expenses      Income to   Portfolio
                End      Total    (in       to Average      Average     Turnover
             of Period  Return  thousands)  Net Assets    Net Assets      Rate
             ---------  ------  ----------  ----------    -----------  ---------
Principal
Balanced
Fund, Inc.(e)
Year Ended
 December 31,
   1994        11.95  (2.09)%      25,043    .69%         3.42%         31.5%
   1993        12.77  11.06%       21,399    .69%         3.30%         15.8%
Six Months
Ended
 December 31,
   1992(d)     12.58   8.00%(b)    18,842   .73%(a)       3.71%(a)      38.4%(a)
Year Ended
 June 30,
   1992        12.93  18.78%       17,344   .72%          3.80%         26.6%
   1991        11.33  11.36%       14,555   .73%          5.27%         27.1%
   1990        10.79    .87%       13,016   .74%          5.52%         33.1%
   1989        11.89   8.55%       12,751   .74%          5.55%         29.3%
Period Ended
 June 30,
   1988(c)     11.75  17.70%(b)    11,469   .80%(a)       4.96%(a)      41.7%(a)

Principal
Bond Fund, Inc.
Year Ended
 December 31,
   1994        10.12  (2.90)%      17,108   .58%          7.86%         18.2%
   1993        11.16  11.67%       14,387   .59%          7.57%         14.0%
Six Months
Ended
 December 31,
   1992(d)     10.77   5.33%(b)    12,790   .62%(a)       8.10%(a)       6.7%(a)
Year Ended
 June 30,
   1992        11.08  13.57%       12,024   .62%          8.47%          6.1%
   1991        10.64   8.94%       10,552   .63%          9.17%          2.7%
   1990        10.72   7.15%        9,658   .64%          9.09%          0.0%
   1989        10.92  13.51%        9,007   .64%          9.18%         12.2%
Period Ended
 June 30,
   1988(c)     10.68   6.06%(b)    17,598   .58%(a)       8.11%(a)      68.8%(a)

Principal
Capital
Accumulation
Fund, Inc.
Year Ended
 December 31,
   1994        23.44    .49%      120,572   .51%          2.36%         44.5%
   1993        24.61   7.79%      128,515   .51%          2.49%         25.8%
Six Months
Ended
 December 31,
   1992(d)     25.19   8.81%(b)   105,355   .55%(a)       2.56%(a)      39.7%(a)
Year Ended
 June 30,
   1992        26.03  14.53%       94,596   .54%          2.65%         34.8%
   1991        23.35   9.46%       76,537   .53%          3.53%         14.0%
   1990        22.48   3.94%       74,008   .56%          3.56%         30.2%
   1989        23.63  10.02%       68,132   .57%          3.53%         23.5%
   1988        23.23  (2.67)%      62,696   .60%          2.76%         26.7%
   1987        27.51  22.17%       57,478   .63%          1.99%         16.1%
   1986        25.48  38.37%       35,960   .60%          2.63%         37.8%
   1985        21.93  25.95%       22,898   .59%          3.33%         42.9%
    
<PAGE>

   
(a) Computed on an annualized basis.
(b) Total return amounts have not been annualized.
(c) Period  from  December  18,  1987,  date  shares  first  offered to eligible
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.01
    per share for the period from the initial purchase of shares on December 10,
    1987 through December 17, 1987 was recognized,  all of which was distributed
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.
    This  represented  activity  of the fund prior to the  initial  offering  of
    shares to eligible purchasers.
(d) Effective  July 1, 1992, the fund changed its fiscal year end from June 30
    to December 31.
(e) Effective May 1, 1994, the name of Principal Managed Fund, Inc. was changed 
    to Principal Balanced Fund, Inc.
(f) Effective May 1, 1992, the name of Principal Aggressive Growth Fund, Inc. 
    was changed to Principal Emerging Growth Fund, Inc.
    


<PAGE>

   
                      Income from Investment Options      Less Distributions
                      ------------------------------ ---------------------------
                              Net Realized           Dividends
                                  and       Total      from     Distri-
             Net Asset  Net    Unrealized    from       Net     bution
             Value at  Invest-    Gain      Invest-   Invest-    from     Total
             Beginning  ment   (Loss) on     ment      ment     Capital  Distri-
             of Period Income Investments Operations  Income     Gains   butions
             --------- ------ ----------- ----------  ------     -----   -------
Principal
Emerging
Growth
Fund, Inc.(f)
Year Ended
 December 31,
   1994       $20.79    $.14     $ .03       $ .17     $(.14)  $ (.85)   $ (.99)
   1993        18.91     .17      3.47        3.64      (.17)   (1.59)    (1.76)
Six Months
Ended
 December 31,
   1992(d)     15.97     .10      3.09        3.19      (.21)    (.04)     (.25)
Year Ended
 June 30,
   1992        13.93     .21      2.04        2.25      (.21)      -       (.21)
   1991        14.25     .20       .50         .70      (.23)    (.79)    (1.02)
   1990        13.35     .24       .87        1.11      (.20)    (.01)     (.21)
   1989        12.85     .16      1.35        1.51      (.11)    (.90)    (1.01)
Period Ended
 June 30,
   1988(c)     10.00     .05      2.83        2.88      (.03)      -       (.03)

Principal 
High Yield
Fund, Inc.
Year Ended 
 December 31,
   1994         8.62     .77      (.72)        .05      (.76)      -       (.76)
   1993         8.38     .80       .23        1.03      (.79)      -       (.79)
Six Months 
Ended
 December 31, 
   1992(d)      8.93     .45      (.10)        .35      (.90)      -       (.90)
Year Ended 
 June 30,
   1992         8.28     .92       .66        1.58      (.93)      -       (.93)
   1991         8.96     .99      (.53)        .46     (1.14)      -      (1.14)
   1990        10.37    1.21     (1.35)       (.14)    (1.22)    (.05)    (1.27)
   1989        11.01    1.23      (.45)        .78     (1.21)    (.21)    (1.42)
Period Ended 
 June 30, 
   1988(c)     10.00     .67       .49        1.16      (.15)      -       (.15)

Principal
Money Market
Fund, Inc.
Year Ended
 December 31,
   1994         1.000    .037       -         .037      (.037)      -     (.037)
   1993         1.000    .027       -         .027      (.027)      -     (.027)
Six Months
Ended
 December 31,
   1992(d)      1.000    .016       -         .016      (.016)      -     (.016)
Year Ended
 June 30,
   1992         1.000    .046       -         .046      (.046)      -     (.046)
   1991         1.000    .070       -         .070      (.070)      -     (.070)
   1990         1.000    .077       -         .077      (.077)      -     (.077)
   1989         1.000    .083       -         .083      (.083)      -     (.083)
   1988         1.000    .064       -         .064      (.064)      -     (.064)
   1987         1.000    .057       -         .057      (.057)      -     (.057)
   1986         1.000    .070       -         .070      (.070)      -     (.070)
   1985         1.000    .089       -         .089      (.089)      -     (.089)

    
<PAGE>

   
                                            Ratios/Supplemental Data
                                ------------------------------------------------
                                                           Ratio of
                                Net Assets                    Net
             Net Asset            at End     Ratio of     Investment
             Value at           of Period    Expenses      Income to   Portfolio
                End      Total    (in       to Average      Average     Turnover
             of Period  Return  thousands)  Net Assets    Net Assets      Rate
             ---------  ------  ----------  ----------    -----------  ---------
Principal
Emerging
Growth
Fund, Inc.(f)
Year Ended
 December 31,
   1994       $19.97     .78%    $23,912      .74%         1.15%        12.0%
   1993        20.79   19.28%     12,188      .78%          .89%        22.4%
Six Months
Ended
 December 31,
   1992(d)     18.91   20.12%(b)   9,693      .81%(a)      1.24%(a)      8.6%(a)
Year Ended
 June 30,
   1992        15.97   16.19%      7,829      .82%         1.33%        10.1%
   1991        13.93    5.72%      6,579      .89%         1.70%        11.1%
   1990        14.25    8.32%      6,067      .88%         1.74%        17.9%
   1989        13.35   13.08%      5,509      .90%         1.31%        21.4%
Period Ended
 June 30,
   1988(c)     12.85   28.72%(b)   4,857      .94%(a)       .64%(a)      4.6%(a)

Principal 
High Yield
Fund, Inc.
Year Ended 
 December 31,
   1994         7.91     .62%      9,697      .73%         9.02%        30.6%
   1993         8.62   12.31%      9,576      .74%         8.80%        28.7%
Six Months 
Ended
 December 31, 
   1992(d)      8.38    4.06%(b)   8,924      .77%(a)     10.33%(a)     20.6%(a)
Year Ended 
 June 30,
   1992         8.93    20.70%     8,556      .77%        11.00%        31.3%
   1991         8.28     6.35%     7,085      .82%        12.58%         6.4%
   1990         8.96    (1.46)%    6,643      .83%        13.07%        24.2%
   1989        10.37     7.88%     6,741      .95%        11.89%        27.8%
Period Ended 
 June 30, 
   1988(c)     11.01    11.25%(b)  6,703      .78%(a)     11.71%(a)     58.2%(a)

Principal
Money Market
Fund, Inc.
Year Ended
 December 31,
   1994        1.000     3.76%    29,372      .60%         3.81%           N/A
   1993        1.000     2.69%    22,753      .60%         2.64%           N/A
Six Months
Ended
 December 31,
   1992(d)     1.000    1.54%(b)  27,680      .59%(a)      3.10%(a)        N/A
Year Ended
 June 30,
   1992        1.000    4.64%     25,194      .57%         4.54%           N/A
   1991        1.000    7.20%     26,509      .56%         6.94%           N/A
   1990        1.000    8.37%     26,588      .57%         8.05%           N/A
   1989        1.000    8.59%     20,707      .61%         8.40%           N/A
   1988        1.000    6.61%     14,571      .64%         6.39%           N/A
   1987        1.000    5.78%     11,902      .65%         5.68%           N/A
   1986        1.000    7.35%      8,896      .69%         7.06%           N/A
   1985        1.000    9.19%      7,720      .76%         8.80%           N/A
    
<PAGE>
(a) Computed on an annualized basis.
(b) Total return amounts have not been annualized.
(c) Period  from  December  18,  1987,  date  shares  first  offered to eligible
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.06
    per share for the period from the initial purchase of shares on December 10,
    1987 through December 17, 1987 was recognized,  all of which was distributed
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.
    This  represented  activity  of the fund prior to the  initial  offering  of
    shares to eligible purchasers.
(d) Effective  July 1, 1992 the fund changed its fiscal year end from June 30 to
    December 31.

<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

GROWTH-ORIENTED FUNDS

   
     The  Principal  Funds  currently  include  two  Funds  which  seek  capital
appreciation  through  investments  in  equity  securities   (Principal  Capital
Accumulation Fund and Principal Emerging Growth Fund) and one Fund which seeks a
total investment  return including both capital  appreciation and income through
investments in equity and debt securities (Principal Balanced Fund). These three
Funds are collectively referred to as the Growth-Oriented Funds.
    

     The  Growth-Oriented  Funds may invest in the following equity  securities:
common stocks;  preferred  stocks and debt securities that are convertible  into
common  stock,  that carry  rights or warrants to purchase  common stock or that
carry rights to participate  in earnings;  rights or warrants to subscribe to or
purchase any of the foregoing securities; and American Depository Receipts based
on any of the foregoing securities. The Capital Accumulation and Emerging Growth
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. 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.

Principal Balanced Fund

     The investment  objective of Principal Balanced Fund is to generate a total
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  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.  See the  discussion  of
the Principal 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  short-term  money  market  investments  in which  the Fund may  invest
include the  following:  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
include 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 Capital Accumulation Fund

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

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

Principal Emerging Growth Fund

     The  objective  of  Principal  Emerging  Growth Fund is to achieve  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 Emerging  Growth Fund may invest,  for any period of
time, in any industry, in any kind of growth-oriented  company,  whether new and
unseasoned or well known and established.

     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  prepared  to  experience   above-average
fluctuations  in net asset value,  to assume  above-average  investment  risk in
search  of  above-average  return,  and to  consider  the  Fund  as a  long-term
investment and not as a vehicle for seeking short-term profits.  Moreover, since
the  Fund  will not be  seeking  current  income,  investors  should  not view a
purchase of Fund shares as a complete investment program.

INCOME-ORIENTED FUNDS

     The Principal Funds currently  include two Funds which seek a high level of
income through investments in fixed-income  securities  (Principal Bond Fund and
Principal  High Yield Fund)  collectively  referred  to as the  "Income-Oriented
Funds." 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.  Each Fund's  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 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,  exclusive  of cash  items,  in one or more of the  following  kinds  of
securities:  (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 Standard & Poor's  Corporation  (AAA, AA, A or BBB) or by
Moody's Investors Service,  Inc. (Aaa, Aa, A or Baa) or which, if lower-rated or
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 other fixed income securities,  including domestic and
foreign  corporate debt  securities or preferred  stocks,  in common stocks that
provide  returns  that  compare  favorably  with  the  yields  on  fixed  income
investments, and in 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.  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).  See the discussion of the Principal High
Yield Fund for information  concerning  risks  associated with below  investment
grade bonds.

   
     During the year ended  December  31,  1994,  the  percentage  of the Fund's
portfolio  securities  invested in the various  ratings  established  by Moody's
based upon the weighted average ratings of the portfolio, was as follows:

          Moody's Rating                           Portfolio Percentage
          --------------                           --------------------
             Aaa                                          .02%
             Aa                                          1.45%
             A                                          15.84%
             Baa                                        61.37%
             Ba                                         18.23%
             B                                            .33%

     * The above percentages for A, B and C rated securities include 1.98%, .23%
and .39%,  respectively,  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  Standard & Poor's 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  Standard  & Poor's 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 may
for temporary  defense  purposes invest up to 100% of its assets in cash or cash
equivalents.

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 non-rated (high risk) 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 held in cash or cash equivalents,  or
invested  in common  stocks and other  equity  securities  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 Investors Service, Inc. ("Moody's") or BB+ or lower by Standard & Poor's
Corporation  ("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 Caa or lower by Moody's and CCC or lower 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  high  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.

     Congress recently enacted legislation requiring  federally-insured  savings
and  loan  associations  to  divest  themselves  of  investments  in high  yield
securities.  This legislation might increase the supply of securities  available
for purchase in the secondary  market and,  potentially,  lower the value of the
securities held by the Fund.

     Investors  should  carefully  consider their ability to assume the risks of
investing in  lower-rated  securities  before  making an  investment in the High
Yield 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 year ended  December 31, 1994 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                                         3.02%
             Ba                                         35.93%
             B                                          59.61%

     The  above  percentages  for  B  rated  securities  include  1.44%  unrated
securities  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.

MONEY MARKET FUND

     The  Principal  Funds  also  include  a Fund  which  invests  primarily  in
short-term  securities,  Principal  Money Market Fund.  Securities  in which the
Money Market Fund will invest may not yield as high a level of current income as
securities  of low  quality  and longer  maturities  which  generally  have less
liquidity, greater market risk and more fluctuation.

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

    (1)  A  security  with the  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 at the time of issuance was a long-term  security that has 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.

    The 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 below the 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, below the highest
         rating category for short-term obligations;

    (3)  Securities  which are unrated but are determined by the Fund's board of
         directors to be of  comparable  quality to  securities  rated below the
         highest rating category for short-term debt obligations.  The Fund will
         maintain a  dollar-weighted  average  portfolio  maturity of 90 days or
         less.

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

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

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

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

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

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

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

     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 times when such sales might otherwise not be
desirable.  The Fund's right to borrow to facilitate  redemptions may reduce the
need for  such  sales.  It is the  Fund's  policy  to be as  fully  invested  as
reasonably practical at all times to maximize current income.

     Since portfolio assets will consist of short-term instruments,  replacement
of portfolio securities will occur frequently.  However,  since the 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 the investment objective.

     A  shareholder's  rate of return will vary with the general  interest  rate
levels applicable to the money market instruments in which the Fund invests. The
rate of return and the net asset value will be affected by such other factors as
sales  of  portfolio  securities  prior to  maturity  and the  Fund's  operating
expenses.

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.

Diversification

     Each Fund is subject to the diversification  requirements of Section 817(h)
of the Internal  Revenue Code (the "Code")  which must be met at the end of each
quarter of the year (or within 30 days  thereafter).  Regulations  issued by the
Secretary  of the Treasury  have the effect of requiring  each Fund to invest no
more than 55% of its total assets in securities of any one issuer,  no more than
70% in the securities of any two issuers,  no more than 80% in the securities of
any three  issuers,  and no more than 90% in the securities of any four issuers.
For this purpose, the United States Treasury and each U.S. Government agency and
instrumentality  is considered to be a separate  issuer.  Thus,  the  Government
Securities Fund intends to invest in U.S. Treasury  securities and in securities
issued by at least four U.S.  Government  agencies or  instrumentalities  in the
amounts necessary to meet those diversification  requirements at the end of each
quarter of the year (or within thirty days thereafter).

     In the event any of the Funds do not meet the diversification  requirements
of Section 817(h) of the Code, the contracts  funded by shares of the Funds will
not be treated as annuities or life  insurance  for Federal  income tax purposes
and the owners of the Funds will be subject to  taxation  on their  share of the
dividends and distributions paid by the Funds.

Foreign Securities

     Each of the following  Principal Funds has adopted investment  restrictions
that limit its investments in foreign securities to the indicated  percentage of
its assets:  Bond, Capital  Accumulation and High Yield - 20%; Balanced Fund and
Emerging Growth - 10%.  Investment in foreign securities  presents certain risks
including  those  resulting  from   fluctuations  in  currency  exchange  rates,
revaluation of currencies, the imposition of foreign taxes, future political and
economic  developments  including  war,  expropriations,   nationalization,  the
possible imposition of currency exchange controls and other foreign governmental
laws or  restrictions,  reduced  availability of public  information  concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements  comparable to those applicable to domestic  issuers.
Moreover, securities of many foreign issuers may be less liquid and their prices
more  volatile  than  those  of  comparable   domestic  issuers.   In  addition,
transactions in foreign  securities may be subject to higher costs, and the time
for  settlement of  transactions  in foreign  securities  may be longer than the
settlement  period  for  domestic  issuers.   A  Fund's  investment  in  foreign
securities may also result in higher  custodial  costs and the costs  associated
with currency conversions.

Repurchase Agreements

     Each  of the  Funds,  except  the  Capital  Accumulation,  may  enter  into
repurchase   agreements  with,  and  each  of  the  Funds,  except  the  Capital
Accumulation  and Money Market  Funds,  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 Funds'  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 intend 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 10% of its
total assets or (ii) to loan securities in excess of 30% of its total assets.

Forward Commitments

     From time to time,  each of the Funds 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 Money Market 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.

Borrowing

     As a matter of  fundamental  policy,  each Fund may  borrow  money only for
temporary  or  emergency  purposes.   The  Balanced  Fund,  Bond  Fund,  Capital
Accumulation  Fund,  High Yield Fund and Money  Market Fund may borrow only from
banks.  Further,  each may  borrow  only in an amount  not  exceeding  5% of its
assets,  except the Capital Accumulation Fund 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 the Money  Market Fund which may borrow only in an
amount not  exceeding  the lesser of (i) 5% of the value of its assets,  or (ii)
10% of the value of its net assets  taken at cost at the time the  borrowing  is
made.

Options

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

     The  Statement  of  Additional  Information  includes  further  information
concerning   the  Funds'   investment   policies   and   applicable   investment
restrictions.   Each  Fund's   investment   objective  and  certain   investment
restrictions  designated  as  such  in  this  Prospectus  or  the  Statement  of
Additional  Information are fundamental policies that may not be changed without
shareholder approval.  All other investment policies described in the Prospectus
and the Statement of Additional  Information  for a Fund are not fundamental and
may be  changed  by the  Board  of  Directors  of the Fund  without  shareholder
approval.

MANAGER AND SUB-ADVISOR

   
     The  Manager  for  the  Funds  is  Princor   Management   Corporation  (the
"Manager"),  an  indirectly  wholly-owned  subsidiary  of Principal  Mutual Life
Insurance  Company,  a mutual life insurance company organized in 1879 under the
laws of the State of Iowa. The address of the Manager is The Principal Financial
Group,  Des Moines,  Iowa 50392.  The Manager was organized on January 10, 1969,
and since that time has managed  various  mutual  funds  sponsored  by Principal
Mutual Life  Insurance  Company.  As of December 31, 1994, the Manager served as
investment  advisor for 25 such funds with assets  totaling  approximately  $2.0
billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide  investment  advisory  services  for the Balanced  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 December 31, 1994 were  approximately  $11.2
billion.  Invista's  address is 1500 Hub Tower,  699 Walnut,  Des  Moines,  Iowa
50309.

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


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

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

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

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

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

DUTIES PERFORMED BY THE MANAGER AND SUB-ADVISOR

   
     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  The investment  services
and certain  other  services  referred to under the heading  "Cost of  Manager's
Services" in the Statement of Additional  Information are furnished to the Funds
under  the terms of a  Management  Agreement  between  each of the Funds and the
Manager, and for the Balanced Fund, a Sub-Advisory Agreement between the Manager
and Invista.  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 compensation paid by each Fund to the Manager for the fiscal year ended
December 31, 1994 was, on an annual basis, equal to the following  percentage of
average net assets: 
                                                                        Total
                                            Manager's                Annualized
           Fund                                Fee                    Expenses
Balanced Fund                                  .60%                       .69%
Bond Fund                                      .50%                       .58%
Capital Accumulation Fund                      .49%                       .51%
Emerging Growth Fund                           .65%                       .74%
High Yield Fund                                .60%                       .73%
Money Market Fund                              .50%                       .60%

     The Manager,  or Invista,  may purchase at its 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.  The Investment Service
Agreements  for  the  Capital  Accumulation,   Emerging  Growth  and  Government
Securities  Funds also include as a party Invista Capital  Management,  Inc., an
indirectly  wholly-owned  subsidiary of Principal Mutual Life Insurance Company,
and also  provide  that the  subsidiaries  of  Principal  Mutual Life  Insurance
Company will furnish the same items and be  reimbursed  by the Manager for their
costs incurred in this regard.
    

     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage commissions to, The Principal/Eppler,
Guerin and Turner, Inc., a broker-dealer that is an affiliate of the Distributor
and Manager for each of the Funds.

     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.

MANAGERS' COMMENTS

   
Princor   Management   Corporation  and  Invista  are  staffed  with  investment
professionals who manage each individual fund.  Comments by these individuals in
the  following  paragraphs  summarize in capsule  form the general  strategy and
recent results of each fund over the past year. The accompanying  charts display
results  for the past 10 years or the life of the fund,  whichever  is  shorter.
Average Annual Total Return  figures  provided for each fund in the graphs below
reflect all expenses of the fund and assume all  distributions are reinvested at
net asset  value.  The figures do not  reflect  expenses  of the  variable  life
insurance  contracts or variable  annuity  contracts  that purchase fund shares;
performance  figures  for the  divisions  of the  contracts  would be lower than
performance figures for the funds due to the additional contract expenses.  Past
performance is not predictive of future performance. Returns and net asset value
fluctuate.  Shares are redeemable at current net asset value,  which may be more
or less than original cost.
    

The  various  indices  included  in the graphs  below are  unmanaged  and do not
reflect  any  commissions  or  fees  which  would  be  incurred  by an  investor
purchasing the securities included in the index.

Growth-Oriented Funds

Principal Balanced Fund

   
This  portfolio  is  designed  to hold a  combination  of both stocks and bonds,
generally a 60/40 split,  and, as a result, is influenced by forces which impact
on each of these  asset  classes.  The  bond  side of the  portfolio,  primarily
influenced by action on the part of the Federal  Reserve to hold down  inflation
by increasing  short-term interest rates,  contributed  virtually nothing to the
net total  return of the  portfolio  this past  fiscal  year.  Income from these
holdings was largely offset by reduced prices caused by the general  increase in
interest  rates.  The common stock  holdings in the portfolio  fared much better
through the positive impact of economic growth on corporate earnings. Investment
results  for the total  portfolio  were  somewhat  below the S&P 500  Index.  No
independent market index is available as a good comparison to a portfolio with a
blend of stock and bond  holdings.  However,  the Lipper  Balanced  Fund average
provides a good reference. As is shown, we slightly outperformed that average in
1994.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Balanced Fund,
S&P 500 Index and Lipper Balanced Fund Average
 

                                        
                              Balanced             Lipper
                                Total   S&P 500   Balanced
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1988    11,637   11,662   11,229
                       1989    12,982   15,357   13,429
                       1990    12,147   14,877   13,355
                       1991    16,321   19,412   16,930
                       1992    18,410   20,893   18,122
                       1993    20,447   22,995   20,066
                       1994    20,019   23,297   19,561
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
- -2.09%            9.05%           10.37%  



    


Principal Capital Accumulation Fund

   
Our strategy  with this  portfolio is to hold common  stocks of a wide number of
established  companies and to vary the emphasis among various types of companies
based on our view of the economy and the value of  companies  based on estimates
of  future  free  cash  flows.  While  it is  impossible  to  ignore  short-term
influences,  we tend  to take  the  longer  view.  Our  approach  might  also be
described as "top down".  We look at the big picture,  then move to  industries,
geography,  markets,  etc., and from there to selection of specific investments.
As  we  have  moved  through  the  current  economic  recovery,  we  have  had a
significant  portion of the  portfolio in stocks of  companies  sensitive to the
economy.  We have continued to sort through these holdings and have been keeping
those  with good  exposure  to  foreign  markets,  and  de-emphasizing  domestic
companies to capture the oncoming recovery we expect in Europe and elsewhere. We
are also  increasing our exposure to companies which we feel have good prospects
for future growth.  This overall  strategy  placed us slightly below the S&P 500
Index and slightly  above Lipper's  Growth and Income Funds in  performance  for
this fiscal year.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Capital Accumulation
Fund, S&P 500 and Lipper Growth & Income Fund Average
 

                              Capital
                          Accumulation S&P 500     Lipper
                                Total    Stock  Growth & Income
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1985    12,750   13,175   12,796
                       1986    14,814   15,636   14,880
                       1987    15,773   16,457   15,154
                       1988    18,048   19,192   17,580
                       1989    20,969   25,271   21,719
                       1990    18,901   24,485   20,752
                       1991    26,210   31,947   26,787
                       1992    28,705   34,382   29,193
                       1993    30,942   37,844   32,564
                       1994    31,094   38,339   32,258
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           10 Year          
 0.49%           8.20%            12.01%  


    

Principal Emerging Growth Fund

   
The stock market did not show much positive  activity until the third quarter of
the  fiscal  year,  at which  time a fairly  significant  comeback  took  place.
However,  most if not all of these  gains were  reversed  by a  downturn  in the
fourth quarter.  We have a sizeable  portion of our portfolio in the healthcare,
technology  and  industrial   cyclical  areas.  These  have  done  well  from  a
performance standpoint this year and on an overall basis helped us move ahead of
the Lipper Mid Cap Average.  However,  we lagged  slightly the S&P 500 index for
the period ended December 31. During the year the Lipper  organization  came out
with their Mid Cap (middle  capitalization sized companies) Average and funds of
this type are  categorized  within that universe.  As a result,  although we are
showing the Lipper  Capital  Appreciation  Average  again this year,  we will be
discontinuing  its  use  as a  comparative  index  because  this  Fund  is  more
comparable  to the mid cap  universe.  Our focus  continues to be on  individual
companies  with  sustainable   growth  which  can  be  purchased  at  reasonable
valuations.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Emerging Growth Fund,
S&P 500 Index, Lipper Mid Cap Fund Average and Lipper Capital Appreciation Fund 
Average



                              Emerging          
                               Growth             Lipper       Lipper
                                Total   S&P 500   Mid Cap      Capital Apprec.
                               Return    Index    Fund Average Fund Average
     Beginning Value           10,000   10,000   10,000         10,000
Year Ended December 31,
                       1988    12,369   11,662   11,476         11,371
                       1989    15,070   15,357   14,586         14,412
                       1990    13,186   14,877   14,067         13,296
                       1991    20,240   19,412   21,275         18,710
                       1992    23,264   20,893   23,213         20,288
                       1993    27,750   22,995   26,625         23,363
                       1994    27,967   23,297   26,079         22,574
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
 0.78%            9.05%           10.37%  

    

Important Notes of the Growth-Oriented Funds:

Standard & Poor's 500 Stock Index:  an unmanaged index of 500 widely held common
stocks representing industrial,  financial, utility and transportation companies
listed  on the  New  York  Stock  Exchange,  American  Stock  Exchange  and  the
Over-the-Counter market.

   
Lipper  Balanced  Fund  Average:  this  average  consists of mutual  funds which
attempt to conserve  principal by maintaining at all times a balanced  portfolio
of both stocks and bonds. Typically, the stock/bond ratio ranges around 60%/40%.
The one year average currently contains 153 mutual funds.

Lipper  Growth & Income  Fund  Average:  this  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one year average currently contains 348 funds.

Lipper Mid Cap Fund Average:  This average consists of funds which by prospectus
or portfolio practice,  limit their investments to companies with average market
capitalizations  and/or  revenues  between $800  million and the average  market
capitalization  of the Wilshire  4500 Index (as  captured by the Vanguard  Index
Extended Market Fund). The one-year average currently contains 75 funds.

Lipper Capital Appreciation Fund Average:  this average consists of mutual funds
which attempt to obtain  maximum  capital  appreciation,  frequently by means of
100% or more portfolio turnover, leveraging, purchasing unregistered securities,
purchasing options, etc. These funds may take large cash positions. The one year
average currently contains 141 mutual funds.
    

Income-Oriented Funds

Principal Bond Fund

   
As  with  nearly  all  mutual  funds  with   portfolios   holding   fixed-income
investments,  the big news this past fiscal  year has been the  general  rise in
interest rates prompted by the Federal Reserve's actions to increase  short-term
rates.  This  followed  an  extended  period of falling  rates  which  generally
benefited  holders of  fixed-income  investments on a total return basis but was
discomforting  to investors  dependent  upon  interest and dividends for ongoing
living expenses.  Bond values move in the opposite  direction of interest rates,
and it is this  relationship  which caused the net asset value of this fund, and
most other fixed-income funds as well, to be flat to negative for the past year.
The total return of any investment is the absolute change in its value (assuming
the  reinvestment  of  income)  over the  stated  period  of time,  taking  into
consideration  both  changes in market  value and the  generation  of income and
other  distributions.  In 1994 the  downward  push of bond values  exceeded  the
positive  contribution of interest income.  However, a prudent investor normally
looks at the longer view of the investment and  anticipates  fluctuations in the
short run. We are making no change in our  approach to  selecting  bonds for the
Fund's portfolio.  We will continue to focus on diversification,  credit quality
and call  protection  while  selecting  bonds to arrive at an average  portfolio
maturity in the ten- to twelve-year range. 

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Bond Fund,
Lehman Brothers BAA Corporate Bond Index and Lipper Corporate Debt BBB Rated
Fund Average
                                        Lehman
                                        Brothers
                                Bond    Corporate  Lipper
                                Total   Debt BBB  Corporate Debt BBB Rated
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1988    10,991   11,129   10,900
                       1989    12,514   12,699   12,060
                       1990    13,167   13,595   12,751
                       1991    15,369   16,113   15,020
                       1992    16,810   17,512   16,258
                       1993    18,771   19,665   18,261
                       1994    18,227   18,707   17,447
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
- -2.90%            7.81%            8.91%  


    

Principal High Yield Fund

   
Over the past year the high yield bond  market  has been  impacted,  as have all
fixed-income  markets,  by the continual  rise in interest  rates.  This market,
including our Fund, has seen a significant  decrease in value as a result of the
rate changes.  However,  on a relative basis the high yield market has performed
well when compared to the fixed-income  alternatives.  Generally speaking,  in a
rising rate  environment,  the below  investment-grade  bonds benefit from their
comparatively  short duration and high current coupon rate. In other words, high
interest  income helps offset losses in  principal.  Within the broad high yield
bond  sector,  we have tended to have our  exposure  primarily  in higher  rated
bonds. In 1994 our favorable  relative  performance  came primarily from holding
securities  in  industries  and of specific  companies  that did well during the
year.  We are hopeful  that our higher  rated (but still among below  investment
grade) holdings will add to our competitive position as we go forward.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the High Yield Fund,
Lehman Brothers High Yield Index and Lipper High Current Yield Fund Average

                                        Lehman
                                High    Brothers
                               Yield    High     Lipper
                                Total   Yield    High Current Yield 
                               Return   Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1988    11,492   11,524   11,298
                       1989    11,735   11,620   11,239
                       1990    10,831   10,506   10,059
                       1991    13,788   15,346   13,876
                       1992    15,798   17,764   16,352
                       1993    17,743   20,803   19,500
                       1994    17,854   20,593   18,753
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
 0.62%            8.76%            8.59%  


    


Important Notes of the Income-Oriented Funds:

   
Lehman  Brothers,  BAA Corporate  Index: an unmanaged index of all publicly
issued fixed rate nonconvertible,  dollar-denominated,  SEC-registered corporate
debt rated Baa or BBB by Moody's or S&P.

Lipper  Corporate Debt BBB Rated Funds Average:  this average consists of mutual
funds  investing at least 65% of their assets in corporate and  government  debt
issues  rated by S&P or Moody's  in the top four  grades.  The one year  average
currently contains 69 mutual funds.
    

Lehman  Brothers  High Yield Index:  an unmanaged  index of all publicly  issued
fixed, dollar-denominated, SEC-registered corporate debt rated Ba1 or lower with
at least $100 million outstanding and one-year or more to maturity.

   
Lipper High Current  Yield Fund Average:  this average  consists of mutual funds
investing  in high  (relative)  current  yield fixed income  securities  with no
quality or maturity restrictions. The mutual funds tend to invest in lower grade
debt issues. The one year average currently contains 93 mutual funds.
    

Note: Mutual fund data from Lipper Analytical Services, Inc.

DETERMINATION OF NET ASSET VALUE OF FUND SHARES

     The net asset  value of each  Fund's  shares is  determined  daily,  Monday
through  Friday,  as of the close of  trading  on the New York  Stock  Exchange,
except on days on which changes in the value of the Fund's portfolio  securities
will not materially  affect the current net asset value of the Fund's redeemable
securities,  on days during  which a Fund  receives no order for the purchase or
sale  of its  redeemable  securities  and no  tender  of  such  a  security  for
redemption, and on customary national business holidays. The net asset value per
share of each Fund is determined by dividing the value of the Fund's  securities
plus all other  assets,  less all  liabilities,  by the  number  of Fund  shares
outstanding.

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.  Other  securities  are valued by
using market quotations, prices provided by market makers or estimates of market
values  obtained from yield data and other factors  relating to  instruments  or
securities   with  similar   characteristics   in  accordance   with  procedures
established in good faith by the Board of Directors.  Securities  with remaining
maturities of 60 days or less are valued at amortized cost when it is determined
by the Board that amortized cost reflects fair value. Other assets are valued at
fair value as determined in good faith by the Board of Directors of the Fund.

     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

     The Money  Market Fund  values its  securities  at  amortized  cost.  For a
description of this calculation procedure see the Funds' Statement of Additional
Information.

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.  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.  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.  Any  performance  data  quoted for the Funds  represents  only
historical performance and is not intended to indicate future performance of the
Funds.  The  calculation  of average annual total return and yield for the Funds
does not include  fees and charges of the separate  accounts  that invest in the
Funds and,  therefore,  does not reflect  the  investment  performance  of those
separate accounts.  For further information on how the Funds calculate yield and
total return figures, see the Statement of Additional Information.

Average Annual Total Return

     Each Fund may advertise its respective average annual total return. 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.  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.

Yield and Effective Yield

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

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund so qualifies it will be exempt from federal  income tax upon the amounts so
distributed to investors.

     Any dividends from the net investment income of the Funds (except the Money
Market Fund) will normally be payable to the shareholders  annually, and any net
realized  gains will be  distributed  annually.  All dividends and capital gains
distributions are applied to purchase  additional Fund shares at net asset value
as of the payment date without the imposition of any sales charge.

     Each Fund will  notify  shareholders  of the  portion of each  distribution
which  constitutes  investment income or capital gain. In view of the complexity
of tax considerations,  it is advisable for Eligible Purchasers  considering the
purchase of shares of the Funds to consult  with tax advisors on the federal and
state tax aspects of their investments and redemptions.

Money Market Fund

     The Money Market Fund  declares  dividends of all its daily net  investment
income on each day the Fund's net asset value per share is determined. Dividends
are payable daily and are automatically reinvested in full and fractional shares
of the Fund at the then  current net asset value unless a  shareholder  requests
payment in cash.

     Net  investment  income,  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 the Fund.

     Since the Fund's policy is, under normal  circumstances,  to hold portfolio
securities to maturity and to value  portfolio  securities at amortized cost, it
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 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 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 investing 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.

     The Board of Directors 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 affect on shareholders.

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

     Only  Eligible  Purchasers  may  purchase  shares  of the  Funds.  Eligible
Purchasers  are  limited to (a)  separate  accounts  of  Principal  Mutual  Life
Insurance  Company or of other insurance  companies;  (b) Principal  Mutual Life
Insurance Company or any subsidiary or affiliate thereof;  (c) trustees or other
managers of any qualified profit sharing, incentive or bonus plan established by
Principal Mutual Life Insurance  Company or any subsidiary or affiliate  thereof
for the  employees of such company,  subsidiary  or affiliate.  Such trustees or
managers  may  purchase  Fund  shares  only in their  capacities  as trustees or
managers  and not for their  personal  accounts.  The Board of Directors of each
Fund  reserves  the  right to  broaden  or limit  the  designation  of  Eligible
Purchasers.

     Principal Balanced,  Principal Bond,  Principal Capital  Accumulation Fund,
Principal  Emerging  Growth and  Principal  Money  Market  Fund each serve as an
underlying  investment  medium for variable annuity  contracts and variable life
insurance policies that are funded in separate accounts established by Principal
Mutual Life Insurance  Company.  It is conceivable  that in the future it may be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  Principal Mutual Life Insurance Company nor the Funds currently foresee
any such  disadvantages  either to variable life  insurance  policy owners or to
variable  annuity  contract  owners,  each Fund's Board of Directors  intends to
monitor events in order to identify any material  conflicts  between such policy
owners and contract owners and to determine what action, if any, should be taken
in response thereto. Such action could include the sale of Fund shares by one or
more of the separate accounts,  which could have adverse consequences.  Material
conflicts  could result from, for example,  (1) changes in state insurance laws,
(2) changes in Federal income tax law, (3) changes in the investment  management
of the Fund, or (4)  differences in voting  instructions  between those given by
policy owners and those given by contract owners.

     Shares are  purchased  from Princor  Financial  Services  Corporation,  the
principal  underwriter  for the Funds.  There are no sales charges on the Funds'
shares.  There are no  restrictions  on  amounts  to be  invested  in the Funds'
shares.

     Shareholder accounts for each Fund will be maintained under an open account
system. Under this system, an account is automatically opened and maintained for
each new  investor.  Each  investment  is  confirmed  by sending the  investor a
statement of account showing the current purchase and the total number of shares
then  owned.  The  statement  of account is treated by each Fund as  evidence of
ownership  of Fund  shares in lieu of stock  certificates,  and  unless  written
request is made to the Fund, stock  certificates will not be issued or delivered
to investors.  Certificates, which can be stolen or lost, are unnecessary except
for special purposes such as collateral for a loan.  Fractional interests in the
Funds' shares are reflected to three decimal places in the statement of account,
but any stock certificates will be issued only for full shares owned.

     If an offer to purchase  shares is received by any of the Funds  before the
close of trading on the New York Stock  Exchange,  the shares  will be issued at
the offering price (net asset value of Fund shares)  computed on that day. If an
offer is received  after the close of trading or on a day which is not a trading
day,  the shares  will be issued at the  offering  price  computed  on the first
succeeding  day on which a price is  determined.  Dividends  on the Money Market
Fund  shares  will be paid on the next day  following  the  effective  date of a
purchase order.

SHAREHOLDER RIGHTS

     The following  information  is  applicable to each of the Principal  Funds.
Each  Fund  share is  entitled  to one vote  either in person or by proxy at all
shareholder  meetings  for that  Fund.  This  includes  the right to vote on the
election of directors,  selection of independent  accountants  and other matters
submitted  to meetings of  shareholders.  Each share has equal rights with every
other share as to dividends, earnings, voting, assets and redemption. Shares are
fully paid and  non-assessable,  and have no preemptive  or  conversion  rights.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately  the same rights,  including  voting, as are provided for a full
share.  Shareholders  of each of these  Funds may  remove any  director  with or
without  cause by the vote of a majority  of the votes  entitled to be cast at a
meeting of shareholders.

     The bylaws of each Fund provide that the Board of Directors of the Fund may
increase or decrease the aggregate number of shares which the Fund has authority
to issue without a shareholder vote.

     The bylaws of each Fund also  provide that the Fund need not hold an annual
meeting of  shareholders  in any year in which none of the following is required
to be  acted  on by  shareholders  under  the  Investment  Company  Act of 1940:
election of directors;  approval of investment advisory agreement;  ratification
of selection of independent  public  accountants;  and approval of  distribution
agreement.  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.

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

     NON-CUMULATIVE  VOTING: The Funds' shares have non-cumulative voting rights
which  means  that the  holders  of more than 50% of the  shares  voting for the
election of directors  of a Fund can elect 100% of the  directors if they choose
to do so, and in such event,  the holders of the remaining shares voting for the
election of directors will not be able to elect any directors.

     Principal Mutual Life Insurance  Company votes each Fund's shares allocated
to each of its separate accounts  registered under the Investment Company Act of
1940 and attributable to variable  annuity  contracts or variable life insurance
policies  participating  therein in accordance with  instructions  received from
contract or policy holders,  participants  and annuitants.  Other shares of each
Fund held by each  registered  separate  account,  including  those for which no
timely  instructions  are received,  are voted in proportion to the instructions
that are received  with respect to contracts or policies  participating  in that
separate  account.  Shares of each of the Funds held in the  general  account of
Principal Mutual Life Insurance Company or in its unregistered separate accounts
are voted in  proportion to the  instructions  that are received with respect to
contracts and policies participating in its registered and unregistered separate
accounts.  If Principal  Mutual  determines  pursuant to  applicable  law that a
Fund's  shares held in one or more separate  accounts or in its general  account
need  not  be  voted   pursuant  to   instructions   received  with  respect  to
participating  contracts or policies,  it then may vote those Fund shares in its
own right.

REDEMPTION OF SHARES

     Except for the third paragraph below,  most of the following  discussion of
redemption  procedures  is  relevant  only to  Eligible  Purchasers  other  than
variable  annuity and variable life separate  accounts of Principal  Mutual Life
Insurance Company, and its wholly-owned subsidiaries.

     Each Fund will  redeem  its  shares  upon  request.  There is no charge for
redemption.  If no certificates have been issued, a shareholder  simply writes a
letter to the appropriate  Fund requesting  redemption of any part or all of the
shares.  The letter  must be signed  exactly as the  account is  registered.  If
certificates have been issued, they must be properly endorsed and forwarded with
the request.  If payment is to be made to the  registered  shareholder  or joint
shareholders,  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. The
price at which the shares are redeemed  will be the net asset value per share as
next  computed  after the  request  (with  appropriate  certificate,  if any) is
received by the Fund in proper and complete form. 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.

     Redemption proceeds will be sent within seven days after receipt of request
for  redemption  in proper  form.  However,  each Fund may  suspend the right of
redemption  during any period when (a) trading on the New York Stock Exchange is
restricted  as  determined  by the  Securities  and Exchange  Commission or such
Exchange  is closed for other  than  weekends  and  holidays;  (b) an  emergency
exists, as determined by the Securities and Exchange Commission,  as a result of
which  (i)  disposal  by the Fund of  securities  owned by it is not  reasonably
practicable,  or (ii) it is not  reasonably  practicable  for the Fund fairly to
determine the value of its net assets; or (c) the Commission by order so permits
for the  protection  of security  holders of the Fund. If a Fund is requested to
redeem  shares for which good  payment has not yet been  received,  the Fund may
delay  transmittal  of redemption  proceeds  until such time as good payment has
been  collected for the purchase of such shares (which may take up to 15 days or
more). To avoid the inconvenience of such a delay,  shares may be purchased with
a certified check, bank cashier's check or money order.  During the period prior
to the time a redemption  from the Money Market Fund is effective,  dividends on
such shares will accrue and be payable and the  shareholder  will be entitled to
exercise all other rights of beneficial ownership.

     Restricted  Transfer:  Shares of each of the Funds may be transferred to an
Eligible Purchaser.  However, whenever any of the Funds is requested to transfer
shares  to other  than an  Eligible  Purchaser,  the  Fund has the  right at its
election  to  purchase  such  shares  at their net asset  value  next  effective
following  the time at which the request for  transfer is  presented;  provided,
however,  that the Fund must notify the transferee or transferees of such shares
in writing  of its  election  to  purchase  such  shares  within  seven (7) days
following the date of such request and  settlement for such shares shall be made
within such seven-day period.

ADDITIONAL INFORMATION

     Custodian: Bank of America National Trust and Savings Association, 2 Rector
Street,  New York, New York 10006, is custodian of the portfolio  securities and
cash  assets of each of the Funds.  The  custodian  performs  no  managerial  or
policymaking functions for the Funds.

     Organization and Share Ownership:  The Funds were incorporated in the state
of Maryland on the following dates: Balanced Fund - November 26, 1986; Bond Fund
- -  November  26,  1986;  Capital  Accumulation  Fund - May 26,  1989  (effective
November 1, 1989  succeeded to the business of a predecessor  Fund that had been
incorporated  in Delaware on February 6, 1969);  Emerging Growth Fund - February
20, 1987;  High Yield Fund - December 2, 1986;  and Money Market Fund - June 10,
1982.  Principal  Mutual  Life  Insurance  Company  owns  100%  of  each  Fund's
outstanding shares.

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000 shares of common stock (500,000,000 for Principal Money Market Fund,
Inc.), $.01 par value.

   
     Financial Statements:  Copies of the financial statements of each Fund will
be mailed to each shareholder of that Fund  semi-annually.  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 the Funds' Statement of Additional Information can be
obtained upon request,  free of charge,  by writing or telephoning the Fund. 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,   The
Principal  Financial  Group,  Des  Moines,  Iowa  50392-0200,  is the  principal
underwriter for each of the Principal Funds.




     The  Principal(R)  Mutual  Funds  ("Principal  Funds")  described  in  this
Prospectus  are a  family  of  separately  incorporated,  diversified,  open-end
management investment companies, commonly called mutual funds, which provide the
following range of investment objectives:

   
                             Growth-Oriented Funds
PRINCIPAL  Balanced Fund, Inc. seeks to generate a total return  consisting
of current income and capital  appreciation  while assuming  reasonable risks in
furtherance of the investment objective.
    

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

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

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

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

                             Income-Oriented Funds
PRINCIPAL Bond Fund,  Inc. seeks to provide as high a level of income as is
consistent with preservation of capital and prudent investment risk.

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

                               Money Market Fund
PRINCIPAL Money Market 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  all of its assets in a portfolio of
money market instruments.

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

     This Prospectus concisely states information about the Principal Funds that
an investor ought to 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  Statement of Additional
Information,  dated March 31, 1995.  The Statement of Additional  Information is
incorporated  by  reference  into this  Prospectus.  A copy of the  Statement of
Additional Information can be obtained free of charge by writing or telephoning:
    

                             Principal Mutual Funds
                         The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

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 March 31, 1995.
    

<PAGE>
                               TABLE OF CONTENTS

   
                                                                            Page
Summary ...................................................................    3
Financial Highlights ......................................................    5
Investment Objectives, Policies and Restrictions ..........................    7
Certain Investment Policies and Restrictions ..............................   13
Manager and Sub-Advisor ...................................................   16
Duties Performed by the Manager and Sub-Advisor ...........................   17
Managers' Comments ........................................................   18
Determination of Net Asset Value of Fund Shares ...........................   22
Performance Calculation ...................................................   23
Income Dividends, Distributions and Tax Status ............................   24
Eligible Purchasers and Purchase of Shares ................................   24
Shareholder Rights ........................................................   25
Redemption of Shares ......................................................   26
Additional Information ....................................................   26
    


     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. 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.

SUMMARY

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

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment companies.

Who may purchase shares of the Funds?

     Shares of the Funds are  available  only to Eligible  Purchasers  which are
limited to: (a) separate  accounts of Principal Mutual Life Insurance Company or
of other insurance companies; (b) Principal Mutual Life Insurance Company or any
subsidiary or affiliate thereof; (c) trustees or other managers of any qualified
profit  sharing,  incentive or bonus plan  established by Principal  Mutual Life
Insurance  Company or any  subsidiary or affiliate  thereof for the employees of
such  company,  subsidiary  or  affiliate.  The Board of  Directors of each Fund
reserves the right to broaden or limit the designation of Eligible Purchasers.

What do the Funds offer investors?

     Professional Investment Management: Experienced securities analysts provide
each Fund with professional investment management.

     Diversification: Each Fund will diversify by investing in securities issued
by a number of issuers doing business in a variety of industries  and/or located
in different geographical regions. Diversification reduces investment risk.

     Economies of Scale: Pooling individual shareholder's  investments in any of
the Funds creates administrative efficiencies.

     Redeemability:  Upon  request each Fund will redeem its shares and promptly
pay the  investor  the  current  net asset  value of the  shares  redeemed.  See
"Redemption of Shares."

What are the Funds' investment objectives?

                             Growth-Oriented Funds

     The  investment  objective  of Principal  Balanced  Fund,  Inc.  (sometimes
referred  to as the  Balanced  Fund)  is to seek  to  generate  a  total  return
consisting of current income and capital  appreciation while assuming reasonable
risks in furtherance of this objective.

     The primary  investment  objective of Principal Capital  Accumulation Fund,
Inc.  (sometimes  referred to as the  Capital  Accumulation  Fund) is  long-term
capital  appreciation  and its  secondary  investment  objective  is  growth  of
investment income.  The Fund seeks to achieve its investment  objectives through
the  purchase  primarily  of  common  stocks,  but the Fund may  invest in other
securities.

     The investment objective of Principal Emerging Growth Fund, Inc. (sometimes
referred to as the Emerging Growth Fund) is to achieve  capital  appreciation by
investing  primarily  in  securities  of  emerging  and  other   growth-oriented
companies.

     The investment objective of Principal Growth Fund, Inc. (sometimes referred
to as the Growth  Fund) is 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.

     The investment  objective of Principal World Fund, Inc. (sometimes referred
to as the World Fund) is to seek  long-term  growth of capital by investing in a
portfolio of equity securities domiciled in any of the nations of the world.

                             Income-Oriented Funds

     The investment  objective of Principal Bond Fund, Inc.  (sometimes referred
to as the Bond Fund) is to  provide  as high a level of income as is  consistent
with preservation of capital and prudent investment risk.

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

                               Money Market Fund

     The investment  objective of Principal Money Market Fund,  Inc.  (sometimes
referred  to as the  Money  Market  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 all of its
assets in a portfolio of 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."

Who serves as Manager for the Funds?

   
     Princor  Management  Corporation,   a  corporation  organized  in  1969  by
Principal Mutual Life Insurance  Company,  is the Manager for each of the Funds.
It is also the dividend  disbursing and transfer agent for the Principal  Funds.
In order to provide  investment  advisory services for the Balanced,  Growth and
World  Funds the Manager  has  executed  sub-advisory  agreements  with  Invista
Capital  Management,  Inc.  ("Invista"  or  "Sub-Advisor").   See  "Manager  and
Sub-Advisor."
    

What fees and expenses apply to ownership of shares of the Funds?

     The following  table  depicts fees and expenses  applicable to the purchase
and ownership of shares of each of the Funds.

   
                                            ANNUAL FUND OPERATING EXPENSES
                                        (As a Percentage of Average Net Assets)
                             Management         Other       Total Operating
       Fund                     Fee           Expenses         Expenses
Balanced Fund                   .60              .09              .69
Bond Fund                       .50              .08              .58
Capital Accumulation Fund       .49              .02              .51
Emerging Growth Fund            .65              .09              .74
Government Securities Fund      .50              .06              .56
Growth Fund                     .50              .25*             .75*
Money Market Fund               .50              .10              .60
World Fund                      .75              .49*            1.24*
    

*Based on estimated amounts for the current fiscal year.

                                    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:

   
                                                 Period (in years)
          Fund                        1         3            5         10
Balanced Fund                        $7        $22          $38       $86
Bond Fund                            $6        $19          $32       $73
Capital Accumulation Fund            $5        $16          $29       $64
Emerging Growth Fund                 $8        $24          $41       $92
Government Securities Fund           $6        $18          $31       $70
Growth Fund                          $8        $24
Money Market Fund                    $6        $19          $33       $75
World Fund                          $13        $39
    

This  Example  is based on the  Annual  Fund  Operating  expenses  for each Fund
described  above.  Please  remember that the Example  should not be considered a
representation  of past or  future  expenses  and that  actual  expenses  may be
greater or less than shown.

     The purpose of the above table is to assist the  investor in  understanding
the  various  expenses  that an  investor  in the Funds  will bear  directly  or
indirectly. See "Duties Performed by the Manager and Sub-Advisor."

FINANCIAL HIGHLIGHTS

     The following financial highlights for the periods ended  December 31, 1994
and prior thereto are derived from financial  statements which have been audited
by Ernst & Young LLP, independent  auditors.  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.

<PAGE>

   
                      Income from Investment Options      Less Distributions
                      ------------------------------ ---------------------------
                              Net Realized           Dividends
                                  and       Total      from     Distri-
             Net Asset  Net    Unrealized    from       Net     bution
             Value at  Invest-    Gain      Invest-   Invest-    from     Total
             Beginning  ment   (Loss) on     ment      ment     Capital  Distri-
             of Period Income Investments Operations  Income     Gains   butions
             --------- ------ ----------- ----------  ------     -----   -------
Principal
Balanced
Fund, Inc.(e)
Year Ended
 December 31,
   1994         12.77     .37    (.64)       (.27)    (.37)      (.18)     (.55)
   1993         12.58     .42     .95        1.37     (.42)      (.76)    (1.18)
Six Months
Ended
 December 31,
   1992(d)      12.93     .23     .75         .98     (.47)      (.86)    (1.33)
Year Ended
 June 30,
   1992         11.33     .47    1.61        2.08     (.48)        -       (.48)
   1991         10.79     .54     .59        1.13     (.57)      (.02)     (.59)
   1990         11.89     .60    (.48)        .12     (.63)      (.59)    (1.22)
   1989         11.75     .62     .30         .92     (.55)      (.23)     (.78)
Period Ended
 June 30,
   1988(c)      10.00     .27    1.51        1.78     (.03)        -       (.03)

Principal
Bond Fund, Inc.
Year Ended
 December 31,
   1994         11.16     .72   (1.04)       (.32)    (.72)        -       (.72)
   1993         10.77     .88     .38        1.26     (.87)        -       (.87)
Six Months
Ended
 December 31,
   1992(d)      11.08     .45     .13         .58     (.89)        -       (.89)
Year Ended
 June 30,
   1992         10.64     .91     .46        1.37     (.93)        -       (.93)
   1991         10.72     .94    (.06)        .88     (.96)        -       (.96)
   1990         10.92     .95    (.21)        .74     (.94)        -       (.94)
   1989         10.68    1.15     .17        1.32     (.96)      (.12)    (1.08)
Period Ended
 June 30,
   1988(c)      10.00     .32     .40         .72     (.04)        -       (.04)

Principal
Capital
Accumulation
Fund, Inc.
Year Ended
 December 31,
   1994         24.61     .62    (.49)        .13     (.61)      (.69)    (1.30)
   1993         25.19     .61    1.32        1.93     (.60)     (1.91)    (2.51)
Six Months
Ended
 December 31,
   1992(d)      26.03     .31    1.84        2.15     (.64)     (2.35)    (2.99)
Year Ended
 June 30,
   1992         23.35     .65    2.70        3.35     (.67)        -       (.67)
   1991         22.48     .74    1.22        1.96     (.79)      (.30)    (1.09)
   1990         23.63     .79     .14         .93     (.81)     (1.27)    (2.08)
   1989         23.23     .77    1.32        2.09     (.68)     (1.01)    (1.69)
   1988         27.51     .60   (1.50)       (.90)    (.69)     (2.69)    (3.38)
   1987         25.48     .40    4.46        4.86     (.50)     (2.33)    (2.83)
   1986         21.93     .51    6.65        7.16     (.66)     (2.95)    (3.61)
   1985         20.50     .67    3.73        4.40     (.59)     (2.38)    (2.97)
    


<PAGE>
   
                                            Ratios/Supplemental Data
                                ------------------------------------------------
                                                           Ratio of
                                Net Assets                    Net
             Net Asset            at End     Ratio of     Investment
             Value at           of Period    Expenses      Income to   Portfolio
                End      Total    (in       to Average      Average     Turnover
             of Period  Return  thousands)  Net Assets    Net Assets      Rate
             ---------  ------  ----------  ----------    -----------  ---------
Principal
Balanced
Fund, Inc.(e)
Year Ended
 December 31,
   1994        11.95  (2.09)%      25,043    .69%         3.42%         31.5%
   1993        12.77  11.06%       21,399    .69%         3.30%         15.8%
Six Months
Ended
 December 31,
   1992(d)     12.58   8.00%(b)    18,842   .73%(a)       3.71%(a)      38.4%(a)
Year Ended
 June 30,
   1992        12.93  18.78%       17,344   .72%          3.80%         26.6%
   1991        11.33  11.36%       14,555   .73%          5.27%         27.1%
   1990        10.79    .87%       13,016   .74%          5.52%         33.1%
   1989        11.89   8.55%       12,751   .74%          5.55%         29.3%
Period Ended
 June 30,
   1988(c)     11.75  17.70%(b)    11,469   .80%(a)       4.96%(a)      41.7%(a)

Principal
Bond Fund, Inc.
Year Ended
 December 31,
   1994        10.12  (2.90)%      17,108   .58%          7.86%         18.2%
   1993        11.16  11.67%       14,387   .59%          7.57%         14.0%
Six Months
Ended
 December 31,
   1992(d)     10.77   5.33%(b)    12,790   .62%(a)       8.10%(a)       6.7%(a)
Year Ended
 June 30,
   1992        11.08  13.57%       12,024   .62%          8.47%          6.1%
   1991        10.64   8.94%       10,552   .63%          9.17%          2.7%
   1990        10.72   7.15%        9,658   .64%          9.09%          0.0%
   1989        10.92  13.51%        9,007   .64%          9.18%         12.2%
Period Ended
 June 30,
   1988(c)     10.68   6.06%(b)    17,598   .58%(a)       8.11%(a)      68.8%(a)

Principal
Capital
Accumulation
Fund, Inc.
Year Ended
 December 31,
   1994        23.44    .49%      120,572   .51%          2.36%         44.5%
   1993        24.61   7.79%      128,515   .51%          2.49%         25.8%
Six Months
Ended
 December 31,
   1992(d)     25.19   8.81%(b)   105,355   .55%(a)       2.56%(a)      39.7%(a)
Year Ended
 June 30,
   1992        26.03  14.53%       94,596   .54%          2.65%         34.8%
   1991        23.35   9.46%       76,537   .53%          3.53%         14.0%
   1990        22.48   3.94%       74,008   .56%          3.56%         30.2%
   1989        23.63  10.02%       68,132   .57%          3.53%         23.5%
   1988        23.23  (2.67)%      62,696   .60%          2.76%         26.7%
   1987        27.51  22.17%       57,478   .63%          1.99%         16.1%
   1986        25.48  38.37%       35,960   .60%          2.63%         37.8%
   1985        21.93  25.95%       22,898   .59%          3.33%         42.9%
    

<PAGE>

(a) Computed on an annualized basis.
(b) Total return amounts have not been annualized.
(c) Period  from  December  18,  1987,  date  shares  first  offered to eligible
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.01
    per share for the period from the initial purchase of shares on December 10,
    1987 through December 17, 1987 was recognized,  all of which was distributed
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.
    This  represented  activity  of the fund prior to the  initial  offering  of
    shares to eligible purchasers.
(d) Effective July 1, 1992, the fund changed its fiscal year end from June 30 to
    December 31.
(e) Effective May 1, 1994, the name of Principal Managed Fund, Inc. was changed 
    to Principal Balanced Fund, Inc.

<PAGE>
                   
   
                      Income from Investment Options      Less Distributions
                      ------------------------------ ---------------------------
                              Net Realized           Dividends
                                  and       Total      from     Distri-
             Net Asset  Net    Unrealized    from       Net     bution
             Value at  Invest-    Gain      Invest-   Invest-    from     Total
             Beginning  ment   (Loss) on     ment      ment     Capital  Distri-
             of Period Income Investments Operations  Income     Gains   butions
             --------- ------ ----------- ----------  ------     -----   -------
Principal
Emerging
Growth
Fund, Inc.(f)
Year Ended
 December 31,
   1994       $20.79    $.14     $ .03       $ .17     $(.14)  $ (.85)   $ (.99)
   1993        18.91     .17      3.47        3.64      (.17)   (1.59)    (1.76)
Six Months
Ended
 December 31,
   1992(g)     15.97     .10      3.09        3.19      (.21)    (.04)     (.25)
Year Ended
 June 30,
   1992        13.93     .21      2.04        2.25      (.21)      -       (.21)
   1991        14.25     .20       .50         .70      (.23)    (.79)    (1.02)
   1990        13.35     .24       .87        1.11      (.20)    (.01)     (.21)
   1989        12.85     .16      1.35        1.51      (.11)    (.90)    (1.01)
Period Ended
 June 30,
   1988(c)     10.00     .05      2.83        2.88      (.03)      -       (.03)

Principal
Government
Securities
Fund, Inc.
Year Ended
 December 31,
   1994        10.61     .76     (1.24)       (.48)     (.75)      -       (.75)
   1993        10.28     .71       .33        1.04      (.71)      -       (.71)
Six Months
Ended
 December 31,
   1992(g)     10.93     .40       .04         .44      (.78)    (.31)    (1.09)
Year Ended
 June 30,
   1992        10.24     .80       .71        1.51      (.81)    (.01)     (.82)
   1991        10.05     .80       .24        1.04      (.81)    (.04)     (.85)
   1990        10.05     .78        -          .78      (.78)      -       (.78)
   1989         9.37     .80       .34        1.14      (.46)      -       (.46)
   1988         9.47     .78      (.09)        .69      (.79)      -       (.79)
Period Ended
 June 30,
   1987(d)     10.00     .18      (.59)       (.41)     (.12)      -       (.12)

Principal
Growth
Fund, Inc.
Period Ended
 December 31,
   1994(e)      9.60     .07       .51        .58       (.08)       -      (.08)

Principal
Money Market
Fund, Inc.
Year Ended
 December 31,
   1994         1.000    .037       -         .037      (.037)      -     (.037)
   1993         1.000    .027       -         .027      (.027)      -     (.027)
Six Months
Ended
 December 31,
   1992(g)      1.000    .016       -         .016      (.016)      -     (.016)
Year Ended
 June 30,
   1992         1.000    .046       -         .046      (.046)      -     (.046)
   1991         1.000    .070       -         .070      (.070)      -     (.070)
   1990         1.000    .077       -         .077      (.077)      -     (.077)
   1989         1.000    .083       -         .083      (.083)      -     (.083)
   1988         1.000    .064       -         .064      (.064)      -     (.064)
   1987         1.000    .057       -         .057      (.057)      -     (.057)
   1986         1.000    .070       -         .070      (.070)      -     (.070)
   1985         1.000    .089       -         .089      (.089)      -     (.089)

Principal
World
Fund, Inc.
Period Ended
 December 31,
   1994(e)      9.94     .03      (.33)      (.30)      (.07)     (.01)    (.08)
    

<PAGE>

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

Principal
Emerging
Growth
Fund, Inc.(f)
Year Ended
 December 31,
   1994       $19.97     .78%    $23,912      .74%         1.15%        12.0%
   1993        20.79   19.28%     12,188      .78%          .89%        22.4%
Six Months
Ended
 December 31,
   1992(g)     18.91   20.12%(b)   9,693      .81%(a)      1.24%(a)      8.6%(a)
Year Ended
 June 30,
   1992        15.97   16.19%      7,829      .82%         1.33%        10.1%
   1991        13.93    5.72%      6,579      .89%         1.70%        11.1%
   1990        14.25    8.32%      6,067      .88%         1.74%        17.9%
   1989        13.35   13.08%      5,509      .90%         1.31%        21.4%
Period Ended
 June 30,
   1988(c)     12.85   28.72%(b)   4,857      .94%(a)       .64%(a)      4.6%(a)

Principal
Government
Securities
Fund, Inc.
Year Ended
 December 31,
   1994         9.38   (4.53)%    36,121      .56%         7.05%        23.2%
   1993        10.61   10.07%     36,659      .55%         7.07%        20.4%
Six Months
Ended
 December 31,
   1992(g)     10.28    4.10%(b)  31,760      .59%(a)      7.35%(a)     34.5%(a)
Year Ended
 June 30,
   1992        10.93   15.34%     33,022      .58%         7.84%        38.9%
   1991        10.24   10.94%     26,021      .59%         8.31%         4.2%
   1990        10.05    8.16%     21,488      .61%         8.48%        18.7%
   1989        10.05   12.61%     15,890      .63%         8.68%         3.7%
   1988         9.37    7.69%     12,902      .66%         8.47%         2.7%
Period Ended
 June 30,
   1987(d)      9.47    (.94)%(b) 10,778      .64%(a)      8.50%(a)       .2%

Principal
Growth
Fund, Inc.
Period Ended
 December 31,
   1994(e)     10.10   5.42%(b)   13,086      .75%(a)      2.39%(a)       .9%(a)

Principal
Money Market
Fund, Inc.
Year Ended
 December 31,
   1994        1.000   3.76%      29,372      .60%         3.81%           N/A
   1993        1.000   2.69%      22,753      .60%         2.64%           N/A
Six Months
Ended
 December 31,
   1992(g)     1.000   1.54%(b)   27,680      .59%(a)      3.10%(a)        N/A
Year Ended
 June 30,
   1992        1.000   4.64%      25,194      .57%         4.54%           N/A
   1991        1.000   7.20%      26,509      .56%         6.94%           N/A
   1990        1.000   8.37%      26,588      .57%         8.05%           N/A
   1989        1.000   8.59%      20,707      .61%         8.40%           N/A
   1988        1.000   6.61%      14,571      .64%         6.39%           N/A
   1987        1.000   5.78%      11,902      .65%         5.68%           N/A
   1986        1.000   7.35%       8,896      .69%         7.06%           N/A
   1985        1.000   9.19%       7,720      .76%         8.80%           N/A

Principal
World
Fund, Inc.
Period Ended
 December 31,
   1994(e)      9.56  (3.37)%(b)  13,746     1.24%(a)      1.31%(a)     14.4%(a)
    
<PAGE>

   
(a) Computed on an annualized basis.
(b) Total return amounts have not been annualized.
(c) Period  from  December  18,  1987,  date  shares  first  offered to eligible
    purchasers,  through June 30, 1988. Net investment  income  aggregating $.01
    per share for the period from the initial purchase of shares on December 10,
    1987 through December 17, 1987 was recognized,  all of which was distributed
    to the Fund's sole  stockholder,  Principal  Mutual Life Insurance  Company.
    This  represented  activity  of the fund prior to the  initial  offering  of
    shares to eligible purchasers.
(d) Period from April 9, 1987, date shares first offered to the public,  through
    June 30, 1987. Net  investment  income,  aggregating  $.01 per share for the
    period  from the initial  purchase  of shares on October  31,  1987  through
    December 17, 1987 was recognized, all of which was distributed to the Fund's
    sole stockholder,  Principal Mutual Life Insurance Company. This represented
    activity  of the Fund prior to the  initial  offering  of shares to eligible
    purchasers.
(e) Period  from May 1, 1994,  date  shares  first  offered  to public,  through
    December 31, 1994. Net  investment  income,  aggregating  $.01 per share for
    Principal  Growth Fund,  Inc. and $.04 per share for  Principal  World Fund,
    Inc.  for the period from the  initial  purchase of shares on March 23, 1994
    through April 30, 1994, was recognized, none of which was distributed to the
    sole  stockholder,  Principal  Mutual  Life  Insurance  Company,  during the
    period. Additionally,  Principal Growth Fund, Inc. and Principal World Fund,
    Inc.  incurred  unrealized losses on investments of $.41 and $.10 per share,
    respectively, during the initial interim period. This represented activities
    of each fund prior to the initial public offering of fund shares.
(f) Effective May 1, 1992, the name of Principal Aggressive Growth Fund, Inc. 
    was changed to Principal Emerging Growth Fund, Inc.
(g) Effective July 1, 1992 the fund changed its fiscal year end from June 30 to 
    December 31.
    


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  Principal  Funds  currently  include  four Funds  which  seek  capital
appreciation  through  investments  in  equity  securities   (Principal  Capital
Accumulation  Fund,  Principal  Emerging Growth Fund,  Principal Growth Fund and
Principal  World  Fund)  and one  Fund  which  seeks a total  investment  return
including both capital appreciation and income through investments in equity and
debt securities  (Principal  Balanced Fund).  These five Funds are  collectively
referred to as the Growth-Oriented Funds.

     The  Growth-Oriented  Funds may invest in the following equity  securities:
common stocks;  preferred  stocks and debt securities that are convertible  into
common  stock,  that carry  rights or warrants to purchase  common stock or that
carry rights to participate  in earnings;  rights or warrants to subscribe to or
purchase any of the foregoing securities; and American Depositary Receipts based
on any of the foregoing securities.  The Capital Accumulation,  Emerging Growth,
Growth and World Funds will seek to be fully invested under normal conditions in
equity securities.  When, in the opinion of the Manager or Sub-Advisor,  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.  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.

Principal Balanced Fund

     The investment  objective of Principal Balanced Fund is to generate a total
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 judgment of the
Sub-Advisor, Invista, 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 Sub-Advisor
will seek to minimize declines in the net asset value per share. However,  there
is no guarantee that the Sub-Advisor 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
Sub-Advisor 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  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.   See  "Below
Investment-Grade  Bonds" for a  discussion  of the risks  associated  with these
securities.  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.  The Fund will not  concentrate  its
investments in any industry.

     In selecting  common  stocks,  the  Sub-Advisor  seeks  companies  which it
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  Sub-Advisor  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 Sub-Advisor 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  short-term  money  market  investments  in which  the Fund may  invest
include the  following:  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 $1 billion.

     The  United  States  government  securities  in which  the Fund may  invest
include 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 Capital Accumulation Fund

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

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

Principal Emerging Growth Fund

     The  objective  of  Principal  Emerging  Growth Fund is to achieve  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 Emerging  Growth Fund may invest,  for any period of
time, in any industry, in any kind of growth-oriented  company,  whether new and
unseasoned or well known and established.

     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  prepared  to  experience   above-average
fluctuations  in net asset value,  to assume  above-average  investment  risk in
search  of  above-average  return,  and to  consider  the  Fund  as a  long-term
investment and not as a vehicle for seeking short-term profits.  Moreover, since
the  Fund  will not be  seeking  current  income,  investors  should  not view a
purchase of Fund shares as a complete investment program.

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
Sub-Advisor,  Invista,  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 World Fund

     The  investment  objective  of  Principal  World Fund is to seek  long-term
growth of capital  through  investment  in a portfolio of equity  securities  of
companies domiciled in any of the nations of the world. In choosing  investments
in equity securities of foreign and United States corporations, the Sub-Advisor,
Invista, 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 "Foreign Securities."

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

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

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

INCOME-ORIENTED FUNDS

     The Principal Funds currently  include two Funds which seek a high level of
income through investments in fixed-income  securities  (Principal Bond Fund and
Principal   Government   Securities  Fund)  collectively   referred  to  as  the
"Income-Oriented  Funds." An investment in either 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. Each Fund's 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 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,  exclusive  of cash  items,  in one or more of the  following  kinds  of
securities:  (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 Standard & Poor's  Corporation  (AAA, AA, A or BBB) or by
Moody's Investors Service,  Inc. (Aaa, Aa, A or Baa) or which, if lower-rated or
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 other fixed income securities,  including domestic and
foreign  corporate debt  securities or preferred  stocks,  in common stocks that
provide  returns  that  compare  favorably  with  the  yields  on  fixed  income
investments, and in 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.  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).  See "Below Investment-Grade Bonds" for a
discussion of the risks associated with these  securities.  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.

     During the year ended  December  31,  1994,  the  percentage  of the Fund's
portfolio  securities  invested in the various  ratings  established  by Moody's
based upon the weighted average ratings of the portfolio, was as follows:

   
        Moody's Rating                           Portfolio Percentage
        --------------                           --------------------
          Aaa                                          .18%
          Aa                                          1.45%
          A                                          15.84%
          Baa                                        61.37%
          Ba                                         18.23%
          B                                            .33%
    

     The above  percentages for A, B and C rated securities  include 1.98%, .23%
and .39%,  respectively,  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  Standard & Poor's 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  Standard  & Poor's 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 may
for temporary  defense  purposes invest up to 100% of its assets in cash or cash
equivalents.

Principal Government Securities Fund

     The objective of Principal  Government  Securities  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 for daily cash management purposes
or pending selection of particular long-term investments.

     Depending on market conditions,  up to 55% of the assets may be invested in
GNMA  Certificates.  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.

     To the extent deemed appropriate by the Fund's Manager, the Fund intends to
purchase GNMA Certificates directly from Principal Mutual Life Insurance Company
and other  issuers as well as from  securities  dealers.  The Fund will purchase
directly from issuers only if it can obtain a price  advantage by not paying the
commission or mark-up that would be required if the Certificates  were purchased
from a securities dealer.  The Securities and Exchange  Commission has issued an
order under the Investment Company Act of 1940 that permits the Fund to purchase
GNMA Certificates  directly from Principal Mutual Life Insurance Company subject
to certain conditions.

     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   Marketing    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 the 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.  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.

MONEY MARKET FUND

     The  Principal  Funds  also  include  a Fund  which  invests  primarily  in
short-term  securities,  Principal  Money Market Fund.  Securities  in which the
Money Market Fund will invest may not yield as high a level of current income as
securities  of low  quality  and longer  maturities  which  generally  have less
liquidity, greater market risk and more fluctuation.

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

    (1)  A  security  with the  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 at the time of issuance was a long-term  security that has 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.

    The 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 below the 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, below the highest
         rating category for short-term obligations;

    (3)  Securities  which are unrated but are determined by the Fund's board of
         directors to be of  comparable  quality to  securities  rated below the
         highest rating category for short-term debt obligations.  The Fund will
         maintain a  dollar-weighted  average  portfolio  maturity of 90 days or
         less.

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

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

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

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

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

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

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

     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 times when such sales might otherwise not be
desirable.  The Fund's right to borrow to facilitate  redemptions may reduce the
need for  such  sales.  It is the  Fund's  policy  to be as  fully  invested  as
reasonably practical at all times to maximize current income.

     Since portfolio assets will consist of short-term instruments,  replacement
of portfolio securities will occur frequently.  However,  since the 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 the investment objective.

     A  shareholder's  rate of return will vary with the general  interest  rate
levels applicable to the money market instruments in which the Fund invests. The
rate of return and the net asset value will be affected by such other factors as
sales  of  portfolio  securities  prior to  maturity  and the  Fund's  operating
expenses.

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.

Diversification

     Each Fund is subject to the diversification  requirements of Section 817(h)
of the Internal  Revenue Code (the "Code")  which must be met at the end of each
quarter of the year (or within 30 days  thereafter).  Regulations  issued by the
Secretary  of the Treasury  have the effect of requiring  each Fund to invest no
more than 55% of its total assets in securities of any one issuer,  no more than
70% in the securities of any two issuers,  no more than 80% in the securities of
any three  issuers,  and no more than 90% in the securities of any four issuers.
For this purpose, the United States Treasury and each U.S. Government agency and
instrumentality  is considered to be a separate  issuer.  Thus,  the  Government
Securities Fund intends to invest in U.S. Treasury  securities and in securities
issued by at least four U.S.  Government  agencies or  instrumentalities  in the
amounts necessary to meet those diversification  requirements at the end of each
quarter of the year (or within thirty days thereafter).

     In the event any of the Funds do not meet the diversification  requirements
of Section 817(h) of the Code, the contracts  funded by shares of the Funds will
not be treated as annuities or life  insurance  for Federal  income tax purposes
and the owners of the Funds will be subject to  taxation  on their  share of the
dividends and distributions paid by the Funds.

Foreign Securities

     Each of the following  Principal Funds has adopted investment  restrictions
that limit its investments in foreign securities to the indicated  percentage of
its  assets:  World  Fund - 100%;  Bond and  Capital  Accumulation  Funds - 20%;
Balanced,  Emerging  Growth  and  Growth  Funds  - 10%.  Investment  in  foreign
securities presents certain risks including those resulting from fluctuations in
currency  exchange rates,  revaluation of currencies,  the imposition of foreign
taxes, future political and economic developments including war, expropriations,
nationalization, the possible imposition of currency exchange controls and other
foreign  governmental  laws or  restrictions,  reduced  availability  of  public
information  concerning  issuers,  and the fact  that  foreign  issuers  are not
generally  subject to  uniform  accounting,  auditing  and  financial  reporting
standards or to other regulatory practices and requirements  comparable to those
applicable to domestic issuers. Moreover, securities of many foreign issuers may
be less liquid and their prices more volatile than those of comparable  domestic
issuers.  In  addition,  transactions  in foreign  securities  may be subject to
higher costs, and the time for settlement of transactions in foreign  securities
may be  longer  than  the  settlement  period  for  domestic  issuers.  A Fund's
investment in foreign  securities may also result in higher  custodial costs and
the costs associated with currency conversions.

Currency Contracts

     The World Fund may enter into forward currency contracts,  currency futures
contracts and options  thereon and options on  currencies  for hedging and other
non-speculative  purposes.  A forward  currency  contract  involves a  privately
negotiated  obligation to purchase or sell a specific  currency at a future date
at a price  set at the time of the  contract.  The Fund  will not  enter  into a
transaction to hedge  currency  exposure to an extent greater in effect than the
aggregate  market  value of the  securities  held or to be purchased by the Fund
that are denominated or generally  quoted in or currently  convertible  into the
currency.  When  the  Fund  enters  into a  contract  to buy or  sell a  foreign
currency,  it generally will hold an amount of that currency,  liquid securities
denominated in that currency or a forward  contract for such securities equal to
the Fund's  obligation,  or it will segregate liquid high grade debt obligations
equal to the amount of the Fund's  obligations.  The use of  currency  contracts
involves many of the same risks as transactions in futures contracts and options
as well as the risk of government  action through exchange controls or otherwise
that would restrict the ability of the Fund to deliver or receive currency.

Repurchase Agreements and Securities Loans

     Each of the Funds,  except the Capital  Accumulation  Fund,  may enter into
repurchase   agreements  with,  and  each  of  the  Funds,  except  the  Capital
Accumulation  and Money Market  Funds,  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 Funds'  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 intend 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 10% of its
total assets or (ii) to loan securities in excess of 30% of its total assets.

Forward Commitments

     From time to time,  each of the Funds 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 the 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 Money Market and Government Securities Funds,
may invest in warrants up to 5% of its assets,  of which not more than 2% may be
invested  in  warrants  that are not  listed on the New York or  American  Stock
Exchange.  For the World Fund, the 2% limitation also does not apply to warrants
listed on the Toronto Stock Exchange or the Chicago Board Options Exchange.

Borrowing

     As a matter of  fundamental  policy,  each Fund may  borrow  money only for
temporary  or  emergency  purposes.   The  Balanced  Fund,  Bond  Fund,  Capital
Accumulation  Fund and Money  Market Fund may borrow  only from banks.  Further,
each may borrow only in an amount not  exceeding  5% of its  assets,  except the
Capital  Accumulation  Fund 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 the Money Market Fund which may borrow only in an amount not exceeding
the lesser of (i) 5% of the value of its assets, or (ii) 10% of the value of its
net assets taken at cost at the time the borrowing is made.

Options

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

Below Investment Grade Bonds

     Below  investment-grade  bonds are securities rated Ba1 or lower by Moody's
Investors  Service,  Inc.  ("Moody's")  or BB+ or  lower  by  Standard  & Poor's
Corporation   ("S&P")  or  unrated   securities  which  the  Fund's  Manager  or
Sub-Advisor  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 Funds do not intend to invest in securities rated lower than Ba3
by  Moody's  or BB by S&P.  The Bond  Fund may not  invest  more than 35% of its
assets in below investment grade  securities.  The Balanced Fund does not intend
to invest more than 5% of its assets in such securities.

     The rating  services'  descriptions of below  investment  grade  securities
rating categories in which the Funds 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.

     Moody's may apply  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa through Ba in its bond  rating  system.  The  modifier 1
indicates  that  the  security  ranks  in the  high  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:  Debt  rated  "BB" 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.  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 "BB" rating may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

     Below investment-grade  securities 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 below  investment-grade
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 Funds and the  ability  of the
issuers of the  securities  held by the Funds to pay principal  and interest.  A
default by an issuer may result in a Fund incurring  additional expenses to seek
recovery of the amounts due it.

     Some  of the  securities  in  which  the  Funds  invest  may  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.

     Congress recently enacted legislation requiring  federally-insured  savings
and  loan  associations  to  divest  themselves  of  investments  in high  yield
securities.  This legislation might increase the supply of securities  available
for purchase in the secondary  market and,  potentially,  lower the value of the
securities held by the Funds.

     The  Statement  of  Additional  Information  includes  further  information
concerning   the  Funds'   investment   policies   and   applicable   investment
restrictions.   Each  Fund's   investment   objective  and  certain   investment
restrictions  designated  as  such  in  this  Prospectus  or  the  Statement  of
Additional  Information are fundamental policies that may not be changed without
shareholder approval.  All other investment policies described in the Prospectus
and the Statement of Additional  Information  for a Fund are not fundamental and
may be  changed  by the  Board  of  Directors  of the Fund  without  shareholder
approval.

MANAGER AND SUB-ADVISOR

   
     The  Manager  for  the  Funds  is  Princor   Management   Corporation  (the
"Manager"),  an  indirectly  wholly-owned  subsidiary  of Principal  Mutual Life
Insurance  Company,  a mutual life insurance company organized in 1879 under the
laws of the State of Iowa. The address of the Manager is The Principal Financial
Group,  Des Moines,  Iowa 50392.  The Manager was organized on January 10, 1969,
and since that time has managed  various  mutual  funds  sponsored  by Principal
Mutual Life  Insurance  Company.  As of December 31, 1994, the Manager served as
investment  advisor for 25 such funds with assets  totaling  approximately  $2.0
billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide  investment  advisory  services for the Balanced Fund, Growth
Fund  and  World  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  December  31, 1994 were
approximately  $11.2 billion.  Invista's  address is 1500 Hub Tower, 699 Walnut,
Des Moines, Iowa 50309.
    

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

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

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

Emerging Growth        December, 1987            Michael R. Hamilton, (BMBA degree, Bellarmine College). Vice President,
and Growth               (Fund's inception)      Invista Capital Management, Inc. since 1987.
                         and May, 1994 (Fund's
                         inception), respectively

Government Securities  April, 1987               Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
Income                   (Fund's inception)      Capital Management Company since 1992. Director - Securities Trading,
                                                 Principal Mutual Life Insurance Company 1992; Prior thereto, Associate
                                                 Director.

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

DUTIES PERFORMED BY THE MANAGER AND SUB-ADVISOR

     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  The investment  services
and certain  other  services  referred to under the heading  "Cost of  Manager's
Services" in the Statement of Additional  Information are furnished to the Funds
under  the terms of a  Management  Agreement  between  each of the Funds and the
Manager and, for some of the Funds, a Sub-Advisory Agreement between the Manager
and Invista.  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 compensation paid by each Fund to the Manager for the fiscal year ended
December 31, 1993 was, on an annual basis, equal to the following  percentage of
average net assets: 

   
                                                                     Total
                                          Manager's                Annualized
      Fund                                   Fee                    Expenses
      ----                                   ---                    --------
Balanced Fund                               .60%                       .69%
Bond Fund                                   .50%                       .58%
Capital Accumulation Fund                   .49%                       .51%
Emerging Growth Fund                        .65%                       .74%
Government Securities Fund                  .50%                       .56%
Growth Fund                                 .50%                       .75%
Money Market Fund                           .50%                       .60%
World Fund                                  .75%                      1.24%
    
   
    

     The  compensation  being paid by the World Fund for  investment  management
services is higher than that paid by most funds to their advisor,  but it is not
higher than the fees paid by many funds with similar  investment  objectives and
policies.

     The Manager and Sub-Advisor  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 the
Manager,  Principal Mutual Life Insurance  Company and each Fund,  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.  The Investment Service
Agreements  for  the  Capital  Accumulation,   Emerging  Growth  and  Government
Securities  Funds also include as a party Invista Capital  Management,  Inc., an
indirectly  wholly-owned  subsidiary of Principal Mutual Life Insurance Company,
and also  provide  that the  subsidiaries  of  Principal  Mutual Life  Insurance
Company will furnish the same items and be  reimbursed  by the Manager for their
costs incurred in this regard.

     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage  commissions to, Principal  Financial
Securities,  Inc., a  broker-dealer  that is an affiliate of the Distributor and
Manager for each of the Funds.

     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.

MANAGERS' COMMENTS

   
     Princor  Management  Corporation  and Invista are staffed  with  investment
professionals who manage each individual fund.  Comments by these individuals in
the  following  paragraphs  summarize in capsule  form the general  strategy and
recent  results of each fund  during  the year  ended  December  31,  1994.  The
accompanying  charts  display  results  for the past 10 years or the life of the
fund,  whichever is shorter.  Average Annual Total Return  figures  provided for
each fund in the graphs  below  reflect all  expenses of the fund and assume all
distributions  are  reinvested  at net asset  value.  The figures do not reflect
expenses of the variable life insurance  contracts or variable annuity contracts
that  purchase  fund  shares;  performance  figures  for  the  divisions  of the
contracts  would be lower  than  performance  figures  for the  funds due to the
additional  contract  expenses.  Past  performance  is not  predictive of future
performance.  Returns and net asset value  fluctuate.  Shares are  redeemable at
current net asset value, which may be more or less than original cost.
    

The  various  indices  included  in the graphs  below are  unmanaged  and do not
reflect  any  commissions  or  fees  which  would  be  incurred  by an  investor
purchasing the securities included in the index.

Growth-Oriented Funds

Principal Balanced Fund
(Judith A. Vogel)

   
This  portfolio  is  designed  to hold a  combination  of both stocks and bonds,
generally a 60/40 split,  and, as a result, is influenced by forces which impact
on each of these  asset  classes.  The  bond  side of the  portfolio,  primarily
influenced by action on the part of the Federal  Reserve to hold down  inflation
by increasing  short-term interest rates,  contributed  virtually nothing to the
net total  return of the  portfolio  this past  fiscal  year.  Income from these
holdings was largely offset by reduced prices caused by the general  increase in
interest  rates.  The common stock  holdings in the portfolio  fared much better
through the positive impact of economic growth on corporate earnings. Investment
results  for the total  portfolio  were  somewhat  below the S&P 500  Index.  No
independent market index is available as a good comparison to a portfolio with a
blend of stock and bond  holdings.  However,  the Lipper  Balanced  Fund average
provides a good reference. As is shown, we slightly outperformed that average in
1994.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Balanced Fund,
S&P 500 Index and Lipper Balanced Fund Average
 

                                        
                              Balanced             Lipper
                                Total   S&P 500   Balanced
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1988    11,637   11,662   11,229
                       1989    12,982   15,357   13,429
                       1990    12,147   14,877   13,355
                       1991    16,321   19,412   16,930
                       1992    18,410   20,893   18,122
                       1993    20,447   22,995   20,066
                       1994    20,019   23,297   19,561
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
- -2.09%            9.05%           10.37%  


    

Principal Capital Accumulation Fund
(David L. White)

   
Our strategy  with this  portfolio is to hold common  stocks of a wide number of
established  companies and to vary the emphasis among various types of companies
based on our view of the economy and the value of  companies  based on estimates
of  future  free  cash  flows.  While  it is  impossible  to  ignore  short-term
influences,  we tend  to take  the  longer  view.  Our  approach  might  also be
described as "top down".  We look at the big picture,  then move to  industries,
geography,  markets,  etc., and from there to selection of specific investments.
As  we  have  moved  through  the  current  economic  recovery,  we  have  had a
significant  portion of the  portfolio in stocks of  companies  sensitive to the
economy.  We have continued to sort through these holdings and have been keeping
those  with good  exposure  to  foreign  markets,  and  de-emphasizing  domestic
companies to capture the oncoming recovery we expect in Europe and elsewhere. We
are also  increasing our exposure to companies which we feel have good prospects
for future growth.  This overall  strategy  placed us slightly below the S&P 500
Index and slightly  above Lipper's  Growth and Income Funds in  performance  for
this fiscal year.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Capital Accumulation
Fund, S&P 500 and Lipper Growth & Income Fund Average
 

                              Capital
                          Accumulation S&P 500     Lipper
                                Total    Stock  Growth & Income
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1985    12,750   13,175   12,796
                       1986    14,814   15,636   14,880
                       1987    15,773   16,457   15,154
                       1988    18,048   19,192   17,580
                       1989    20,969   25,271   21,719
                       1990    18,901   24,485   20,752
                       1991    26,210   31,947   26,787
                       1992    28,705   34,382   29,193
                       1993    30,942   37,844   32,564
                       1994    31,094   38,339   32,258
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           10 Year          
 0.49%           8.20%            12.01%  


    

Principal Emerging Growth Fund
(Michael R. Hamilton)

   
The stock market did not show much positive  activity until the third quarter of
the  fiscal  year,  at which  time a fairly  significant  comeback  took  place.
However,  most if not all of these  gains were  reversed  by a  downturn  in the
fourth quarter.  We have a sizeable  portion of our portfolio in the healthcare,
technology  and  industrial   cyclical  areas.  These  have  done  well  from  a
performance standpoint this year and on an overall basis helped us move ahead of
the Lipper Mid Cap Average.  However,  we lagged  slightly the S&P 500 index for
the period ended December 31. During the year the Lipper  organization  came out
with their Mid Cap (middle  capitalization sized companies) Average and funds of
this type are  categorized  within that universe.  As a result,  although we are
showing the Lipper  Capital  Appreciation  Average  again this year,  we will be
discontinuing  its  use  as a  comparative  index  because  this  Fund  is  more
comparable  to the mid cap  universe.  Our focus  continues to be on  individual
companies  with  sustainable   growth  which  can  be  purchased  at  reasonable
valuations.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Emerging Growth Fund,
S&P 500 Index, Lipper Mid Cap Fund Average and Lipper Capital Appreciation Fund 
Average



                              Emerging          
                               Growth             Lipper       Lipper
                                Total   S&P 500   Mid Cap      Capital Apprec.
                               Return    Index    Fund Average Fund Average
     Beginning Value           10,000   10,000   10,000         10,000
Year Ended December 31,
                       1988    12,369   11,662   11,476         11,371
                       1989    15,070   15,357   14,586         14,412
                       1990    13,186   14,877   14,067         13,296
                       1991    20,240   19,412   21,275         18,710
                       1992    23,264   20,893   23,213         20,288
                       1993    27,750   22,995   26,625         23,363
                       1994    27,967   23,297   26,079         22,574
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
 0.78%            9.05%           10.37%  
    


Principal Growth Fund
(Michael R. Hamilton)

   
This  fund  started  in the  Spring of 1994 and as a result  has an  abbreviated
period of  experience.  Even though for most of our fiscal year the stock market
operated  in a fairly  narrow  range  with  some  upside  activity  in the third
quarter,  the last quarter saw a downturn.  According  to the S&P 500 index,  we
tended to be ahead of the market  for most of the year and closed  well ahead of
both the S&P 500 and the Lipper Growth Fund index.  Much of our performance came
from several concentrations in the portfolio (healthcare,  technology,  consumer
durables,  industrial  cyclicals)  that did well in the market this year.  Going
forward,  we will continue to emphasize  U.S.  companies we believe will benefit
from productivity of plan, equipment and labor. Many of these will be positioned
to  react  favorably  not  only to  continued  U.S.  economic  expansion  but to
recovering economics abroad, as well.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Growth Fund,
S&P 500, and Lipper Growth Fund Average
 

                               Growth              Lipper
                                Total  S&P 500      Growth
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1994    10,542   10,395   10,090

   Total Returns *          
As of December 31, 1994           
Since Inception 5/1/94     5 Year   10 Year
       5.42%                 --        --  

    

Principal World Fund
(Scott D. Opsal)

   
This  fund  started  in the  Spring of 1994 and as a result  has an  abbreviated
period of experience.  Foreign  equities  markets  throughout most of the fiscal
year have been flat to negative, with some gains in the past several months. Our
performance  has  paralleled  those  funds which have not  concentrated  a major
portion of their portfolios in Japanese  issues.  We avoided that market for the
most part (we have less than 1% of the portfolio in Japan)  because we feel, and
have  for some  time,  that the  Japanese  market  is  clearly  overvalued.  Our
philosophy is that over time,  undervalued  assets should outperform  overvalued
assets.  As a result of our  Japanese  underweighting,  those  mutual  funds and
market indexes that have a much heavier  weighting in Japan,  such as the Morgan
Stanley  International EAFE index, will show more positive comparable results. A
factor which added positive  performance to our portfolio is the weakness of the
U.S.  dollar.  This  results  in  a  positive  foreign  exchange  effect  for  a
U.S.-dollar-based  investor.  For the next several months the level of worldwide
interest rates, which have been rising,  will be a major factor in international
equities markets.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the World Fund,
EAFE, and Lipper International Fund Average
 

                               World              Lipper
                                Total    EAFE     International
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1994     9,663    9,991    9,758

   Total Returns *          
As of December 31, 1994           
Since Inception 5/1/94     5 Year   10 Year
       -3.37%                --        --  


    

Important Notes of the Growth-Oriented Funds:

Standard & Poor's 500 Stock Index:  an unmanaged index of 500 widely held common
stocks representing industrial,  financial, utility and transportation companies
listed  on the  New  York  Stock  Exchange,  American  Stock  Exchange  and  the
Over-the-Counter market.

   
Lipper  Balanced  Fund  Average:  this  average  consists of mutual  funds which
attempt to conserve  principal by maintaining at all times a balanced  portfolio
of both stocks and bonds. Typically, the stock/bond ratio ranges around 60%/40%.
The one year average currently contains 153 mutual funds.

Lipper  Growth & Income  Fund  Average:  this  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one year average currently contains 348 funds.

Lipper Mid Cap Fund Average:  This average consists of funds which by prospectus
or portfolio practice,  limit their investments to companies with average market
capitalizations  and/or  revenues  between $800  million and the average  market
capitalization  of the Wilshire  4500 Index (as  captured by the Vanguard  Index
Extended Market Fund). The one-year average currently contains 75 funds.

Lipper Capital Appreciation Fund Average:  this average consists of mutual funds
which attempt to obtain  maximum  capital  appreciation,  frequently by means of
100% or more portfolio turnover, leveraging, purchasing unregistered securities,
purchasing options, etc. These funds may take large cash positions. The one year
average currently contains 141 mutual funds.

Morgan  Stanley  EAFE  (Europe,  Australia  and Far East)  Index:  This  average
reflects an  arithmetic,  market value  weighted  average of performance of more
than 900  listed  securities  which are  listed on the  stock  exchanges  of the
following countries:  Australia,  Austria,  Belgium, Denmark,  Netherlands,  New
Zealand, Norway, Singapore/Malaysia,  Spain, Sweden, Switzerland, and the United
Kingdom.

Lipper  International  Fund Average:  This average  consists of funds which
invest in securities  primarily  traded in markets outside of the United States.
The one-year average currently contains 157 funds.
    

Income-Oriented Funds

Principal Bond Fund
(Donald D. Brattebo)

   
As  with  nearly  all  mutual  funds  with   portfolios   holding   fixed-income
investments,  the big news this past fiscal  year has been the  general  rise in
interest rates prompted by the Federal Reserve's actions to increase  short-term
rates.  This  followed  an  extended  period of falling  rates  which  generally
benefited  holders of  fixed-income  investments on a total return basis but was
discomforting  to investors  dependent  upon  interest and dividends for ongoing
living expenses.  Bond values move in the opposite  direction of interest rates,
and it is this  relationship  which caused the net asset value of this fund, and
most other fixed-income funds as well, to be flat to negative for the past year.
The total return of any investment is the absolute change in its value (assuming
the  reinvestment  of  income)  over the  stated  period  of time,  taking  into
consideration  both  changes in market  value and the  generation  of income and
other  distributions.  In 1994 the  downward  push of bond values  exceeded  the
positive  contribution of interest income.  However, a prudent investor normally
looks at the longer view of the investment and  anticipates  fluctuations in the
short run. We are making no change in our  approach to  selecting  bonds for the
Fund's portfolio.  We will continue to focus on diversification,  credit quality
and call  protection  while  selecting  bonds to arrive at an average  portfolio
maturity in the ten- to twelve-year range.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Bond Fund,
Lehman Brothers BAA Corporate Bond Index and Lipper Corporate Debt BBB Rated
Fund Average
                                        Lehman
                                        Brothers
                                Bond    Corporate  Lipper
                                Total   Debt BBB  Corporate Debt BBB Rated
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1988    10,991   11,129   10,900
                       1989    12,514   12,699   12,060
                       1990    13,167   13,595   12,751
                       1991    15,369   16,113   15,020
                       1992    16,810   17,512   16,258
                       1993    18,771   19,665   18,261
                       1994    18,227   18,707   17,447
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 12/18/87
- -2.90%            7.81%            8.91%  


    

Principal Government Securities Fund
(Martin J. Schafer)

   
Our policy is to avoid the various types of derivative  securities  available in
this marketplace and, as a result, we averted the significant  decrease in value
(and the resulting  publicity)  these issues caused  investors in government and
other  fixed-income  securities.  Nevertheless,  we were  unable to  escape  the
decreases in market value which inevitably  accompany a broad and sharp increase
in the general  level of interest  rates,  such as what was  triggered  from the
action of the Federal Reserve in raising  short-term rates in recent months. Our
policy of running a fairly straightforward  portfolio priced at or below par was
instrumental in maintaining our competitive position in the past, but did act to
push  our  prices  to  levels  lower  than  other  funds  investing  in  similar
mortgage-backed  securities.  Their  portfolios  were  structured  more toward a
premium  over par  position.  The worst  may be  behind  us from a total  return
standpoint,  unless the Fed is behind in trying to contain potential  inflation.
If they  are,  then a series  of rate  increases  will be needed in an effort to
lessen the  possibility  of future  inflation.  Although our values and those of
other  fixed-income  funds have fallen in 1994,  the good news,  if any, is that
dividend flows to investors should increase.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Government Securities
Fund, Lehman Brothers U.S. Mortgage Index and Lipper U.S. Mortgage Fund Average
 

                            Government Lehman
                            Securities Brothers     Lipper
                                Total  Mortgage U.S. Mortgage
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1987    10,099   10,204   10,104
                       1988    10,939   11,094   10,858
                       1989    12,645   12,808   12,224
                       1990    13,852   14,183   13,370
                       1991    16,200   16,410   15,348
                       1992    17,308   17,551   16,285
                       1993    19,051   18,751   17,499
                       1994    18,188   18,450   16,769
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 4/9/87
- -4.53%            7.54%            8.05%  


    

Important Notes of the Income-Oriented Funds:

   
Lehman  Brothers,  BAA Corporate  Index: an unmanaged index of all publicly
issued fixed rate nonconvertible,  dollar-denominated,  SEC-registered corporate
debt rated Baa or BBB by Moody's or S&P.

Lipper  Corporate Debt BBB Rated Funds Average:  this average consists of mutual
funds  investing at least 65% of their assets in corporate and  government  debt
issues  rated by S&P or Moody's  in the top four  grades.  The one year  average
currently contains 69 mutual funds.
    

Lehman Brothers Mortgage Index: an unmanaged index of 15- and 30-year fixed rate
securities  backed  by  mortgage  pools  of  the  Government  National  Mortgage
Association (GNMA),  Federal Home Loan Mortgage Corporation (FHLMC), and Federal
National Mortgage Association (FNMA).

   
Lipper U.S.  Mortgage Fund Average:  this average  consists of mutual funds
investing  at least  65% of  their  assets  in  mortgages/securities  issued  or
guaranteed  as to  principal  and  interest by the U.S.  Government  and certain
federal agencies. The one year average currently contains 55 mutual funds.
    

Note: Mutual fund data from Lipper Analytical Services, Inc.

DETERMINATION OF NET ASSET VALUE OF FUND SHARES

     The net asset  value of each  Fund's  shares is  determined  daily,  Monday
through  Friday,  as of the close of  trading  on the New York  Stock  Exchange,
except on days on which changes in the value of the Fund's portfolio  securities
will not materially  affect the current net asset value of the Fund's redeemable
securities,  on days during  which a Fund  receives no order for the purchase or
sale  of its  redeemable  securities  and no  tender  of  such  a  security  for
redemption, and on customary national business holidays. The net asset value per
share of each Fund is determined by dividing the value of the Fund's  securities
plus all other  assets,  less all  liabilities,  by the  number  of Fund  shares
outstanding.

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.  Other  securities  are valued by
using market quotations, prices provided by market makers or estimates of market
values  obtained from yield data and other factors  relating to  instruments  or
securities   with  similar   characteristics   in  accordance   with  procedures
established in good faith by the Board of Directors.  Securities  with remaining
maturities of 60 days or less are valued at amortized cost when it is determined
by the Board that amortized cost reflects fair value. Other assets are valued at
fair value as determined in good faith by the Board of Directors of the Fund.

     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  or  Sub-Advisor  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

     The Money  Market Fund  values its  securities  at  amortized  cost.  For a
description of this calculation procedure see the Funds' Statement of Additional
Information.

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.  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.  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.  Any  performance  data  quoted for the Funds  represents  only
historical performance and is not intended to indicate future performance of the
Funds.  The  calculation  of average annual total return and yield for the Funds
does not include  fees and charges of the separate  accounts  that invest in the
Funds and,  therefore,  does not reflect  the  investment  performance  of those
separate accounts.  For further information on how the Funds calculate yield and
total return figures, see the Statement of Additional Information.

Average Annual Total Return

     Each Fund may advertise its respective average annual total return. 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.  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.

Yield and Effective Yield

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

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund so qualifies it will be exempt from federal  income tax upon the amounts so
distributed to investors.

     Any dividends from the net investment income of the Funds (except the Money
Market Fund) will normally be payable to the shareholders  annually, and any net
realized  gains will be  distributed  annually.  All dividends and capital gains
distributions are applied to purchase  additional Fund shares at net asset value
as of the payment date without the imposition of any sales charge.

     Each Fund will  notify  shareholders  of the  portion of each  distribution
which  constitutes  investment income or capital gain. In view of the complexity
of tax considerations,  it is advisable for Eligible Purchasers  considering the
purchase of shares of the Funds to consult  with tax advisors on the federal and
state tax aspects of their investments and redemptions.

Money Market Fund

     The Money Market Fund  declares  dividends of all its daily net  investment
income on each day the Fund's net asset value per share is determined. Dividends
are payable daily and are automatically reinvested in full and fractional shares
of the Fund at the then  current net asset value unless a  shareholder  requests
payment in cash.

     Net  investment  income,  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 the Fund.

     Since the Fund's policy is, under normal  circumstances,  to hold portfolio
securities to maturity and to value  portfolio  securities at amortized cost, it
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 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 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 investing 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.

     The Board of Directors 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 affect on shareholders.

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

     Only  Eligible  Purchasers  may  purchase  shares  of the  Funds.  Eligible
Purchasers  are  limited to (a)  separate  accounts  of  Principal  Mutual  Life
Insurance  Company or of other insurance  companies;  (b) Principal  Mutual Life
Insurance Company or any subsidiary or affiliate thereof;  (c) trustees or other
managers of any qualified profit sharing, incentive or bonus plan established by
Principal Mutual Life Insurance  Company or any subsidiary or affiliate  thereof
for the  employees of such company,  subsidiary  or affiliate.  Such trustees or
managers  may  purchase  Fund  shares  only in their  capacities  as trustees or
managers  and not for their  personal  accounts.  The Board of Directors of each
Fund  reserves  the  right to  broaden  or limit  the  designation  of  Eligible
Purchasers.

     Principal Balanced,  Principal Bond,  Principal Capital  Accumulation Fund,
Principal  Emerging  Growth and  Principal  Money  Market  Fund each serve as an
underlying  investment  medium for variable annuity  contracts and variable life
insurance policies that are funded in separate accounts established by Principal
Mutual Life Insurance  Company.  It is conceivable  that in the future it may be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  Principal Mutual Life Insurance Company nor the Funds currently foresee
any such  disadvantages  either to variable life  insurance  policy owners or to
variable  annuity  contract  owners,  each Fund's Board of Directors  intends to
monitor events in order to identify any material  conflicts  between such policy
owners and contract owners and to determine what action, if any, should be taken
in response thereto. Such action could include the sale of Fund shares by one or
more of the separate accounts,  which could have adverse consequences.  Material
conflicts  could result from, for example,  (1) changes in state insurance laws,
(2) changes in Federal income tax law, (3) changes in the investment  management
of the Fund, or (4)  differences in voting  instructions  between those given by
policy owners and those given by contract owners.

     Shares are  purchased  from Princor  Financial  Services  Corporation,  the
principal  underwriter  for the Funds.  There are no sales charges on the Funds'
shares.  There are no  restrictions  on  amounts  to be  invested  in the Funds'
shares.

     Shareholder accounts for each Fund will be maintained under an open account
system. Under this system, an account is automatically opened and maintained for
each new  investor.  Each  investment  is  confirmed  by sending the  investor a
statement of account showing the current purchase and the total number of shares
then  owned.  The  statement  of account is treated by each Fund as  evidence of
ownership  of Fund  shares in lieu of stock  certificates,  and  unless  written
request is made to the Fund, stock  certificates will not be issued or delivered
to investors.  Certificates, which can be stolen or lost, are unnecessary except
for special purposes such as collateral for a loan.  Fractional interests in the
Funds' shares are reflected to three decimal places in the statement of account,
but any stock certificates will be issued only for full shares owned.

     If an offer to purchase  shares is received by any of the Funds  before the
close of trading on the New York Stock  Exchange,  the shares  will be issued at
the offering price (net asset value of Fund shares)  computed on that day. If an
offer is received  after the close of trading or on a day which is not a trading
day,  the shares  will be issued at the  offering  price  computed  on the first
succeeding  day on which a price is  determined.  Dividends  on the Money Market
Fund  shares  will be paid on the next day  following  the  effective  date of a
purchase order.

SHAREHOLDER RIGHTS

     The following  information  is  applicable to each of the Principal  Funds.
Each  Fund  share is  entitled  to one vote  either in person or by proxy at all
shareholder  meetings  for that  Fund.  This  includes  the right to vote on the
election of directors,  selection of independent  accountants  and other matters
submitted  to meetings of  shareholders.  Each share has equal rights with every
other share as to dividends, earnings, voting, assets and redemption. Shares are
fully paid and  non-assessable,  and have no preemptive  or  conversion  rights.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately  the same rights,  including  voting, as are provided for a full
share.  Shareholders  of each of these  Funds may  remove any  director  with or
without  cause by the vote of a majority  of the votes  entitled to be cast at a
meeting of shareholders.

     The bylaws of each Fund provide that the Board of Directors of the Fund may
increase or decrease the aggregate number of shares which the Fund has authority
to issue without a shareholder vote.

     The bylaws of each Fund also  provide that the Fund need not hold an annual
meeting of  shareholders  in any year in which none of the following is required
to be  acted  on by  shareholders  under  the  Investment  Company  Act of 1940:
election of directors;  approval of investment advisory agreement;  ratification
of selection of independent  public  accountants;  and approval of  distribution
agreement.  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.

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

     NON-CUMULATIVE  VOTING: The Funds' shares have non-cumulative voting rights
which  means  that the  holders  of more than 50% of the  shares  voting for the
election of directors  of a Fund can elect 100% of the  directors if they choose
to do so, and in such event,  the holders of the remaining shares voting for the
election of directors will not be able to elect any directors.

     Principal Mutual Life Insurance  Company votes each Fund's shares allocated
to each of its separate accounts  registered under the Investment Company Act of
1940 and attributable to variable  annuity  contracts or variable life insurance
policies  participating  therein in accordance with  instructions  received from
contract or policy holders,  participants  and annuitants.  Other shares of each
Fund held by each  registered  separate  account,  including  those for which no
timely  instructions  are received,  are voted in proportion to the instructions
that are received  with respect to contracts or policies  participating  in that
separate  account.  Shares of each of the Funds held in the  general  account of
Principal Mutual Life Insurance Company or in its unregistered separate accounts
are voted in  proportion to the  instructions  that are received with respect to
contracts and policies participating in its registered and unregistered separate
accounts.  If Principal  Mutual  determines  pursuant to  applicable  law that a
Fund's  shares held in one or more separate  accounts or in its general  account
need  not  be  voted   pursuant  to   instructions   received  with  respect  to
participating  contracts or policies,  it then may vote those Fund shares in its
own right.

REDEMPTION OF SHARES

     Except for the third paragraph below,  most of the following  discussion of
redemption  procedures  is  relevant  only to  Eligible  Purchasers  other  than
variable  annuity and variable life separate  accounts of Principal  Mutual Life
Insurance Company, and its wholly-owned subsidiaries.

     Each Fund will  redeem  its  shares  upon  request.  There is no charge for
redemption.  If no certificates have been issued, a shareholder  simply writes a
letter to the appropriate  Fund requesting  redemption of any part or all of the
shares.  The letter  must be signed  exactly as the  account is  registered.  If
certificates have been issued, they must be properly endorsed and forwarded with
the request.  If payment is to be made to the  registered  shareholder  or joint
shareholders,  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. The
price at which the shares are redeemed  will be the net asset value per share as
next  computed  after the  request  (with  appropriate  certificate,  if any) is
received by the Fund in proper and complete form. 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.

     Redemption proceeds will be sent within seven days after receipt of request
for  redemption  in proper  form.  However,  each Fund may  suspend the right of
redemption  during any period when (a) trading on the New York Stock Exchange is
restricted  as  determined  by the  Securities  and Exchange  Commission or such
Exchange  is closed for other  than  weekends  and  holidays;  (b) an  emergency
exists, as determined by the Securities and Exchange Commission,  as a result of
which  (i)  disposal  by the Fund of  securities  owned by it is not  reasonably
practicable,  or (ii) it is not  reasonably  practicable  for the Fund fairly to
determine the value of its net assets; or (c) the Commission by order so permits
for the  protection  of security  holders of the Fund. If a Fund is requested to
redeem  shares for which good  payment has not yet been  received,  the Fund may
delay  transmittal  of redemption  proceeds  until such time as good payment has
been  collected for the purchase of such shares (which may take up to 15 days or
more). To avoid the inconvenience of such a delay,  shares may be purchased with
a certified check, bank cashier's check or money order.  During the period prior
to the time a redemption  from the Money Market Fund is effective,  dividends on
such shares will accrue and be payable and the  shareholder  will be entitled to
exercise all other rights of beneficial ownership.

     Restricted  Transfer:  Shares of each of the Funds may be transferred to an
Eligible Purchaser.  However, whenever any of the Funds is requested to transfer
shares  to other  than an  Eligible  Purchaser,  the  Fund has the  right at its
election  to  purchase  such  shares  at their net asset  value  next  effective
following  the time at which the request for  transfer is  presented;  provided,
however,  that the Fund must notify the transferee or transferees of such shares
in writing  of its  election  to  purchase  such  shares  within  seven (7) days
following the date of such request and  settlement for such shares shall be made
within such seven-day period.

ADDITIONAL INFORMATION

     Custodian: Bank of America National Trust and Savings Association, 2 Rector
Street,  New York, New York 10006, is custodian of the portfolio  securities and
cash assets of each of the Funds except the World Fund.  The  custodian  for the
World Fund is Chase Manhattan Bank, Global Securities Services, Chase Metro Tech
Center,  Brooklyn,  New York 11245.  The  custodians  perform no  managerial  or
policymaking functions for the Funds.

     Organization and Share Ownership:  The Funds were incorporated in the state
of Maryland on the following dates: Balanced Fund - November 26, 1986; Bond Fund
- -  November  26,  1986;  Capital  Accumulation  Fund - May 26,  1989  (effective
November 1, 1989  succeeded to the business of a predecessor  Fund that had been
incorporated  in Delaware on February 6, 1969);  Emerging Growth Fund - February
20, 1987;  Government  Securities Fund - June 7, 1985;  Growth Fund - August 20,
1993;  Money  Market  Fund - June 10,  1982;  and World Fund - August 20,  1993.
Principal  Mutual Life  Insurance  Company owns 100% of each Fund's  outstanding
shares.

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000 shares of common stock (500,000,000 for Principal Money Market Fund,
Inc.), $.01 par value.

   
     Financial Statements:  Copies of the financial statements of each Fund will
be mailed to each shareholder of that Fund  semi-annually.  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 the Funds' Statement of Additional Information can be
obtained upon request,  free of charge,  by writing or telephoning the Fund. 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,   The
Principal  Financial  Group,  Des  Moines,  Iowa  50392-0200,  is the  principal
underwriter for each of the Principal Funds.



   
     The  Principal(R)  Mutual  Funds  ("Principal  Funds")  described  in  this
Prospectus  are a  family  of  separately  incorporated,  diversified,  open-end
management investment companies, commonly called mutual funds, which provide the
following range of investment objectives:

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

PRINCIPAL Money Market 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  all of its assets in a portfolio of
money market instruments.

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

     This Prospectus concisely states information about the Principal Funds that
an investor ought to 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  documents called  Statements of Additional
Information,  dated March 31, 1995. The Statements of Additional Information are
incorporated  by reference  into this  Prospectus.  A copy of the  Statements of
Additional Information can be obtained free of charge by writing or telephoning:
    

                             Principal Mutual Funds
                                  a Member of
                         The Principal Financial Group
                              Des Moines, IA 50392
                            Telephone 1-800-247-4123

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 March 31, 1995.
    

<PAGE>
                               TABLE OF CONTENTS

   
                                                                            Page
Summary  ...................................................................   2
Financial Highlights........................................................   5
Investment Objectives, Policies and Restrictions. ..........................   6
Certain Investment Policies and Restrictions................................  10
Manager  ...................................................................  12
Duties Performed by the Manager.............................................  12
Managers' Comments..........................................................  13
Determination of Net Asset Value of Fund Shares.............................  16
Performance Calculation.....................................................  16
Income Dividends, Distributions and Tax Status..............................  17
Eligible Purchasers and Purchase of Shares..................................  18
Shareholder Rights .........................................................  19
Redemption of Shares........................................................  20
Additional Information......................................................  21
    

     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. 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.

SUMMARY

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

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment companies.

Who may purchase shares of the Funds?

     Shares of the Funds are  available  only to Eligible  Purchasers  which are
limited to: (a) separate  accounts of Principal Mutual Life Insurance Company or
of other insurance companies; (b) Principal Mutual Life Insurance Company or any
subsidiary or affiliate thereof; (c) trustees or other managers of any qualified
profit  sharing,  incentive or bonus plan  established by Principal  Mutual Life
Insurance  Company or any  subsidiary or affiliate  thereof for the employees of
such  company,  subsidiary  or  affiliate.  The Board of  Directors of each Fund
reserves the right to broaden or limit the designation of Eligible Purchasers.

What do the Funds offer investors?

     Professional Investment Management: Experienced securities analysts provide
each Fund with professional  investment management.  

     Diversification: Each Fund will diversify by investing in securities issued
by a number of issuers  doing  business in a variety of  industries,  located in
different geographical regions and/or securities which have varying maturities.
Diversification reduces investment risk.

     Economies of Scale: Pooling individual shareholder's  investments in any of
the Funds creates administrative efficiencies.

     Redeemability:  Upon  request each Fund will redeem its shares and promptly
pay the  investor  the  current  net asset  value of the  shares  redeemed.  See
"Redemption of Shares."

What are the Funds' investment objectives?

     The  investment  objective of Principal  Capital  Accumulation  Fund,  Inc.
(sometimes  referred to as the Capital  Accumulation  Fund) is long-term capital
appreciation  and its  secondary  investment  objective is growth of  investment
income. The Fund seeks to achieve its investment objectives through the purchase
primarily of common stocks but the Fund may invest in other securities.

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

     The investment  objective of Principal Money Market Fund,  Inc.  (sometimes
referred  to as the  Money  Market  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 all of its
assets in a portfolio of 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."
Who serves as Manager for the Funds?

     Princor  Management  Corporation,   a  corporation  organized  in  1969  by
Principal Mutual Life Insurance  Company,  is the Manager for each of the Funds.
It is also the dividend  disbursing and transfer agent for the Principal  Funds.
See "Manager."

What fees and expenses apply to ownership of shares of the Funds?

     The following  table  depicts fees and expenses  applicable to the purchase
and ownership of shares of each of the Funds.


                                     ANNUAL FUND OPERATING EXPENSES
                                (As a Percentage of Average Net Assets)
                             Management          Other         Total Operating
            Fund                Fee           Expenses           Expenses
   
Capital Accumulation Fund       .49             .02                .51
Government Securities Fund      .50             .06                .56
Money Market Fund               .50             .10                .60
    
                                    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:

                                                      Period (in years)
            Fund                     1           3            5           10

   
Capital Accumulation Fund           $5          $16          $29          $64
Government Securities Fund          $6          $18          $31          $70
Money Market Fund                   $6          $19          $33          $75
    

This  Example  is based on the  Annual  Fund  Operating  Expenses  for each Fund
described  above.  Please  remember that the Example  should not be considered a
representation  of past or  future  expenses  and that  actual  expenses  may be
greater or less than those shown.

     The purpose of the above table is to assist the  investor in  understanding
the  various  expenses  that an  investor  in the Funds  will bear  directly  or
indirectly. The Fee Table and Example do not reflect expenses and charges of the
Separate  Accounts  that  invest in the  Fund.  Information  regarding  Separate
Account  expenses  and charges is provided in the  respective  Separate  Account
prospectuses.

See "Duties Performed by the Manager."

FINANCIAL HIGHLIGHTS

     The following financial highlights for the periods ended December 31, 1994 
are  derived  from  the  financial statements which have been audited by Ernst &
Young LLP, independent auditors. The financial  highlights  should  be  read  in
conjunction  with  the  financial statements, related notes, and other financial
information  incorporated  by reference herein. The financial statements may  be
obtained by investors, without charge, by telephoning 1-800-451-5447.

<PAGE>

   
                      Income from Investment Options      Less Distributions
                      ------------------------------ ---------------------------
                              Net Realized           Dividends
                                  and       Total      from     Distri-
             Net Asset  Net    Unrealized    from       Net     bution
             Value at  Invest-    Gain      Invest-   Invest-    from     Total
             Beginning  ment   (Loss) on     ment      ment     Capital  Distri-
             of Period Income Investments Operations  Income     Gains   butions
             --------- ------ ----------- ----------  ------     -----   -------
Principal
Capital
Accumulation
Fund, Inc.
Year Ended
 December 31,
   1994         24.61     .62    (.49)        .13     (.61)      (.69)    (1.30)
   1993         25.19     .61    1.32        1.93     (.60)     (1.91)    (2.51)
Six Months
Ended
 December 31,
   1992(a)      26.03     .31    1.84        2.15     (.64)     (2.35)    (2.99)
Year Ended
 June 30,
   1992         23.35     .65    2.70        3.35     (.67)        -       (.67)
   1991         22.48     .74    1.22        1.96     (.79)      (.30)    (1.09)
   1990         23.63     .79     .14         .93     (.81)     (1.27)    (2.08)
   1989         23.23     .77    1.32        2.09     (.68)     (1.01)    (1.69)
   1988         27.51     .60   (1.50)       (.90)    (.69)     (2.69)    (3.38)
   1987         25.48     .40    4.46        4.86     (.50)     (2.33)    (2.83)
   1986         21.93     .51    6.65        7.16     (.66)     (2.95)    (3.61)
   1985         20.50     .67    3.73        4.40     (.59)     (2.38)    (2.97)

Principal
Government
Securities
Fund, Inc.
Year Ended
 December 31,
   1994        10.61     .76     (1.24)       (.48)     (.75)      -       (.75)
   1993        10.28     .71       .33        1.04      (.71)      -       (.71)
Six Months
Ended
 December 31,
   1992(a)     10.93     .40       .04         .44      (.78)    (.31)    (1.09)
Year Ended
 June 30,
   1992        10.24     .80       .71        1.51      (.81)    (.01)     (.82)
   1991        10.05     .80       .24        1.04      (.81)    (.04)     (.85)
   1990        10.05     .78        -          .78      (.78)      -       (.78)
   1989         9.37     .80       .34        1.14      (.46)      -       (.46)
   1988         9.47     .78      (.09)        .69      (.79)      -       (.79)
Period Ended
 June 30,
   1987(b)     10.00     .18      (.59)       (.41)     (.12)      -       (.12)

Principal
Money Market
Fund, Inc.
Year Ended
 December 31,
   1994         1.000    .037       -         .037      (.037)      -     (.037)
   1993         1.000    .027       -         .027      (.027)      -     (.027)
Six Months
Ended
 December 31,
   1992(a)      1.000    .016       -         .016      (.016)      -     (.016)
Year Ended
 June 30,
   1992         1.000    .046       -         .046      (.046)      -     (.046)
   1991         1.000    .070       -         .070      (.070)      -     (.070)
   1990         1.000    .077       -         .077      (.077)      -     (.077)
   1989         1.000    .083       -         .083      (.083)      -     (.083)
   1988         1.000    .064       -         .064      (.064)      -     (.064)
   1987         1.000    .057       -         .057      (.057)      -     (.057)
   1986         1.000    .070       -         .070      (.070)      -     (.070)
   1985         1.000    .089       -         .089      (.089)      -     (.089)
    

<PAGE>
   
                                            Ratios/Supplemental Data
                                ------------------------------------------------
                                                           Ratio of
                                Net Assets                    Net
             Net Asset            at End     Ratio of     Investment
             Value at           of Period    Expenses      Income to   Portfolio
                End      Total    (in       to Average      Average     Turnover
             of Period  Return  thousands)  Net Assets    Net Assets      Rate
             ---------  ------  ----------  ----------    -----------  ---------
Principal
Capital
Accumulation
Fund, Inc.
Year Ended
 December 31,
   1994        23.44    .49%      120,572   .51%          2.36%         44.5%
   1993        24.61   7.79%      128,515   .51%          2.49%         25.8%
Six Months
Ended
 December 31,
   1992(a)     25.19   8.81%(d)   105,355   .55%(c)       2.56%(c)      39.7%(c)
Year Ended
 June 30,
   1992        26.03  14.53%       94,596   .54%          2.65%         34.8%
   1991        23.35   9.46%       76,537   .53%          3.53%         14.0%
   1990        22.48   3.94%       74,008   .56%          3.56%         30.2%
   1989        23.63  10.02%       68,132   .57%          3.53%         23.5%
   1988        23.23  (2.67)%      62,696   .60%          2.76%         26.7%
   1987        27.51  22.17%       57,478   .63%          1.99%         16.1%
   1986        25.48  38.37%       35,960   .60%          2.63%         37.8%
   1985        21.93  25.95%       22,898   .59%          3.33%         42.9%

Principal
Government
Securities
Fund, Inc.
Year Ended
 December 31,
   1994         9.38   (4.53)%    36,121      .56%         7.05%        23.2%
   1993        10.61   10.07%     36,659      .55%         7.07%        20.4%
Six Months
Ended
 December 31,
   1992(a)     10.28    4.10%(d)  31,760      .59%(c)      7.35%(c)     34.5%(c)
Year Ended
 June 30,
   1992        10.93   15.34%     33,022      .58%         7.84%        38.9%
   1991        10.24   10.94%     26,021      .59%         8.31%         4.2%
   1990        10.05    8.16%     21,488      .61%         8.48%        18.7%
   1989        10.05   12.61%     15,890      .63%         8.68%         3.7%
   1988         9.37    7.69%     12,902      .66%         8.47%         2.7%
Period Ended
 June 30,
   1987(b)      9.47    (.94)%(d) 10,778      .64%(c)      8.50%(c)       .2%

Principal
Money Market
Fund, Inc.
Year Ended
 December 31,
   1994        1.000   3.76%      29,372      .60%         3.81%           N/A
   1993        1.000   2.69%      22,753      .60%         2.64%           N/A
Six Months
Ended
 December 31,
   1992(a)     1.000   1.54%(d)   27,680      .59%(c)      3.10%(c)        N/A
Year Ended
 June 30,
   1992        1.000   4.64%      25,194      .57%         4.54%           N/A
   1991        1.000   7.20%      26,509      .56%         6.94%           N/A
   1990        1.000   8.37%      26,588      .57%         8.05%           N/A
   1989        1.000   8.59%      20,707      .61%         8.40%           N/A
   1988        1.000   6.61%      14,571      .64%         6.39%           N/A
   1987        1.000   5.78%      11,902      .65%         5.68%           N/A
   1986        1.000   7.35%       8,896      .69%         7.06%           N/A
   1985        1.000   9.19%       7,720      .76%         8.80%           N/A
    

<PAGE>
(a)  Effective June 8, 1992, the fund changed its fiscal year-end from June 30 
     to December 31.
(b)  Period from April 9, 1987, date shares first offered to the public, through
     June 30, 1987. Net investment  income,  aggregating  $.01 per share for the
     period from the initial  purchase of shares on March 30, 1987 through April
     8, 1987 was  recognized,  all of which was  distributed  to the Fund's sole
     stockholder,  Principal  Mutual Life Insurance  Company.  This  represented
     activity  of the Fund prior to the  initial  offering of shares to eligible
     purchasers.
(c)  Computed on an annualized basis.
(d)  Total Return Amounts have not been annualized.

<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

Principal Capital Accumulation Fund

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

     The Fund will invest  primarily in common  stocks,  but may invest in other
securities.  In making selections for the Fund's investment portfolio,  the Fund
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
objective,  investments  will be made in  securities  which as a group appear to
offer long-term  prospects for capital and income growth.  Securities chosen for
investment  may  include  those of  companies  which the  Manager  believes  can
reasonably  be expected to share in the growth of the nation's  economy over the
long term.

Principal Government Securities Fund

     The objective of Principal  Government  Securities  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 for daily cash management purposes
or pending selection of particular long-term investments.

     Depending on market conditions,  up to 55% of the assets may be invested in
GNMA  Certificates.  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.

     To the extent deemed appropriate by the Fund's Manager, the Fund intends to
purchase GNMA Certificates directly from Principal Mutual Life Insurance Company
and other  issuers as well as from  securities  dealers.  The Fund will purchase
directly from issuers only if it can obtain a price  advantage by not paying the
commission or mark-up that would be required if the Certificates  were purchased
from a securities dealer.  The Securities and Exchange  Commission has issued an
order under the Investment Company Act of 1940 that permits the Fund to purchase
GNMA Certificates  directly from Principal Mutual Life Insurance Company subject
to certain conditions.

     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   Marketing    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 the 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.  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.

Principal Money Market Fund

     The  Principal  Funds  also  include  a Fund  which  invests  primarily  in
short-term  securities,  Principal  Money Market Fund.  Securities in which this
Fund invests 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 Money Market Fund will limit its portfolio investments to United States
dollar  denominated  instruments that its 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 the  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 at the time of issuance was a long-term  security that has 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.

     The 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 below the 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, below the highest
         rating category for short-term obligations;

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

         The Fund will maintain a dollar-weighted  average portfolio maturity of
90 days or less.

     The objective of the Money Market Fund is to seek 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 all of its
assets  in  a  portfolio  of  money  market  instruments.   These  money  market
instruments are U.S. Government  Securities,  U.S. Government Agency Securities,
Bank  Obligations,  Commercial Paper,  Short-term  Corporate Debt and Repurchase
Agreements,  which  are  described  briefly  below  and in  more  detail  in the
Statement of Additional Information.

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

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

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

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

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

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

     The Fund intends to hold its investments  until maturity.  However,  it may
attempt from time to time to increase its yield by trading 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 times when such
sales might otherwise not be desirable. The Fund's right to borrow to facilitate
redemptions may reduce the need for such sales. It is the Fund's policy to be as
fully invested as reasonably practical at all times to maximize current income.

     Since portfolio assets will consist of short-term instruments,  replacement
of portfolio securities will occur frequently.  However,  since the 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 the investment objective.

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.

Diversification

     Each Fund is subject to the diversification  requirements of Section 817(h)
of the Internal  Revenue Code (the "Code")  which must be met at the end of each
quarter of the year (or within 30 days  thereafter).  Regulations  issued by the
Secretary  of the Treasury  have the effect of  requiring  the Fund to invest no
more than 55% of its total assets in securities of any one issuer,  no more than
70% in the securities of any two issuers,  no more than 80% in the securities of
any three  issuers,  and no more than 90% in the securities of any four issuers.
For this purpose, the United States Treasury and each U.S. Government agency and
instrumentality  is considered to be a separate  issuer.  Thus,  the  Government
Securities Fund intends to invest in U.S. Treasury  securities and in securities
issued by at least four U.S.  Government  agencies or  instrumentalities  in the
amounts necessary to meet those diversification  requirements at the end of each
quarter of the year (or within thirty days thereafter).

     In the event any of the Funds do not meet the diversification  requirements
of Section 817(h) of the Code, the contracts  funded by shares of the Funds will
not be treated as annuities or life  insurance  for Federal  income tax purposes
and the owners of the Funds will be subject to  taxation  on their  share of the
dividends and distributions paid by the Funds.

Foreign Securities

     The Capital Accumulation Fund may invest up to 20% of its assets in foreign
securities.  Investment in foreign  securities  presents certain risks including
those  resulting from  fluctuations in currency  exchange rates,  revaluation of
currencies,  the  imposition  of foreign  taxes,  future  political and economic
developments  including  war,  expropriations,   nationalization,  the  possible
imposition of currency exchange controls and other foreign  governmental laws or
restrictions, reduced availability of public information concerning issuers, and
the fact that foreign issuers are not generally  subject to uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements  comparable  to those  applicable  to domestic  issuers.  Moreover,
securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers. In addition, transactions in
foreign  securities may be subject to higher costs,  and the time for settlement
of transactions in foreign  securities may be longer than the settlement  period
for domestic  issuers.  The Fund's  investment  in foreign  securities  may also
result  in  higher  custodial  costs  and the  costs  associated  with  currency
conversions.

Investment Hedges

     The Government  Securities Fund may purchase covered spread options,  which
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.  In addition,  the Fund may write call and put
options on securities and securities indices to generate  additional income, and
it may purchase and sell those kinds of options, financial futures contracts and
options on financial futures contracts in anticipation of a decline in the value
of securities  owned by the Fund or an increase in the price of  securities  the
Fund plans to purchase.  Financial futures  contracts are commodities  contracts
based  on  financial  instruments  such as U.S.  Treasury  bonds  or bills or on
securities indices such as the S&P 500 Index. The Fund will not invest more than
5% of its assets in the purchase of covered  spread  options and the purchase of
put and call options on  securities,  securities  indices and financial  futures
contracts.  The Fund will also not invest  more than 5% of its assets in initial
margin and premiums on financial  futures  contracts and options thereon.  Risks
associated  with  options  transactions  include the risk that  movements in the
market prices of underlying  securities  could cause the Fund to lose the amount
of the premium  paid for an option or to have to sell  securities  for less than
their current  market price or purchase  securities  for more than their current
market price,  and the risk that trading markets could become  illiquid  thereby
precluding  closing  transactions.  Futures contracts have similar risks and, in
addition,  are subject to the risk of imperfect  correlation  between changes in
the prices of futures contracts and the securities being hedged. A more complete
statement of these investment  practices and their associated risks is contained
in the Fund's Statement of Additional Information.

Other Investment Practices

     Each of the Funds,  except the Capital  Accumulation  Fund,  may enter into
repurchase  agreements  with,  and the Government  Securities  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 each Fund's  Statement  of
Additional  Information  for  further  information  regarding  the credit  risks
associated  with repurchase  agreements and the standards  adopted by the 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  10% of its  total  assets  or (ii) to loan
securities in excess of 30% of its total assets.

     The  Capital  Accumulation  Fund may  invest  in  warrants  up to 5% of its
assets,  of which 2% may be invested in warrants  that are not listed on the New
York or American Stock Exchange.

     As a matter of fundamental  policy, each of the Funds may borrow money only
for temporary or emergency  purposes.  The Capital  Accumulation  Fund and Money
Market Fund may borrow  only from  banks.  The  Government  Securities  Fund may
borrow  only  in  an  amount  not  exceeding  5%  of  its  assets.  The  Capital
Accumulation  Fund may borrow only in an amount not  exceeding the lesser of (i)
5% of  the  value  of  the  Fund's  assets  less  liabilities  other  than  such
borrowings,  or (ii)  10% of the  Fund's  assets  taken  at cost at the time the
borrowing  is made.  The Money  Market  Fund 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.

     The Capital  Accumulation Fund from time to time executes  transactions for
portfolio  securities  with,  and pays  related  brokerage  commissions  to, The
Principal/Eppler,  Guerin and Turner, Inc., a broker-dealer that is an affiliate
of the Manager for each of the Funds.

     The  Statement  of  Additional  Information  includes  further  information
concerning   the  Funds'   investment   policies   and   applicable   investment
restrictions.   Each  Fund's   investment   objective  and  certain   investment
restrictions  designated  as  such  in  this  Prospectus  or  the  Statement  of
Additional  Information are fundamental policies that may not be changed without
shareholder approval.  All other investment policies described in the Prospectus
and the Statement of Additional  Information  for a Fund are not fundamental and
may be  changed  by the  Board  of  Directors  of the Fund  without  shareholder
approval.

MANAGER

     The  Manager  for  the  Funds  is  Princor   Management   Corporation  (the
"Manager"),  which is 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 a Member of 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.

     Through its affiliation with Principal Mutual Life Insurance  Company,  the
Manager has access to investment  analysts and other resources necessary for the
Manager to perform as investment advisor for the Funds. The Manager 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>                                                          
Capital        November, 1969         David L. White, CFA (BBA degree, University of Iowa). Executive Vice
Accumulation    (Fund's inception)    President, Invista Capital Management, Inc. since 1984.

Government     April, 1987            Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
Securities      (Fund's inception)    Capital Management Company since 1992. Director - Securities Trading,
Income                                Principal Mutual Life Insurance Company 1992; Prior thereto, Associate
                                      Director.
</TABLE>

DUTIES PERFORMED BY THE MANAGER

     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  The Manager  advises the
Funds on investment policies and on the composition of the Funds' portfolios. In
this connection,  the Manager furnishes to the Board of Directors of each Fund a
recommended  investment program consistent with that Fund's investment objective
and  policies.  The  Manager 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 investment  services and certain other  services  referred to under the
heading "Cost of Manager's Services" in the Statements of Additional Information
are  furnished  to the Funds under the terms of a Management  Agreement  between
each of the Funds  and the  Manager.  The  compensation  paid by the  Government
Securities Fund and Money Market Fund to the Manager for the year ended December
31,  1994  was  equal  to .50% of  their  respective  average  net  assets.  The
compensation paid by the Capital Accumulation Fund to the Manager for the fiscal
year ended December 31, 1994 was equal to .49% of the Fund's average net assets.
Total  expenses for the Funds for the year ended December 31, 1994 were equal to
the following percentage of average net assets: Capital Accumulation Fund, .51%;
Government Securities Fund, .56%; and Money Market Fund, .60%.
    

     The  Manager  may  purchase  at  its  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.  The Investment Service
Agreements for the Capital Accumulation Fund and Government Securities Fund also
include as a party Invista Capital Management,  Inc., an indirectly wholly-owned
subsidiary of Principal  Mutual Life Insurance  Company,  and also provides that
the  subsidiaries  of Principal  Mutual Life Insurance  Company will furnish the
same items and be  reimbursed  by the Manager  for their costs  incurred in this
regard.

     Among the  expenses  paid by each  Fund are its  taxes (if any),  brokerage
commissions  on  portfolio  transactions,  interest,  custodial  fees,  fees and
expenses of  unaffiliated  directors and the cost of shareholder  meetings.  The
Manager is the dividend  disbursing  and  transfer  agent for each Fund and also
serves as investment advisor and dividend disbursing and transfer agent for each
of the other funds sponsored by Principal Mutual Life Insurance Company.

MANAGERS' COMMENTS

     Princor Management Corporation is staffed with investment professionals who
manage each  individual  fund.  Comments by these  individuals  in the following
paragraphs  summarize in capsule form the general strategy and recent results of
each fund over the past year. The  accompanying  charts display  results for the
past 10 years or the life of the fund,  whichever  is  shorter.  Average  Annual
Total Return  figures  provided  for each fund in the graphs  below  reflect all
expenses of the fund and assume all  distributions  are  reinvested at net asset
value.  The  figures do not  reflect  expenses of the  variable  life  insurance
contracts or variable annuity  contracts that purchase fund shares;  performance
figures  for the  divisions  of the  contracts  would be lower than  performance
figures for the funds due to the additional contract expenses.  Past performance
is not predictive of future performance.  Returns and net asset value fluctuate.
Shares are redeemable at current net asset value, which may be more or less than
original cost.

     The various indices  included in the following  graphs are unmanaged and do
not  reflect  any  commissions  or fees which  would be  incurred by an investor
purchasing the securities included in the index.

PRINCIPAL CAPITAL ACCUMULATION FUND

   
Our strategy  with this  portfolio is to hold common  stocks of a wide number of
established  companies and to vary the emphasis among various types of companies
based on our view of the economy and the value of  companies  based on estimates
of  future  free  cash  flows.  While  it is  impossible  to  ignore  short-term
influences,  we tend  to take  the  longer  view.  Our  approach  might  also be
described as "top down".  We look at the big picture,  then move to  industries,
geography,  markets,  etc., and from there to selection of specific investments.
As  we  have  moved  through  the  current  economic  recovery,  we  have  had a
significant  portion of the  portfolio in stocks of  companies  sensitive to the
economy.  We have continued to sort through these holdings and have been keeping
those  with good  exposure  to  foreign  markets,  and  de-emphasizing  domestic
companies to capture the oncoming recovery we expect in Europe and elsewhere. We
are also  increasing our exposure to companies which we feel have good prospects
for future growth.  This overall  strategy  placed us slightly below the S&P 500
Index and slightly  above Lipper's  Growth and Income Funds in  performance  for
this fiscal year.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Capital Accumulation
Fund, S&P 500 and Lipper Growth & Income Fund Average
 

                              Capital
                          Accumulation S&P 500     Lipper
                                Total    Stock  Growth & Income
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1985    12,750   13,175   12,796
                       1986    14,814   15,636   14,880
                       1987    15,773   16,457   15,154
                       1988    18,048   19,192   17,580
                       1989    20,969   25,271   21,719
                       1990    18,901   24,485   20,752
                       1991    26,210   31,947   26,787
                       1992    28,705   34,382   29,193
                       1993    30,942   37,844   32,564
                       1994    31,094   38,339   32,258
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           10 Year          
 0.49%           8.20%            12.01%  
    
Important Notes:

     Standard and Poor's 500 Stock Index:  an unmanaged index of 500 widely held
     common   stocks   representing   industrial,    financial,    utility   and
     transportation  companies  listed on the New York Stock Exchange,  American
     Stock Exchange and the Over-the-Counter market.

   
     Lipper  Growth and Income Fund  Average:  this  average  consists of mutual
     funds  which  combine  a  growth  of  earnings  orientation  and an  income
     requirement  for  level  and/or  rising  dividends.  The one  year  average
     currently contains 348 mutual funds.
    


PRINCIPAL GOVERNMENT SECURITIES FUND

   
Our policy is to avoid the various types of derivative  securities  available in
this marketplace and, as a result, we averted the significant  decrease in value
(and the resulting  publicity)  these issues caused  investors in government and
other  fixed-income  securities.  Nevertheless,  we were  unable to  escape  the
decreases in market value which inevitably  accompany a broad and sharp increase
in the general  level of interest  rates,  such as what was  triggered  from the
action of the Federal Reserve in raising  short-term rates in recent months. Our
policy of running a fairly straightforward  portfolio priced at or below par was
instrumental in maintaining our competitive position in the past, but did act to
push  our  prices  to  levels  lower  than  other  funds  investing  in  similar
mortgage-backed  securities.  Their  portfolios  were  structured  more toward a
premium  over par  position.  The worst  may be  behind  us from a total  return
standpoint,  unless the Fed is behind in trying to contain potential  inflation.
If they  are,  then a series  of rate  increases  will be needed in an effort to
lessen the  possibility  of future  inflation.  Although our values and those of
other  fixed-income  funds have fallen in 1994,  the good news,  if any, is that
dividend flows to investors should increase.

Graph Description:

Comparison of Change in Value of $10,000 Investment in the Government Securities
Fund, Lehman Brothers U.S. Mortgage Index and Lipper U.S. Mortgage Fund Average
 

                            Government Lehman
                            Securities Brothers     Lipper
                                Total  Mortgage U.S. Mortgage
                               Return    Index    Fund Average
     Beginning Value           10,000   10,000   10,000
Year Ended December 31,
                       1987    10,099   10,204   10,104
                       1988    10,939   11,094   10,858
                       1989    12,645   12,808   12,224
                       1990    13,852   14,183   13,370
                       1991    16,200   16,410   15,348
                       1992    17,308   17,551   16,285
                       1993    19,051   18,751   17,499
                       1994    18,188   18,450   16,769
    Total Returns *          
As of December 31, 1994           
1 Year           5 Year           Since Inception 4/9/87
- -4.53%            7.54%            8.05%  
    

Important Notes:

     Lehman Brothers Mortgage Index: an unmanaged index of 15- and 30-year fixed
     rate  securities  backed  by  mortgage  pools  of the  Government  National
     Mortgage  Association  (GNMA),   Federal  Home  Loan  Mortgage  Corporation
     (FHLMC), and Federal National Mortgage Association (FNMA).

   
     Lipper  U.S.  Mortgage  Fund  Average:  this  average  consists  of mutual 
     funds investing  at least 65% of their  assets in mortgage/securities  
     issued or guaranteed as to principal and interest by the U.S.  Government 
     and certain  federal  agencies. The one year average currently contains 55 
     mutual funds.
    

DETERMINATION OF NET ASSET VALUE OF FUND SHARES

     The net asset  value of each  Fund's  shares is  determined  daily,  Monday
through Friday, as of the close of trading on the New York Stock Exchange except
on days on which changes in the value of the Fund's  portfolio  securities  will
not  materially  affect the  current  net asset  value of the Fund's  redeemable
securities,  on days during which the Fund receives no order for the purchase or
sale  of its  redeemable  securities  and no  tender  of  such  a  security  for
redemption, and on customary national business holidays. The net asset value per
share of each Fund is determined by dividing the value of the Fund's  securities
plus all other  assets,  less all  liabilities,  by the  number  of Fund  shares
outstanding.

     The portfolios of the Capital  Accumulation Fund and Government  Securities
Fund are valued as follows.  Securities for which market  quotations are readily
available  are valued using those  quotations.  Other  securities  are valued by
using market quotations, prices provided by market makers or estimates of market
values  obtained from yield data and other factors  relating to  instruments  or
securities   with  similar   characteristics   in  accordance   with  procedures
established in good faith by the Board of Directors.  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 by the Board of Directors
of the Fund.

     As previously described, the Capital Accumulation Fund 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.

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

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.  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.  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.  Any  performance  data  quoted for the Funds  represents  only
historical performance and is not intended to indicate future performance of the
Funds.  The  calculation  of average annual total return and yield for the Funds
does not include  fees and charges of the separate  accounts  that invest in the
Funds and,  therefore,  does not reflect  the  investment  performance  of those
separate accounts.  For further information on how the Funds calculate yield and
total return figures, see the Statement of Additional Information.

     The Capital Accumulation Fund and Government  Securities Fund may advertise
their respective  average annual total returns.  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.

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

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal  Revenue Code.  This means that in each year in which
the Funds so  qualify  they  will be exempt  from  federal  income  tax upon the
amounts so distributed to investors.

     Any dividends from the net investment income of the Funds (except the Money
Market Fund) will normally be payable to the shareholders  annually, and any net
realized  gains will be  distributed  annually.  All dividends and capital gains
distributions are applied to purchase  additional Fund shares at net asset value
as of the payment date without the imposition of any sales charge.

     Each Fund will  notify  shareholders  of the  portion of each  distribution
which  constitutes  investment income or capital gain. In view of the complexity
of tax considerations,  it is advisable for Eligible Purchasers  considering the
purchase of shares of the Funds to consult  with tax advisors on the federal and
state tax aspects of their investments and redemptions.

Money Market Fund

     The Money Market Fund  declares  dividends of all its daily net  investment
income on each day the Fund's net asset value per share is determined. Dividends
are  declared and payable  daily and are  automatically  reinvested  in full and
fractional  shares  of the Fund at the then  current  net asset  value  unless a
shareholder requests payment in cash.

     Net  investment  income,  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 the Fund.

     Since the Fund's policy is, under normal  circumstances,  to hold portfolio
securities to maturity and to value  portfolio  securities at amortized cost, it
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 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 income of the Fund determined
at any time is a negative amount,  the net asset value per share will be reduced
below  $1.00.  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 investing 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.

     The Board of Directors 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 shareholders.

ELIGIBLE PURCHASERS AND PURCHASE OF SHARES

     Only  Eligible  Purchasers  may  purchase  shares  of the  Funds.  Eligible
Purchasers  are  limited to (a)  separate  accounts  of  Principal  Mutual  Life
Insurance  Company or of other insurance  companies;  (b) Principal  Mutual Life
Insurance Company or any subsidiary or affiliate thereof;  (c) trustees or other
managers of any qualified profit sharing, incentive or bonus plan established by
Principal Mutual Life Insurance  Company or any subsidiary or affiliate  thereof
for the  employees of such company,  subsidiary  or affiliate.  Such trustees or
managers  may  purchase  Fund  shares  only in their  capacities  as trustees or
managers  and not for their  personal  accounts.  The Board of Directors of each
Fund  reserves  the  right to  broaden  or limit  the  designation  of  Eligible
Purchasers.

     The  Capital  Accumulation  Fund and Money  Market  Fund  each  serve as an
underlying  investment  medium for variable annuity  contracts and variable life
insurance policies that are funded in separate accounts established by Principal
Mutual Life Insurance  Company.  It is conceivable  that in the future it may be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  Principal Mutual Life Insurance Company nor the Funds currently foresee
any such  disadvantages  either to variable life  insurance  policy owners or to
variable  annuity  contract  owners,  each Fund's Board of Directors  intends to
monitor events in order to identify any material  conflicts  between such policy
owners and contract owners and to determine what action, if any, should be taken
in response thereto. Such action could include the sale of Fund shares by one or
more of the separate accounts,  which could have adverse consequences.  Material
conflicts  could result from, for example,  (1) changes in state insurance laws,
(2) changes in Federal income tax law, (3) changes in the investment  management
of the Fund, or (4)  differences in voting  instructions  between those given by
policy owners and those given by contract owners.

     Shares are  purchased  from Princor  Financial  Services  Corporation,  the
principal  underwriter  for the Funds.  There are no sales charges on the Funds'
shares.  There are no  restrictions  on  amounts  to be  invested  in the Funds'
shares.

     Shareholder accounts for each Fund will be maintained under an open account
system. Under this system, an account is automatically opened and maintained for
each new  investor.  Each  investment  is  confirmed  by sending the  investor a
statement of account showing the current purchase and the total number of shares
then  owned.  The  statement  of account is treated by each Fund as  evidence of
ownership  of Fund  shares in lieu of stock  certificates,  and  unless  written
request is made to the Fund, stock  certificates will not be issued or delivered
to investors.  Certificates, which can be stolen or lost, are unnecessary except
for special purposes such as collateral for a loan.  Fractional interests in the
Funds' shares are reflected to three decimal places in the statement of account,
but any stock certificates will be issued only for full shares owned.

     If an offer to purchase  shares is received by any of the Funds  before the
close of trading on the New York Stock  Exchange,  the shares  will be issued at
the offering price (net asset value of Fund shares)  computed on that day. If an
offer is received  after the close of trading or on a day which is not a trading
day,  the shares  will be issued at the  offering  price  computed  on the first
succeeding  day on which a price is  determined.  Dividends  on the Money Market
Fund  shares  will be paid on the next day  following  the  effective  date of a
purchase order.

SHAREHOLDER RIGHTS

     The following  information  is  applicable to each of the Principal  Funds.
Each  Fund  share is  entitled  to one vote  either in person or by proxy at all
shareholder  meetings  for that Fund.  This  includes  the right to vote for the
election of directors, selection of independent accountants and on other matters
submitted  to meetings of  shareholders.  Each share has equal rights with every
other share as to dividends, earnings, voting, assets and redemption. Shares are
fully paid and  non-assessable,  and have no preemptive  or  conversion  rights.
Shares may be issued as full or fractional shares, and each fractional share has
proportionately  the same rights,  including  voting, as are provided for a full
share.  Shareholders  of each of these  Funds may  remove any  director  with or
without  cause by the vote of a majority  of the votes  entitled to be cast at a
meeting of shareholders.

     The bylaws of each Fund provide that the Board of Directors of the Fund may
increase or decrease the aggregate number of shares which the Fund has authority
to issue without a shareholder vote.

     The bylaws of each Fund also  provide that the Fund need not hold an annual
meeting of  shareholders  in any year in which none of the following is required
to be  acted  on by  shareholders  under  the  Investment  Company  Act of 1940:
election of directors;  approval of investment advisory agreement;  ratification
of selection of independent  public  accountants;  and approval of  distribution
agreement.  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.

     Shareholder inquiries should be directed to the applicable Fund at a Member
of The Principal Financial Group, Des Moines, Iowa 50392.

     NON-CUMULATIVE  VOTING: The Funds' shares have non-cumulative voting rights
which  means  that the  holders  of more than 50% of the  shares  voting for the
election of directors  of a Fund can elect 100% of the  directors if they choose
to do so, and in such event,  the holders of the remaining shares voting for the
election of directors will not be able to elect any directors.

     Principal Mutual Life Insurance  Company votes each Fund's shares allocated
to each of its separate accounts  registered under the Investment Company Act of
1940 and attributable to variable  annuity  contracts or variable life insurance
policies  participating  therein in accordance with  instructions  received from
contract or policy holders,  participants  and annuitants.  Other shares of each
Fund held by each  registered  separate  account,  including  those for which no
timely  instructions  are received,  are voted in proportion to the instructions
that are received  with respect to contracts or policies  participating  in that
separate  account.  Shares of each of the Funds held in the  general  account of
Principal Mutual Life Insurance Company or in its unregistered separate accounts
are voted in  proportion to the  instructions  that are received with respect to
contracts and policies participating in its registered and unregistered separate
accounts.  If Principal  Mutual  determines  pursuant to  applicable  law that a
Fund's  shares held in one or more separate  accounts or in its general  account
need  not  be  voted   pursuant  to   instructions   received  with  respect  to
participating  contracts or policies,  it then may vote those Fund shares in its
own right.

REDEMPTION OF SHARES

     Except for the third paragraph below,  most of the following  discussion of
redemption  procedures  is  relevant  only to  Eligible  Purchasers  other  than
variable  annuity and variable life separate  accounts of Principal  Mutual Life
Insurance Company, and its wholly-owned subsidiaries.

     Each  Fund  will  redeem  shares  upon  request.  There  is no  charge  for
redemption.  If no certificates have been issued, a shareholder  simply writes a
letter to the appropriate  Fund requesting  redemption of any part or all of the
shares.  The letter  must be signed  exactly as the  account is  registered.  If
certificates have been issued, they must be properly endorsed and forwarded with
the request.  If payment is to be made to the  registered  shareholder  or joint
shareholders,  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. The
price at which the shares are redeemed  will be the net asset value per share as
next  computed  after the  request  (with  appropriate  certificate,  if any) is
received by the Fund in proper and complete form. 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.

     Redemption proceeds will be sent within seven days after receipt of request
for  redemption  in proper  form.  However,  each Fund may  suspend the right of
redemption  during any period when (a) trading on the New York Stock Exchange is
restricted  as  determined  by the  Securities  and Exchange  Commission or such
Exchange  is closed for other  than  weekends  and  holidays;  (b) an  emergency
exists, as determined by the Securities and Exchange Commission,  as a result of
which  (i)  disposal  by the Fund of  securities  owned by it is not  reasonably
practicable,  or (ii) it is not  reasonably  practicable  for the Fund fairly to
determine the value of its net assets; or (c) the Commission by order so permits
for the  protection  of security  holders of the Fund. If a Fund is requested to
redeem  shares for which good  payment has not yet been  received,  the Fund may
delay  transmittal  of redemption  proceeds  until such time as good payment has
been  collected for the purchase of such shares (which may take up to 15 days or
more). To avoid the inconvenience of such a delay,  shares may be purchased with
a certified check, bank cashier's check or money order.  During the period prior
to the time a redemption  from the Money Market Fund is effective,  dividends on
such shares will accrue and be payable and the  shareholder  will be entitled to
exercise all other rights of beneficial ownership.

     Restricted  Transfer:  Shares of each of the Funds may be transferred to an
Eligible Purchaser.  However, whenever any of the Funds is requested to transfer
shares  to other  than an  Eligible  Purchaser,  the  Fund has the  right at its
election  to  purchase  such  shares  at their net asset  value  next  effective
following  the time at which the request for  transfer is  presented;  provided,
however,  that the Fund must notify the transferee or transferees of such shares
in writing  of its  election  to  purchase  such  shares  within  seven (7) days
following the date of such request and  settlement for such shares shall be made
within such seven-day period.

ADDITIONAL INFORMATION

     Organization:  The Funds were  incorporated in the state of Maryland on the
following dates: Capital Accumulation Fund - May 26, 1989 (effective November 1,
1989 succeeded to the business of a predecessor Fund that had been  incorporated
in Delaware on February 6, 1969); Government Securities Fund - June 7, 1985; and
Money Market Fund - June 10, 1982.

     Custodian: Bank of America National Trust and Savings Association, 2 Rector
Street,  New York, New York 10006, is custodian of the portfolio  securities and
cash  assets of each of the Funds.  The  custodian  performs  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  (500,000,000  for Principal Money Market 
Fund), $.01 par value.

   
     Financial Statements:  Copies of the financial statements of each Fund will
be mailed to each shareholder of that Fund  semi-annually.  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 the Fund. 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, a Member of
The Principal  Financial  Group, Des Moines,  Iowa 50392-0200,  is the principal
underwriter for each of the Principal Funds.




                                     PART B

   
                     PRINCIPAL AGGRESSIVE GROWTH FUND, INC.
                     PRINCIPAL ASSET ALLOCATION FUND, INC.
                         PRINCIPAL BALANCED FUND, INC.
                           PRINCIPAL BOND FUND, INC.
                   PRINCIPAL CAPITAL ACCUMULATION FUND, INC.
                      PRINCIPAL EMERGING GROWTH FUND, INC.
                   PRINCIPAL GOVERNMENT SECURITIES FUND, INC.
                          PRINCIPAL GROWTH FUND, INC.
                        PRINCIPAL HIGH YIELD FUND, INC.
                       PRINCIPAL MONEY MARKET FUND, INC.
                           PRINCIPAL WORLD FUND, INC.
    


                      Statement of Additional Information

   
                              dated March 31, 1995

       This Statement of Additional  Information provides information about each
of the above Funds in  addition  to the  information  that is  contained  in the
Funds' Prospectus, dated March 31, 1995.
    

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

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



                                     - 1 -


<PAGE>
                               TABLE OF CONTENTS

   
Investment Policies and Restrictions of the Fund ..........................    2
       Growth-Oriented Funds ..............................................    2
       Income-Oriented Funds ..............................................    7
       Money Market Fund ..................................................   10
Fund Investments ..........................................................   12
Directors and Officers of the Fund ........................................   23
Manager and Sub-Advisors ..................................................   24
Cost of Manager's Services ................................................   25
Brokerage on Purchases and Sales of Securities ............................   27
Determination of Net Asset Value of Fund Shares ...........................   29
Performance Calculation ...................................................   30
Tax Status ................................................................   32
General Information and History ...........................................   33
Financial Statements ......................................................   35
Appendix A ................................................................   36
    




<PAGE>


INVESTMENT POLICIES AND RESTRICTIONS OF THE FUNDS

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

       There are three  categories of Principal  Funds:  Growth-Oriented  Funds,
which  include  five Funds which seek  primarily  capital  appreciation  through
investments in equity securities  (Aggressive Growth Fund, Capital  Accumulation
Fund, Emerging Growth Fund, Growth Fund and World Fund) and two Funds which seek
a total investment return including both capital appreciation and income through
investments in equity and debt  securities  (Asset  Allocation Fund and Balanced
Fund);  Income-Oriented  Funds, which include three funds which seek primarily a
high  level  of  income  through  investments  in debt  securities  (Bond  Fund,
Government  Securities Fund and High Yield Fund) and a Money Market Fund,  which
seeks  primarily a high level of income through  investments in short-term  debt
securities.

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

GROWTH-ORIENTED FUNDS

     Investment Objectives

     Principal Aggressive Growth Fund, Inc.  ("Aggressive Growth Fund") seeks to
provide long-term capital appreciation by investing primarily in growth-oriented
common stocks of medium and large  capitalization  U.S.  corporations  and, to a
limited extent,  foreign  corporations.  Principal Asset  Allocation  Fund, Inc.
("Asset Allocation Fund") seeks to generate a total investment return consistent
with the preservation of capital.

     Principal  Balanced Fund, Inc.  ("Balanced Fund") seeks to generate a total
investment  return consisting of current income and capital  appreciation  while
assuming reasonable risks in furtherance of the investment objective.
             
     Principal Capital  Accumulation  Fund, Inc. ("Capital  Accumulation  Fund")
seeks to achieve primarily long-term capital appreciation and secondarily growth
of investment  income through the purchase  primarily of common stocks,  but the
Fund may invest in other securities.

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

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

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

     Investment Restrictions

     Aggressive  Growth Fund,  Asset Allocation  Fund,  Balanced Fund,  Emerging
     Growth Fund, Growth Fund and World Fund

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

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

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

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

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

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

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

        (7)  Invest more than 5% of its total  assets in the  securities  of any
             one issuer  (other than  obligations  issued or  guaranteed  by the
             United  States  Government  or its  agencies or  instrumentalities)
             except that this limitation shall apply only with respect to 75% of
             the total assets of the Aggressive  Growth Fund,  Asset  Allocation
             Fund,  Growth Fund and World Fund; or purchase more than 10% of the
             outstanding voting securities of any one issuer.

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

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

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

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

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

        (1)  Invest more than 10% of its total assets in securities  not readily
             marketable and in repurchase agreements maturing in more than seven
             days.  The value of any options  purchased in the  Over-the-Counter
             market, including all covered spread options and the assets used as
             cover for any options  written in the  Over-the-Counter  market are
             included as part of this 10% limitation.

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

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

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

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

        (6)  Invest more than 10% (25% for the  Aggressive  Growth  Fund) of its
             total assets in securities  of foreign  issuers.  This  restriction
             does not pertain to the World Fund or the Asset Allocation Fund.

        (7)  Invest more than 5% of its total  assets in the purchase of covered
             spread  options  and  the  purchase  of put  and  call  options  on
             securities,  securities  indices and financial  futures  contracts.
             Options on financial  futures  contracts  and options on securities
             indices  will  be  used  solely  for  hedging  purposes;   not  for
             speculation.

        (8)  Invest more than 5% of its assets in initial margin and premiums on
             financial futures contracts and options on such contracts.

        (9)  Invest in arbitrage transactions.

       (10)  Invest in real estate limited partnership interests.

       The  Balanced  Fund and  Emerging  Growth  Fund  have  also  adopted  the
following  restrictions  which are not  fundamental  policies and may be changed
without shareholder  approval. It is contrary to each such Fund's present policy
to:

        (1)Purchase   securities  of  other   investment   companies  except  in
           connection with a merger, consolidation, or plan of reorganization or
           by purchase in the open market of securities of closed-end  companies
           where no underwriter or dealer's  commission or profit,  other than a
           customary  broker's  commission,  is  involved,  and  if  immediately
           thereafter  not more than 10% of the value of the Fund's total assets
           would be invested in such securities.

       The Aggressive  Growth Fund, Asset Allocation Fund, Growth Fund and World
Fund have also  adopted the  following  restriction  which is not a  fundamental
policy and may be changed without shareholder  approval.  It is contrary to each
such Fund's present policy to:

        (1)  Invest  its  assets in the  securities  of any  investment  company
             except  that the Fund may invest not more than 10% of its assets in
             securities of other investment  companies,  invest not more than 5%
             of its  total  assets  in the  securities  of  any  one  investment
             company,  or  acquire  not more than 3% of the  outstanding  voting
             securities of any one investment  company except in connection with
             a merger, consolidation or plan of reorganization, and the Fund may
             purchase  securities  of  closed-end  companies  in the open market
             where no underwriter or dealer's commission or profit, other than a
             customary broker's commission, is involved.

       Capital Accumulation Fund

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

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

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

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

        (4)  Underwrite  securities of other  issuers,  except that the Fund may
             acquire portfolio  securities under circumstances where if sold the
             Fund might be deemed an underwriter  for purposes of the Securities
             Act of 1933.  The  Fund  will not  purchase  securities,  including
             obligations  acquired in private offerings (see (14) below),  which
             are subject to legal or contractual restrictions upon resale or are
             otherwise not readily  marketable,  if the purchase will cause more
             than  10% of the  value  of  its  assets  to be  invested  in  such
             securities.

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

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

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

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

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

       (10)  Purchase securities on margin, except it may obtain such short-term
             credits as are  necessary for the  clearance of  transactions.  The
             Fund will not  participate on a joint or joint and several basis in
             any  trading  account in  securities  or effect a short sale of any
             security,  except in connection with an underwriting in which it is
             a participant in the circumstances specified in (4) above. The Fund
             will not issue or acquire put and call options.

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

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

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

In addition:

       (14)  The Fund may make  loans  only  through  the  purchase  in  private
             offerings of debentures or other evidences of indebtedness of types
             customarily   purchased  by  institutional   investors,   but  such
             purchases  shall be  subject  to the  limitation  contained  in (4)
             above.*

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

       (16)  It is contrary to the Fund's present policy to purchase warrants in
             excess of 5% of its total  assets  of which 2% may be  invested  in
             warrants  that are not  listed  on the New York or  American  Stock
             Exchange.

          *  It is  anticipated  that any debt  securities  acquired  subject to
             "Restriction  14"  will be  convertible  into or  carry  rights  or
             warrants to purchase  common stock or to  participate  in earnings,
             unless acquired for temporary defensive or liquidity purposes.


INCOME-ORIENTED FUNDS

       Investment Objectives

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

                      Principal  Government  Securities Fund, Inc.  ("Government
             Securities  Fund") seeks a high level of current income,  liquidity
             and  safety  of  principal  by  purchasing  obligations  issued  or
             guaranteed  by the United States  Government or its agencies,  with
             emphasis on Government National Mortgage  Association  Certificates
             ("GNMA   Certificates").   The   guarantee  by  the  United  States
             Government extends only to principal and interest;  Fund shares are
             not guaranteed by the United States  Government.  There are certain
             risks unique to GNMA Certificates.

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

       Investment Restrictions

       Bond Fund, High Yield Fund

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

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

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

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

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

        (5)  Borrow money, except for temporary or emergency purposes,  in an 
             amount not to  exceed  5% of the value of the  Fund's  total  
             assets at the time of the borrowing. The Bond Fund and High Yield 
             Fund may borrow only from banks.

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

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

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

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

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

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

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

        (1)  Invest more than 10% of its total assets in securities  not readily
             marketable and in repurchase agreements maturing in more than seven
             days.  The value of any options  purchased in the  Over-the-Counter
             market, including all covered spread options and the assets used as
             cover for any options  written in the  Over-the-Counter  market are
             included as part of this 10% limitation.

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

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

        (4)  Purchase  securities  of  other  investment   companies  except  in
             connection with a merger, consolidation,  or plan of reorganization
             or by  purchase  in the open  market of  securities  of  closed-end
             companies  where no underwriter  or dealer's  commission or profit,
             other than a customary  broker's  commission,  is involved,  and if
             immediately thereafter not more than 10% of the value of the Fund's
             total assets would be invested in such securities.

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

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

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

        (8)  Invest more than 5% of its total  assets in the purchase of covered
             spread  options  and  the  purchase  of put  and  call  options  on
             securities,  securities  indices and financial  futures  contracts.
             Options on financial  futures  contracts  and options on securities
             indices  will  be  used  solely  for  hedging  purposes;   not  for
             speculation.

        (9)  Invest more than 5% of its assets in initial margin and premiums on
             financial futures contracts and options on such contracts.

       (10)  Invest in arbitrage transactions.

       (11)  Invest in real estate limited partnership interests.

       Government Securities Fund

       Each of the following  numbered  restrictions  is a matter of fundamental
policy and may not be  changed  without  shareholder  approval.  The  Government
Securities Fund may not:

        (1)  Issue any senior securities as defined in the Act except insofar as
             the Fund may be deemed to have  issued a senior  security by reason
             of (a)  purchasing  any  securities  on a standby,  when-issued  or
             delayed  delivery  basis; or (b) borrowing money in accordance with
             restrictions described below.

        (2)  Purchase any securities other than obligations issued or guaranteed
             by   the   United   States    Government   or   its   agencies   or
             instrumentalities.  There is no limit on the  amount of its  assets
             which may be invested in the  securities  of any one issuer of such
             obligations.

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

        (4)  Engage  in the  purchase  and  sale of  interests  in real  estate,
             including  interests in real estate  investment trusts (although it
             will  invest in  securities  secured  by real  estate or  interests
             therein,   such  as   mortgage-backed   securities)  or  invest  in
             commodities  or  commodity  contracts,  oil and gas  interests,  or
             mineral exploration or development programs.

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

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

        (7)  Sell securities short or purchase any securities on margin,  except
             it may obtain  such  short-term  credits as are  necessary  for the
             clearance  of  transactions.  The  deposit  or payment of margin in
             connection  with  transactions  in options  and  financial  futures
             contracts is not considered the purchase of securities on margin.

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

        (9)  Make  loans,  except  that  the  Fund  may  purchase  or hold  debt
             obligations  in accordance  with the  investment  restrictions  set
             forth in paragraph (2) and may enter into repurchase agreements for
             such  securities,  and may lend its  portfolio  securities  without
             limitation  against  collateral  consisting  of cash, or securities
             issued  or  guaranteed  by  the  United  States  Government  or its
             agencies or instrumentalities,  which is equal at all times to 100%
             of the value of the securities loaned.

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

       (11)  Enter into repurchase  agreements  maturing in more than seven days
             if, as a result  thereof,  more than 10% of the value of the Fund's
             total assets would be invested in such  repurchase  agreements  and
             other assets without readily available market quotations.

       (12)  Participate on a joint or joint and several basis in any trading 
             account in securities.

       (13)  Invest more than 5% of its total  assets in the purchase of covered
             spread  options  and  the  purchase  of put  and  call  options  on
             securities, securities indices and financial futures contracts.

       (14)  Invest more than 5% of its assets in initial margin and premiums on
             financial futures contracts and options on such contracts.

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

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



<PAGE>


                                                       - 1 -
MONEY MARKET FUND

       Investment Objective

             Principal  Money Market Fund,  Inc.  ("Money Market Fund") seeks as
             high a level of income  available from short-term  securities as is
             considered   consistent   with   preservation   of  principal   and
             maintenance  of  liquidity  by  investing  in a portfolio  of money
             market instruments.

       Investment Restrictions

             Money Market Fund

             Each  of  the  following  numbered  restrictions  is  a  matter  of
       fundamental policy and may not be changed without  shareholder  approval.
       The Money Market Fund may not:

        (1) Concentrate  its  investments in any one industry.  No more than 25%
            of the value of its total assets will be invested in securities  of 
            issuers  having their principal activities in any one industry,  
            other than securities issued or guaranteed  by the U.S.  Government
            or its  agencies or  instrumentalities,  or obligations of domestic
            branches of U.S. banks and savings  institutions.  (See
            "Bank Obligations").

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

        (3)  Purchase the  securities  of any issuer if the purchase  will cause
             more than 10% of any class of  securities  of the issuer to be held
             by the Fund (other than securities issued or guaranteed by the U.S.
             Government, its agencies or instrumentalities).

        (4)  Act as an underwriter except to the extent that, in connection with
             the disposition of portfolio securities,  it may be deemed to be an
             underwriter  under  the  federal   securities  laws;  or  knowingly
             purchase  any  security  restricted  as to  disposition  under  the
             federal securities laws.

        (5)  Purchase  securities  of any  company  with a record of less than 3
             years continuous  operation (including that of predecessors) if the
             purchase would cause the value of the Fund's aggregate  investments
             in all such companies to exceed 5% of the value of the Fund's total
             assets.

        (6)  Engage  in the  purchase  and sale of  illiquid  interests  in real
             estate,  including  interests  in  real  estate  investment  trusts
             (although  it may invest in  securities  secured by real  estate or
             interests therein) or invest in commodities or commodity contracts,
             oil  and gas  interests,  or  mineral  exploration  or  development
             programs.

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

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

        (9)  Purchase securities on margin, except it may obtain such short-term
             credits as are  necessary for the  clearance of  transactions.  The
             Fund will not  participate on a joint or joint and several basis in
             any  trading  account in  securities  or effect a short sale of any
             security.  The Fund will not issue or acquire put and call options,
             straddles or spreads or any combination thereof.

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

       (11)  Make  loans  to  others   except   through  the  purchase  of  debt
             obligations  in  which  the Fund is  authorized  to  invest  and by
             entering into repurchase agreements (see "Fund Investments").

       (12)  Borrow  money,   except  from  banks  for  temporary  or  emergency
             purposes,  including the meeting of redemption requests which might
             otherwise  require the untimely  disposition of  securities,  in an
             amount  not to  exceed  the  lesser  of (1) 5% of the  value of the
             Fund's  assets,  or (ii) 10% of the value of the  Fund's net assets
             taken at cost at the time such borrowing is made. The Fund will not
             issue senior  securities except in connection with such borrowings.
             The Fund may not pledge,  mortgage,  or hypothecate  its assets (at
             value) to an extent greater than 10% of the net assets.

       (13)  Invest in uncertificated  time deposits maturing in more than seven
             days;  uncertificated time deposits maturing from two business days
             through seven  calendar days may not exceed 10% of the value of the
             Fund's total assets.

       (14)  Enter into repurchase  agreements  maturing in more than seven days
             if, as a result  thereof,  more than 10% of the value of the Fund's
             total assets would be invested in such  repurchase  agreements  and
             other assets  (excluding time deposits)  without readily  available
             market quotations.

FUND INVESTMENTS

       The  following  information  further  supplements  the  discussion of the
Funds'  investment  objectives and policies in the Prospectus  under the caption
"INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS."

       Selections  of equity  securities  for the Funds,  except the  Aggressive
Growth and Asset  Allocation  Funds,  are made based upon an approach  described
broadly as that of fundamental analysis.  Three basic steps are involved in this
analysis.  First is the continuing  study of basic economic factors in an effort
to conclude what the future  general  economic  climate is likely to be over the
next one to two years.  Second,  given some conviction as to the likely economic
climate,  the Fund attempts to identify the prospects for the major  industrial,
commercial and financial segments of the economy,  by looking at such factors as
demand for products,  capacity to produce,  operating costs,  pricing structure,
marketing  techniques,  adequacy of raw materials and  components,  domestic and
foreign competition, and research productivity,  to ascertain prospects for each
industry for the near and intermediate  term.  Finally,  determinations are made
regarding  earnings  prospects for individual  companies within each industry by
considering the same types of factors described above.  These earnings prospects
are then  evaluated in relation to the current  price of the  securities of each
company.

       Although the Funds may pursue the investment  practices  described  under
the captions Restricted  Securities,  Foreign Securities,  Spread  Transactions,
Options on Securities and Securities Indices,  and Futures Contracts and Options
on Futures Contracts,  Currency  Contracts,  Repurchase  Agreements,  Lending of
Portfolio Securities and When Issued and Delay of Delivery  Securities,  none of
the Funds either committed  during the last fiscal year or currently  intends to
commit  during the present  fiscal year more than 5% of its net assets to any of
the practices, with the following exceptions.  Investments in foreign securities
by the  Aggressive  Growth,  Asset  Allocation  and World Funds are  expected to
exceed 5% of each fund's net assets.

Restricted Securities

       Each of the following Principal Funds has adopted investment restrictions
as non-fundamental  policies that limit its investments in restricted securities
and other illiquid  securities to 10% of its assets:  Aggressive  Growth,  Asset
Allocation, Balanced, Bond, Capital Accumulation,  Emerging Growth, Growth, High
Yield and World Funds.

       Generally,  restricted securities are not readily marketable because they
are subject to legal or contractual  restrictions upon resale.  They may be sold
only in a public  offering with respect to which a registration  statement is in
effect under the Securities Act of 1933 or in a transaction which is exempt from
the registration requirements of that act. When registration is required, a Fund
may be  obligated  to pay  all  or  part  of  the  registration  expenses  and a
considerable  period may elapse between the time of the decision to sell and the
time  the  Fund  may  by  permitted  to  sell  a  security  under  an  effective
registration statement. If, during such a period, adverse market conditions were
to develop,  the Fund might obtain a less favorable price than prevailed when it
decided  to  sell.  Restricted  securities  and  other  securities  not  readily
marketable  will be priced at fair value as determined in good faith by or under
the direction of the Board of Directors.

Foreign Securities

       Each of the following Principal Funds has adopted investment restrictions
as non-fundamental  policies that limit its investments in foreign securities to
the indicated  percentage of its assets: Asset Allocation and World Funds - 100%
; Aggressive  Growth Fund - 25%;  Bond,  Capital  Accumulation,  High Yield 20%;
Balanced, Emerging Growth and Growth Funds - 10%.

       Investment in foreign securities presents certain risks,  including those
resulting  from  fluctuations  in  currency   exchange  rates,   revaluation  of
currencies,  the  imposition  of foreign  taxes,  future  political and economic
developments  including  war,  expropriations,   nationalization,  the  possible
imposition of currency exchange controls and other foreign  governmental laws or
restrictions, reduced availability of public information concerning issuers, and
the fact that foreign issuers are not generally  subject to uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements  comparable  to those  applicable  to domestic  issuers.  Moreover,
securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers. In addition, transactions in
foreign  securities may be subject to higher costs,  and the time for settlement
of transactions in foreign  securities may be longer than the settlement  period
for domestic  issuers.  Each Fund's  investment in foreign  securities  may also
result  in  higher  custodial  costs  and the  costs  associated  with  currency
conversions.

Spread Transactions, Options on Securities and Securities Indices, and Futures 
Contracts and Options on Futures Contracts

       The Aggressive Growth, Asset Allocation, Balanced, Bond, Emerging Growth,
Government Securities, Growth, High Yield and World Funds may each engage in the
practices described under this heading.  None of the Funds will invest more than
5% of its  assets  in the  purchase  of  call  and  put  options  on  individual
securities,   securities  indices  and  futures  contracts.   In  the  following
discussion,  the terms "the Fund,"  "each Fund" or "the Funds"  refer to each of
these Funds.

       Spread Transactions

       Each Fund may purchase from  securities  dealers  covered spread options.
Such covered spread  options are not presently  exchange  listed or traded.  The
purchase of a spread option gives the Fund the right to put, or sell, a security
that it owns at a fixed dollar spread or fixed yield spread in  relationship  to
another  security  that the Fund does not own, but which is used as a benchmark.
The risk to the Fund in  purchasing  covered  spread  options is the cost of the
premium paid for the spread option and any transaction costs. In addition, there
is no assurance  that closing  transactions  will be available.  The purchase of
spread  options  can be used to protect  each Fund  against  adverse  changes in
prevailing  credit quality spreads,  i.e., the yield spread between high quality
and lower quality  securities.  The security  covering the spread option will be
maintained in a segregated  account by each Fund's  custodian.  The Funds do not
consider a security  covered by a spread  option to be "pledged" as that term is
used in the Funds' policy limiting the pledging or mortgaging of assets.

       Options on Securities and Securities Indices

       Each  Fund  may  write  (sell)  and  purchase  call  and put  options  on
securities in which it may invest and on securities  indices based on securities
in which  the Fund may  invest.  The Funds may  write  call and put  options  to
generate additional revenue,  and may write and purchase call and put options in
seeking  to hedge  against a  decline  in the  value of  securities  owned or an
increase in the price of securities which the Fund plans to purchase.

             Writing  Covered  Call and Put  Options.  When a Fund writes a call
option,  it gives the  purchaser  of the  option,  in return for the  premium it
receives,  the right to buy from the Fund the underlying security at a specified
price at any time before the option expires. When a Fund writes a put option, it
gives the  purchaser of the option,  in return for the premium it receives,  the
right to sell to the Fund the  underlying  security at a specified  price at any
time before the option expires.

       The  premium  received  by a Fund,  when it writes a put or call  option,
reflects,  among other  factors,  the  current  market  price of the  underlying
security,  the  relationship of the exercise price to the market price, the time
period until the expiration of the option and interest  rates.  The premium will
generate  additional income for the Fund if the option expires unexercised or is
closed out at a profit.  By writing a call,  a Fund  limits its  opportunity  to
profit from any increase in the market value of the  underlying  security  above
the exercise  price of the option,  but it retains the risk of loss if the price
of the security should  decline.  By writing a put, a Fund assumes the risk that
it may have to purchase  the  underlying  security at a price that may be higher
than its market value at time of exercise.

       The Funds write only  covered  options  and will  comply with  applicable
regulatory  and  exchange  cover  requirements.  The Funds  usually will own the
underlying  security covered by any outstanding call option that it has written.
With respect to an  outstanding  put option that it has written,  each Fund will
deposit and maintain  with its custodian  cash,  U.S.  Government  securities or
other liquid securities with a value at least equal to the exercise price of the
option.

       Once a Fund has  written  an option,  it may  terminate  its  obligation,
before the option is  exercised,  by effecting a closing  transaction,  which is
accomplished by the Fund's purchasing an option of the same series as the option
previously written.  The Funds will have a gain or loss depending on whether the
premium  received when the option was written exceeds the closing purchase price
plus related transaction costs.

             Purchasing  Call  and Put  Options.  When a Fund  purchases  a call
option,  it receives,  in return for the premium it pays,  the right to buy from
the writer of the option the  underlying  security at a  specified  price at any
time  before  the  option  expires.  The  Fund  may  purchase  call  options  in
anticipation  of an increase in the market value of  securities  that it intends
ultimately to buy. During the life of the call option, the Fund would be able to
buy the underlying  security at the exercise price regardless of any increase in
the  market  price of the  underlying  security.  In order for a call  option to
result in a gain,  the market price of the  underlying  security  must rise to a
level  that  exceeds  the  sum of the  exercise  price,  the  premium  paid  and
transaction costs.

       When a Fund  purchases  a put  option,  it  receives,  in return  for the
premium it pays,  the right to sell to the  writer of the option the  underlying
security at a specified  price at any time before the option  expires.  The Fund
may purchase put options in anticipation of a decline in the market value of the
underlying  security.  During the life of the put option, the Fund would be able
to sell the underlying  security at the exercise price regardless of any decline
in the market  price of the  underlying  security.  In order for a put option to
result in a gain,  the market price of the  underlying  security  must  decline,
during the option  period,  below the exercise price  sufficiently  to cover the
premium and transaction costs.

       Once a Fund has  purchased  an option,  it may close out its  position by
selling an option of the same  series as the option  previously  purchased.  The
Fund will have a gain or loss  depending  on  whether  the  closing  sale  price
exceeds the initial purchase price plus related transaction costs.

             Options on Securities Indices.  Each Fund may purchase and sell put
and call options on any  securities  index based on securities in which the Fund
may invest.  Securities index options are designed to reflect price fluctuations
in a group of securities or segment of the  securities  market rather than price
fluctuations in a single security.  Options on securities indices are similar to
options on  securities,  except that the exercise of  securities  index  options
requires  cash  payments  and does not  involve  the actual  purchase or sale of
securities.  The Funds would engage in  transactions  in put and call options on
securities indices for the same purposes as they would engage in transactions in
options on securities. When a Fund writes call options on securities indices, it
will hold in its portfolio  underlying  securities which, in the judgment of the
Manager or the  Sub-Advisor,  correlate  closely with the  securities  index and
which  have a value at least  equal to the  aggregate  amount of the  securities
index options.

             Risks Associated with Options Transactions. An options position may
be closed  out only on an  exchange  which  provides a  secondary  market for an
option of the same series.  Although the Funds will generally  purchase or write
only those  options for which there  appears to be an active  secondary  market,
there is no assurance that a liquid  secondary  market on an exchange will exist
for any  particular  option,  or at any particular  time.  For some options,  no
secondary  market on an exchange or elsewhere may exist.  If a Fund is unable to
effect closing sale  transactions  in options it has  purchased,  the Fund would
have to  exercise  its  options  in order to  realize  any  profit and may incur
transaction  costs upon the purchase or sale of underlying  securities  pursuant
thereto.  If a Fund is unable to effect a  closing  purchase  transaction  for a
covered  option that it has written,  it will not be able to sell the underlying
securities,  or dispose of the assets held in a  segregated  account,  until the
option expires or is exercised.  A Fund's ability to terminate  option positions
established  in  the  over-the-counter  market  may be  more  limited  than  for
exchange-traded  options and may also  involve  the risk 35 that  broker-dealers
participating in such transactions might fail to meet their obligations.

       Futures Contracts and Options on Futures

       Each Fund may purchase and sell financial  futures  contracts and options
on those contracts.  Financial futures contracts are commodities contracts based
on financial  instruments such as U.S.  Treasury bonds or bills or on securities
indices  such  as the S&P 500  Index.  Futures  contracts,  options  on  futures
contracts and the commodity  exchanges on which they are traded are regulated by
the Commodity Futures Trading Commission ("CFTC"). Through the purchase and sale
of futures  contracts  and related  options,  a Fund may seek to hedge against a
decline  in  securities  owned  by the  Fund  or an  increase  in the  price  of
securities which the Fund plans to purchase.

             Futures Contracts.  When a Fund sells a futures contract based on a
financial  instrument,  the Fund  becomes  obligated  to  deliver  that  kind of
instrument  at a  specified  future  time  for a  specified  price.  When a Fund
purchases  that kind of contract,  it becomes  obligated to take delivery of the
instrument  at a  specified  time  and to  pay  the  specified  price.  In  most
instances,  these  contracts  are  closed  out by  entering  into an  offsetting
transaction before the settlement date, thereby canceling the obligation to make
or take  delivery  of  specific  securities.  The Fund  realizes  a gain or loss
depending on whether the price of an offsetting  purchase plus transaction costs
are less or more than the price of the  initial  sale or on whether the price of
an offsetting  sale is more or less than the price of the initial  purchase plus
transaction  costs.  Although the Funds will usually liquidate futures contracts
on financial  instruments in this manner, they may instead make or take delivery
of the underlying securities whenever it appears economically advantageous to do
so.

       A futures  contract based on a securities index provides for the purchase
or sale of a group of  securities  at a  specified  future  time for a specified
price. These contracts do not require actual delivery of securities,  but result
in a cash settlement based upon the difference in value of the index between the
time the contract was entered into and the time it is  liquidated,  which may be
at its  expiration or earlier if it is closed out by entering into an offsetting
transaction.

       When a futures  contract is purchased or sold a brokerage  commission  is
paid,  but unlike the  purchase  or sale of a  security  or option,  no price or
premium  is paid or  received.  Instead,  an amount  of cash or U.S.  Government
securities,  which varies,  but is generally about 5% of the contract amount, is
deposited  by the  Fund  with  its  custodian  for the  benefit  of the  futures
commission  merchant  through  which the Fund engages in the  transaction.  This
amount is known as "initial  margin." It does not involve the borrowing of funds
by the Fund to finance the  transaction,  but instead  represents a "good faith"
deposit  assuring the performance of both the purchaser and the seller under the
futures  contract.  It is returned to the Fund upon  termination  of the futures
contract, if all the Fund's contractual obligations have been satisfied.

       Subsequent payments to and from the broker,  known as "variation margin,"
are  required to be made on a daily  basis as the price of the futures  contract
fluctuates,  making the long or short positions in the futures  contract more or
less valuable, a process known as "marking to market." If the position is closed
out by taking an opposite  position prior to the settlement  date of the futures
contract, a final determination of variation margin is made,  additional cash is
required to be paid to or released by the broker,  and the Fund  realizes a loss
or gain.

       In using  futures  contracts,  the  Funds  will  seek to  establish  more
certainly  than would  otherwise be possible the  effective  price of or rate of
return on portfolio  securities or securities that the Fund proposes to acquire.
A Fund, for example,  may sell futures  contracts in  anticipation  of a rise in
interest rates which would cause a decline in the value of its debt investments.
When this kind of hedging is successful,  the futures  contracts should increase
in value when the Fund's debt  securities  decline in value and thereby keep the
Fund's net asset value from declining as much as it otherwise  would. A Fund may
also sell futures contracts on securities indices in anticipation of or during a
stock market  decline in an endeavor to offset a decrease in the market value of
its equity  investments.  When a Fund is not fully  invested and  anticipates an
increase  in the cost of  securities  it intends to  purchase,  it may  purchase
financial  futures  contracts.  When  increases  in the prices of  equities  are
expected,  a Fund may purchase futures contracts on securities  indices in order
to gain rapid market exposure that may partially or entirely offset increases in
the cost of the equity securities it intends to purchase.

             Options on Futures.  The Funds may also purchase and write call and
put options on futures contracts.  A call option on a futures contract gives the
purchaser  the right,  in return for the  premium  paid,  to  purchase a futures
contract  (assume a long  position)  at a specified  exercise  price at any time
before the option expires. A put option gives the purchaser the right, in return
for the premium paid, to sell a futures contract (assume a short position),  for
a specified exercise price, at any time before the option expires.

       Upon the  exercise of a call,  the writer of the option is  obligated  to
sell the futures  contract (to deliver a long position to the option  holder) at
the option  exercise  price,  which will  presumably  be lower than the  current
market price of the contract in the futures market.  Upon exercise of a put, the
writer of the option is obligated to purchase  the futures  contract  (deliver a
short position to the option holder) at the option  exercise  price,  which will
presumably  be higher  than the  current  market  price of the  contract  in the
futures market. However, as with the trading of futures, most options are closed
out prior to their expiration by the purchase or sale of an offsetting option at
a market  price that will  reflect an  increase  or a decrease  from the premium
originally paid.

       Options on futures can be used to hedge  substantially  the same risks as
might be  addressed  by the direct  purchase or sale of the  underlying  futures
contracts.  For example,  if a Fund  anticipated a rise in interest  rates and a
decline in the market value of the debt  securities in its  portfolio,  it might
purchase  put  options or write call  options  on futures  contracts  instead of
selling futures contracts.

       If a Fund  purchases  an  option  on a futures  contract,  it may  obtain
benefits  similar  to those that would  result if it held the  futures  position
itself.  But in contrast  to a futures  transaction,  the  purchase of an option
involves the payment of a premium in addition to transaction costs. In the event
of an adverse market movement,  however,  the Fund will not be subject to a risk
of loss on the option  transaction  beyond the price of the premium it paid plus
its transaction costs.

       When a Fund writes an option on a futures  contract,  the premium paid by
the purchaser is deposited with the Fund's custodian, and the Fund must maintain
with its custodian  all or a portion of the initial  margin  requirement  on the
underlying futures contract.  The Fund assumes a risk of adverse movement in the
price of the underlying futures contract  comparable to that involved in holding
a futures  position.  Subsequent  payments  to and from the  broker,  similar to
variation  margin  payments,  are made as the  premium  and the  initial  margin
requirement  are marked to market  daily.  The premium may  partially  offset an
unfavorable  change in the value of portfolio  securities,  if the option is not
exercised,  or it may reduce the amount of any loss  incurred by the Fund if the
option is exercised.

             Risks Associated with Futures  Transactions.  There are a number of
risks associated with transactions in futures  contracts and related options.  A
Fund's  successful use of futures  contracts is subject to the Manager's and the
Sub-Advisor's  ability to predict  correctly  the factors  affecting  the market
values of the Fund's  portfolio  securities.  For example,  if a Fund was hedged
against the  possibility of an increase in interest rates which would  adversely
affect debt  securities held by the Fund and the prices of those debt securities
instead  increased,  the  Fund  would  lose  part or all of the  benefit  of the
increased  value  of its  securities  which it  hedged  because  it  would  have
offsetting  losses in its  futures  positions.  Other  risks  include  imperfect
correlation  between price  movements in the financial  instrument or securities
index underlying the futures contract,  on the one hand, and the price movements
of either the futures contract itself or the securities held by the Fund, on the
other  hand.  If the  prices  do not move in the same  direction  or to the same
extent, the transaction may result in trading losses.

       Prior to exercise or expiration,  a position in futures may be terminated
only by entering into a closing  purchase or sale  transaction.  This requires a
secondary  market on the relevant  contract  market.  The Fund will enter into a
futures  contract  or  related  option  only if  there  appears  to be a  liquid
secondary  market  therefor.  There can be no  assurance,  however,  that such a
liquid  secondary  market  will exist for any  particular  futures  contract  or
related option at any specific time. Thus, it may not be possible to close out a
futures position once it has been  established.  Under such  circumstances,  the
Fund would  continue  to be required  to make daily cash  payments of  variation
margin in the event of adverse price movements. In such situations,  if the Fund
has insufficient  cash, it may be required to sell portfolio  securities to meet
daily variation margin  requirements at a time when it may be disadvantageous to
do so. In addition,  the Fund may be required to perform  under the terms of the
futures  contracts it holds.  The inability to close out futures  positions also
could have an  adverse  impact on the Fund's  ability  effectively  to hedge its
portfolio.

       Most United  States  futures  exchanges  limit the amount of  fluctuation
permitted in futures  contract  prices  during a single  trading day. This daily
limit  establishes  the maximum amount that the price of a futures  contract may
vary either up or down from the previous day's  settlement price at the end of a
trading  session.  Once the daily limit has been reached in a particular type of
contract,  no more trades may be made on that day at a price  beyond that limit.
The daily limit governs only price movements during a particular trading day and
therefore  does not limit  potential  losses  because  the limit may prevent the
liquidation of unfavorable positions.  Futures contract prices have occasionally
moved to the daily limit for several  consecutive trading days with little or no
trading,   thereby  preventing  prompt  liquidation  of  futures  positions  and
subjecting some futures traders to substantial losses.

             Limitations on the Use of Futures and Options on Futures. Each Fund
intends to come within an  exclusion  from the  definition  of  "commodity  pool
operator" provided by CFTC regulations by complying with certain  limitations on
the use of futures and related options prescribed by those regulations.

       None of the Funds will  purchase  or sell  futures  contracts  or options
thereon if  immediately  thereafter  the aggregate  initial  margin and premiums
exceed 5% of the fair  market  value of the Fund's  assets,  after  taking  into
account  unrealized  profits and unrealized  losses on any such contracts it has
entered into (except that in the case of an option that is  in-the-money  at the
time of purchase, the in-the-money amount generally may be excluded in computing
the 5%).

       The  Funds  will  enter  into  futures   contracts  and  related  options
transactions  only for bona fide  hedging  purposes as permitted by the CFTC and
for other appropriate risk management purposes,  if any, which the CFTC may deem
appropriate for mutual funds excluded from the regulations  governing  commodity
pool  operators.  The Funds are not permitted to engage in  speculative  futures
trading.  Each Fund will  determine that the price  fluctuations  in the futures
contracts  and options on futures used for hedging or risk  management  purposes
are substantially  related to price  fluctuations in securities held by the Fund
or which it expects to purchase.  In pursuing  traditional  hedging  activities,
each Fund will sell  futures  contracts  or acquire  puts to  protect  against a
decline  in the  price of  securities  that the Fund  owns,  and each  Fund will
purchase  futures  contracts  or calls on futures  contracts to protect the Fund
against an  increase  in the price of  securities  the Fund  intends to purchase
before it is in a position to do so.

       When a Fund purchases a futures contract, or purchases a call option on a
futures  contract,  it will  maintain  an amount of cash,  cash  equivalents  or
short-term high grade fixed income  securities in a segregated  account with the
Fund's  custodian,  so that the amount so segregated  plus the amount of initial
margin held for the account of its broker equals the market value of the futures
contract.

       The Funds will not maintain  open short  positions in futures  contracts,
call  options  written  on  futures  contracts,  and  call  options  written  on
securities indices if, in the aggregate, the value of the open positions (marked
to market)  exceeds the current  market value of that portion of its  securities
portfolio being hedged by those futures and options plus or minus the unrealized
gain or loss on those open  positions,  adjusted for the  historical  volatility
relationship  between that portion of the portfolio and the contracts (i.e., the
Beta  volatility  factor).  To the  extent a Fund has  written  call  options on
specific  securities  in that  portion  of its  portfolio,  the  value  of those
securities will be deducted from the current market value of that portion of the
securities  portfolio.  If this  limitation  should be exceeded at any time, the
Fund will take prompt action to close out the  appropriate  number of open short
positions  to  bring  its  open  futures  and  options   positions  within  this
limitation.

Currency Contracts

       The  Aggressive  Growth,  Asset  Allocation and World Funds may engage in
currency transactions with securities dealers,  financial  institutions or other
parties  that are deemed  creditworthy  by the Fund's  Sub-Advisor  to hedge the
value of portfolio  securities  denominated  in  particular  currencies  against
fluctuations in relative value.  Currency  transactions include forward currency
contracts,  exchange-listed  currency futures  contracts and options thereon and
exchange-listed and over-the-counter  options on currencies.  A forward currency
contract  involves a privately  negotiated  obligation to purchase or sell (with
delivery generally  required) a specific currency at a future date, which may be
any  fixed  number  of days  from the date of the  contract  agreed  upon by the
parties, at a price set at the time of the contract.

       The Funds will engage in currency transactions only for hedging and other
non-speculative  purposes,  including  transaction hedging and position hedging.
Transaction  hedging is entering  into a currency  transaction  with  respect to
specific  assets or  liabilities  of the Fund,  which  will  generally  arise in
connection with the purchase or sale of the Fund's  portfolio  securities or the
receipt  of income  from them.  Position  hedging  is  entering  into a currency
transaction  with  respect to  portfolio  securities  positions  denominated  or
generally  quoted in that currency.  The Funds will not enter into a transaction
to hedge currency exposure to an extent greater,  after netting all transactions
intended  wholly or partially to offset other  transactions,  than the aggregate
market value (at the time of entering into the  transaction)  of the  securities
held by the Fund  that are  denominated  or  generally  quoted  in or  currently
convertible  into the  currency,  other than with  respect  to proxy  hedging as
described below.

       The Funds may  cross-hedge  currencies by entering into  transactions  to
purchase or sell one or more currencies that are expected to increase or decline
in value relative to other currencies to which the Fund has or in which the Fund
expects to have exposure.  To reduce the effect of currency  fluctuations on the
value of existing or anticipated  holdings of its securities,  the Fund may also
engage in proxy hedging.  Proxy hedging is often used when the currency to which
a Fund's  holding is exposed is  difficult  to hedge  generally  or difficult to
hedge against the dollar. Proxy hedging entails entering into a forward contract
to sell a currency,  the changes in the value of which are generally  considered
to be  linked  to a  currency  or  currencies  in which  some or all of a Fund's
securities are or are expected to be denominated, and to buy dollars. The amount
of the  contract  would not  exceed the  market  value of the Fund's  securities
denominated in linked currencies.

       Except when a Fund enters into a forward  contract in connection with the
purchase or sale of a security  denominated  in a foreign  currency or for other
non-speculative  purposes,  which requires no segregation,  a currency  contract
that obligates the Fund to buy or sell a foreign currency will generally require
the Fund to hold an amount of that currency or liquid securities  denominated in
that currency equal to the Fund's  obligations or to segregate liquid high grade
debt obligations equal to the amount of the Fund's obligations.

       Currency  hedging involves some of the same risks and  considerations  as
other transactions with similar instruments. Currency transactions can result in
losses to a Fund if the currency being hedged fluctuates in value to a degree or
in a  direction  that is not  anticipated.  Further,  the risk  exists  that the
perceived  linkage between  various  currencies may not be present or may not be
present  during the  particular  time that a Fund is engaging in proxy  hedging.
Currency  transactions  are also subject to risks  different from those of other
portfolio  transactions.  Because currency control is of great importance to the
issuing governments and influences  economic planning and policy,  purchases and
sale of currency and related instruments can be adversely affected by government
exchange controls,  limitations or restrictions on repatriation of currency, and
manipulations or exchange  restrictions  imposed by governments.  These forms of
governmental  actions  can result in losses to a Fund if it is unable to deliver
or receive  currency or monies in settlement of obligations and could also cause
hedges it has entered into to be rendered  useless,  resulting in full  currency
exposure as well as incurring  transaction  costs.  Currency  exchange rates may
also fluctuate  based on factors  extrinsic to a country's  economy.  Buyers and
sellers of currency  futures  contracts are subject to the same risks that apply
to the use of futures  contracts  generally.  Further,  settlement of a currency
futures  contract for the purchase of most currencies must occur at a bank based
in the issuing nation. Trading options on currency futures contracts is relative
new, and the ability to establish  and close out  positions on these  options is
subject to the maintenance of a liquid market that may not always be available.

Repurchase Agreements

       All  Principal  Funds,  except the  Capital  Accumulation,  may invest in
repurchase  agreements.  None of the Funds will enter into repurchase agreements
that do not mature within seven days if any such investment, together with other
illiquid  securities  held by the  Fund,  would  amount  to more than 10% of its
assets. Repurchase agreements will typically involve the acquisition by the Fund
of debt securities from a selling financial  institution such as a bank, savings
and loan association or broker-dealer.  A repurchase agreement provides that the
Fund  will sell back to the  seller  and that the  seller  will  repurchase  the
underlying  securities  at a specified  price and at a fixed time in the future.
Repurchase  agreements  may be viewed as loans by a Fund  collateralized  by the
underlying securities  ("collateral").  This arrangement results in a fixed rate
of return that is not subject to market  fluctuation  during the Fund's  holding
period. Although repurchase agreements involve certain risks not associated with
direct  investments  in debt  securities,  each of the Funds follows  procedures
established by its Board of Directors which are designed to minimize such risks.
These procedures  include  entering into repurchase  agreements only with large,
well-capitalized and well-established  financial  institutions,  which have been
approved by the Fund's Board of Directors and which the Fund's Manager  believes
present  minimum  credit  risks.  In  addition,  the  value  of  the  collateral
underlying  the  repurchase  agreement  will  always  be at  least  equal to the
repurchase  price,  including  accrued  interest.  In the event of a default  or
bankruptcy by a selling financial institution, the affected Fund bears a risk of
loss.  In  seeking  to  liquidate  the  collateral,  a Fund may be delayed in or
prevented from exercising its rights and may incur certain costs. Further to the
extent  that  proceeds  from  any  sale  upon a  default  of the  obligation  to
repurchase were less than the repurchase price, the Fund could suffer a loss.

Lending of Portfolio Securities

       All Principal  Funds,  except the Capital  Accumulation  and Money Market
Funds, may lend their portfolio securities.  None of the Principal Funds intends
to lend its portfolio securities if as a result the aggregate of such loans made
by the Fund would exceed 30% of its total assets.  Portfolio  securities  may be
loaned to unaffiliated broker-dealers and other unaffiliated qualified financial
institutions  provided that such loans are callable at any time on not more than
five business  days' notice and that cash or government  securities  equal to at
least 100% of the market value of the securities  loaned,  determined  daily, is
deposited by the borrower with the Fund and is maintained each business day in a
segregated account. While such securities are on loan, the borrower will pay the
Fund any income accruing  thereon,  and the Fund may invest any cash collateral,
thereby earning  additional  income,  or may receive an agreed upon fee from the
borrower.  Borrowed securities must be returned when the loan is terminated. Any
gain or loss in the market price of the borrowed  securities which occurs during
the term of the loan  inures  to the Fund and its  shareholders.  A Fund may pay
reasonable  administrative,  custodial  and other fees in  connection  with such
loans and may pay a  negotiated  portion of the  interest  earned on the cash or
government securities pledged as collateral to the borrower or placing broker. A
Fund does not vote securities that have been loaned,  but it will call a loan of
securities in anticipation of an important vote.

When-Issued and Delayed Delivery Securities

       Each of the Principal Funds may from time to time purchase  securities on
a when-issued  basis and may purchase or sell  securities on a delayed  delivery
basis.  The price of such a transaction is fixed at the time of the  commitment,
but delivery and payment take place on a later  settlement  date, which may be a
month or more  after the date of the  commitment.  No  interest  accrues  to the
purchaser  during  this  period,  and  the  securities  are  subject  to  market
fluctuation,  which involves the risk for the purchaser that yields available in
the market at the time of  delivery  may be higher  than those  obtained  in the
transaction. Each Fund will only purchase securities on a when-issued or delayed
delivery  basis with the intention of acquiring the  securities,  but a Fund may
sell the  securities  before  the  settlement  date,  if such  action  is deemed
advisable.  At the time a Fund makes the commitment to purchase  securities on a
when-issued  or delayed  delivery  basis,  it will  record the  transaction  and
thereafter reflect the value, each day, of the securities in determining its net
asset  value.  Each Fund will  also  establish  a  segregated  account  with its
custodian bank in which it will maintain cash or cash equivalents, United States
Government  securities and other high grade debt  obligations  equal in value to
the Fund's commitments for such when-issued or delayed delivery securities.  The
availability  of  liquid  assets  for  this  purpose  and the  effect  of  asset
segregation  on a Fund's  ability  to meet  its  current  obligations,  to honor
requests for redemption and to have its investment  portfolio  managed  properly
will  limit  the  extent  to which the Fund may  engage  in  forward  commitment
agreements.  Except as may be imposed by these factors, there is no limit on the
percent of a Fund's total assets that may be committed to  transactions  in such
agreements.

Money Market Instruments

       The Money  Market Fund will invest all of its  available  assets in money
market instruments  maturing in 397 days or less. The types of instruments which
this Fund may purchase are described below.

        (1)  U.S. Government Securities -- Securities issued or guaranteed by 
             the U.S. Government, including treasury bills, notes and bonds.

        (2)  U.S.  Government Agency Securities -- Obligations  issued or 
             guaranteed by agencies or instrumentalities of the U.S. Government.
             U.S. agency obligations include, but are not limited to, the 
             Student Loan Marketing Association, Federal Intermediate Credit 
             Banks, and the Federal National Mortgage  Association.  U.S.
             instrumentality  obligations  include, but are not limited to, the 
             Export-Import Bank and Farmers Home  Administration.  Some 
             obligations issued or guaranteed by U.S. Government agencies and 
             instrumentalities,  such as those issued by Federal
             Intermediate  Credit Banks, are supported by the right of the 
             issuer to borrower from the Treasury,  others such as those issued 
             by the Federal National Mortgage Association,  by  discretionary  
             authority of the U.S.  Government  to purchase certain obligations 
             of the agency or instrumentality,  and others, such as those
             issued by the  Student  Loan  Marketing  Association,  only by the 
             credit of the agency or instrumentality.

        (3)  Bank  Obligations  --  Certificates  of deposit,  time deposits and
             bankers'  acceptances of U.S.  commercial banks having total assets
             of at least one billion  dollars,  and of the overseas  branches of
             U.S.  commercial  banks and foreign  banks,  which in the Manager's
             opinion,  are of comparable  quality,  provided each such bank with
             its branches has total assets of at least five billion dollars, and
             certificates,  including time deposits of domestic savings and loan
             associations  having at least one billion  dollars in assets  which
             are insured by the Federal Savings and Loan Insurance  Corporation.
             The  Fund may  acquire  obligations  of U.S.  banks  which  are not
             members of the Federal  Reserve  System or of the  Federal  Deposit
             Insurance  Corporation.  Any  obligations of foreign banks shall be
             denominated  in U.S.  dollars.  Obligations  of  foreign  banks and
             obligations  of  overseas  branches  of U.S.  banks are  subject to
             somewhat  different  regulations  and  risks  than  those  of  U.S.
             domestic  banks.  For  example,  an  issuing  bank  may be  able to
             maintain that the liability for an investment is solely that of the
             overseas  branch  which could  expose the Fund to a greater risk of
             loss.  In  addition,  obligations  of foreign  banks or of overseas
             branches of U.S.  banks may be affected by  governmental  action in
             the country of domicile of the branch or parent  bank.  Examples of
             adverse  foreign  governmental  actions  include the  imposition of
             currency controls,  the imposition of withholding taxes on interest
             income payable on such obligations,  interest limitations,  seizure
             or  nationalization  of assets, or the declaration of a moratorium.
             Deposits in foreign banks or foreign branches of U.S. banks are not
             covered by the Federal Deposit Insurance Corporation. The Fund will
             only  buy  short-term   instruments  where  the  risks  of  adverse
             governmental action are believed by the Manager to be minimal.  The
             Fund will  consider  these  factors  along with  other  appropriate
             factors  in  making  an   investment   decision  to  acquire   such
             obligations  and will only acquire  those which,  in the opinion of
             management,  are of an investment  quality comparable to other debt
             securities  bought by the Fund. The Fund may invest in certificates
             of deposit of selected  banks having less than one billion  dollars
             of assets  providing  the  certificates  do not exceed the level of
             insurance   (currently   $100,000)   provided  by  the   applicable
             government agency.

             A certificate  of deposit is issued  against  funds  deposited in a
             bank or savings and loan association for a definite period of time,
             at a  specified  rate of  return.  Normally  they  are  negotiable.
             However,  the Fund  may  occasionally  invest  in  certificates  of
             deposit which are not negotiable. Such certificates may provide for
             interest  penalties  in the  event  of  withdrawal  prior  to their
             maturity.  A bankers'  acceptance is a short-term credit instrument
             issued by corporations to finance the import,  export,  transfer or
             storage of goods. They are termed "accepted" when a bank guarantees
             their  payment at maturity and reflect the  obligation  of both the
             bank  and  drawer  to pay the  face  amount  of the  instrument  at
             maturity.

        (4)  Commercial   Paper  --  Short-term   promissory   notes  issued  by
             corporations  which at time of purchase  are rated A-1 or better by
             Standard  and  Poor's  ("S&P")  or  Prime-1  or better  by  Moody's
             Investors  Service,  Inc.  ("Moody's") or, if not rated,  issued or
             guaranteed  by a  corporation  with  outstanding  debt  rated AA or
             better by S&P or Aa or better by Moody's.  The Fund will not invest
             in master demand notes. (See Appendix A.)

        (5)  Short-term  Corporate Debt -- Corporate notes, bonds and debentures
             which at the time of  purchase  are rated AA or better by S&P or Aa
             or better by Moody's provided such securities have one year or less
             remaining to maturity. (See Appendix A.)

        (6)  Repurchase  Agreements --  Instruments  under which  securities are
             purchased from a bank or securities dealer with an agreement by the
             seller to repurchase the securities at the same price plus interest
             at  a  specified   rate.   (See  "FUND   INVESTMENTS  -  Repurchase
             Agreements.")

       The  ratings of Moody's  and S&P,  which are  described  in  Appendix  A,
represent their opinions as to the quality of the money market instruments which
they  undertake  to rate.  It should be  emphasized,  however,  that ratings are
general and are not absolute standards of quality. These ratings are the initial
criteria for  selection of portfolio  investments,  but the Manager will further
evaluate these securities.

Portfolio Turnover

   
       Portfolio turnover will normally differ for each Fund, may vary from year
to year,  as well as  within a year,  and may be  affected  by  portfolio  sales
necessary  to  meet  cash  requirements  for  redemptions  of Fund  shares.  The
portfolio  turnover  rate for a Fund is  calculated  by  dividing  the lesser of
purchases  or sales of its  portfolio  securities  during the fiscal year by the
monthly  average of the value of its portfolio  securities  (excluding  from the
computation all securities,  including  options,  with maturities at the time of
acquisition  of one year or less). A high rate of portfolio  turnover  generally
involves  correspondingly  greater brokerage commission expenses,  which must be
borne directly by the Fund.  Although the rate of portfolio turnover will not be
a limiting  factor when it is deemed  appropriate to purchase or sell securities
for a Fund,  each Fund  intends to limit  turnover so that  realized  short-term
gains on  securities  held for less than three months do not exceed 30% of gross
income  in order to  qualify  as a  "regulated  investment  company"  under  the
Internal Revenue Code. This requirement may in some cases limit the ability of a
Fund to effect certain portfolio transactions. No portfolio turnover rate can be
calculated  for the Money Market Funds  because of the short  maturities  of the
securities in which they invest.  The portfolio  turnover  rates for each of the
other  Funds for its most  recent  and  immediately  preceding  fiscal  periods,
respectively, were as follows (annualized when reporting period is less than one
year):  Aggressive  Growth - 105.6% (for the period  beginning  June 1, 1994 and
ended  December 31, 1994);  Asset  Allocation - 60.7% (for the period  beginning
June 1, 1994 and ended  December 31, 1994);  Balanced - 31.5% and 15.8%;  Bond -
18.2% and 14.0%; Capital Accumulation - 44.5% and 25.8%; Emerging Growth - 12.0%
and  22.4%;  Government  Securities  - 23.2% and  20.4%;  Growth - 0.9% (for the
period  beginning May 1, 1994 and ended  December 31, 1994);  High Yield - 30.6%
and  28.7%;  World - 14.4%  (for the  period  beginning  May 1,  1994 and  ended
December 31, 1994).
    

DIRECTORS AND OFFICERS OF THE FUNDS

       The  following  listing  discloses the  principal  occupations  and other
principal business  affiliations of the Funds' Officers and Directors during the
past five years.  All mailing  addresses are The Principal  Financial Group, Des
Moines, Iowa 50392, unless otherwise indicated.

   
       P. James D. Davis, 61, Director.  4940 Center Court, Bettendorf, Iowa. 
Attorney.  Vice President, Deere and Company, Retired.

       Roy W. Ehrle, 67, Director.  2424 Jordan Trail, West Des Moines, Iowa. 
Vice Chairman, Principal Mutual Life Insurance Company, Retired.

       P. Pamela A. Ferguson, 51, Director. P.O. Box 805, Grinnell, Iowa.  
President, Grinnell College since 1991. Prior thereto, Associate Provost and 
Dean of the Graduate School at the University of Miami.

       Richard W. Gilbert, 54, Director.  543 Park Drive, Kenilworth, IL  60043.
President, Gilbert Communications, Inc. since 1993.  Prior thereto, President 
and Publisher, Pioneer Press.

       *ss.Stephan L. Jones, 59, Director and President.  Vice President, 
Principal Mutual Life Insurance Company since 1986.  Director and President, 
Princor Financial Services Corporation and Princor Management Corporation.

       *ss.David K. Kauf, 61, Director and Chairman of the Board.  Senior Vice 
President, Principal Mutual Life Insurance Company since 1986.  Director and 
Chairman of the Board, Princor Management Corporation and Princor Financial 
Services Corporation.

     Ronald E. Keller, 59, Director. Executive Vice President,  Principal Mutual
Life  Insurance  Company  since 1992.  Prior  thereto,  Senior  Vice  President,
Principal Mutual Life Insurance  Company.  Director,  Princor Financial Services
Corporation and Princor Management Corporation.  Director and Chairman,  Invista
Capital Management, Inc.

       Barbara A. Lukavsky, 54, Director.  3920 Grand Avenue, Des Moines, Iowa.
President, Lu San, Inc.

       P. ss.Richard G. Peebler, 65, Director.  25th and University, Des Moines,
Iowa.  Professor, Drake University, College of Business and Public 
Administration, since 1990.

       Kristian E. Anderson, 36, Assistant Counsel.  Counsel, Principal Mutual 
Life Insurance Company since 1989.

       Craig L. Bassett, 43, Assistant Treasurer.  Associate Treasurer, 
Principal Mutual Life Insurance Company since 1988.

       *Michael J. Beer, 34, Financial Officer.  Vice President & Financial 
Officer, Princor Financial Services Corporation since 1995. Financial Officer, 
Princor Financial Services Corporation and Princor Management Corporation, 
1991-1994.

       Arthur S. Filean, 56, Vice President and Secretary.  Vice President, 
Princor Financial Services Corporation since 1990.

       *Ernest H. Gillum, 39, Assistant Secretary.  Product Development and 
Compliance Officer, Princor Financial Services Corporation and Princor 
Management Corporation, since 1991.  Prior thereto, Registered Investments
Products Manager, Principal Mutual Life Insurance Company.

     *Brian L. Nygaard, 36, Vice President and Controller. Senior Vice President
and  Chief  Operating  Officer  and  Treasurer,   Princor   Financial   Services
Corporation since 1988. Vice President, Princor Management Corporation.


     *Jerry G.  Wisgerhof,  57,  Treasurer.  Treasurer,  Principal  Mutual  Life
Insurance  Company.  Treasurer,  Princor Financial  Services  Corporation.  Vice
President and Treasurer, Princor Management Corporation.
    

       P.  Member of Audit and Nominating Committee.

       * Affiliated with the Manager of the Fund or its parent and considered an
"Interested  Person,"  as  defined in the  Investment  Company  Act of 1940,  as
amended.

       ss. Member of the Executive Committee. The Executive Committee is elected
by the  Board of  Directors  and may  exercise  all the  powers  of the Board of
Directors,  with certain exceptions,  when the Board is not in session and shall
report its actions to the Board.

   
     All  Directors  and  Officers  listed  above hold  similar  positions  with
twenty-four  mutual funds sponsored by Principal Mutual Life Insurance  Company.
In  addition,  James D.  Davis,  Stephan L.  Jones,  David K.  Kauf,  Barbara A.
Lukavsky, Richard G. Peebler and all of the officers hold similar positions with
one other Fund sponsored by Principal Mutual Life Insurance Company.

    During the period  ended  December  31,  1994,  the Funds did not pay any
salaries  directly  to  officers  but paid  management  fees to the  Manager  as
described herein.  During such period,  six unaffiliated  directors of each Fund
(those who are not officers or directors of the Manager) as a group received the
following  amounts in directors'  fees ($600 Annual Retainer plus $150 per Board
of Directors or Audit and Nominating  Committee  meeting  attended,  and $75 for
attendance  at any  executive or special  committee  meetings)  plus expenses of
attending the meeting,  if any:  Aggressive  Growth,  $6,576;  Asset Allocation,
$6,576; Balanced,  $7,746; Bond, $7,747; Capital Accumulation,  $7,746; Emerging
Growth,  $7,745;  Government  Securities,  $7,746;  Growth,  $6,493; High Yield,
$7,745; Money Market, $7,599; and World, $6,499.

       All of the outstanding  shares of the Funds are owned by Principal Mutual
Life  Insurance  Company and its  Separate  Accounts B and C and  Variable  Life
Separate  Account.  As of December 31, 1994,  the Officers and Directors of each
Fund as a group owned none of the outstanding shares of any of the Funds.
    

MANAGER AND SUB-ADVISORS

       The Manager of each of the Funds is Princor  Management  Corporation (the
"Manager"),  a wholly-owned subsidiary of Princor Financial Services Corporation
which is a  wholly-owned  subsidiary  of Principal  Holding  Company.  Principal
Holding  Company is a holding  company  which is a  wholly-owned  subsidiary  of
Principal  Mutual  Life  Insurance  Company,  a mutual  life  insurance  company
organized  in 1879  under  the laws of the  state of Iowa.  The  address  of the
Manager is The Principal  Financial Group,  Des Moines,  Iowa 50392. The Manager
was organized on January 10, 1969 and since that time has managed various mutual
funds sponsored by Principal Mutual Life Insurance Company.

   
       The Manager has executed an agreement  with Invista  Capital  Management,
Inc. ("Invista") under which Invista has agreed to assume the obligations of the
Manager to provide  investment  advisory  services for the Balanced Fund, Growth
Fund  and  World  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  December  31, 1994 were
approximately  $11.2 billion.  Invista's  address is 1500 Hub Tower, 699 Walnut,
Des Moines, Iowa 50309.

       The Manager has also  executed an  agreement  with Morgan  Stanley  Asset
Management  Inc.  ("MSAM") under which MSAM has agreed to assume the obligations
of the Manager to provide investment advisory services for the Aggressive Growth
Fund and Asset  Allocation Fund. The Manager pays MSAM a fee for such investment
advisory services.  MSAM, with principal offices at 1221 Avenue of the Americas,
New York, NY 10020,  provides a broad range of portfolio  management services to
customers in the United  States and abroad.  At December 31, 1994,  MSAM managed
investments totaling approximately $48.7 billion,  including approximately $35.6
billion  under  active  management  and  $13.1  billion  as Named  Fiduciary  or
Fiduciary Adviser.
    

       Each of the  persons  affiliated  with a Fund  who is also an  affiliated
person  of the  Manager  or a  Sub-Advisor  is named  below,  together  with the
capacities in which such person is affiliated:

   
                     Office Held With            Office Held With
       Name             Each Fund               The Manager/Invista
Michael J. Beer     Financial Officer        Vice President &
                                               Financial Officer (Manager)
Ernest H. Gillum    Assistant Secretary      Product Development and
                                               Compliance Officer
                                               (Manager)
Stephan L. Jones    Director and             Director and President
                    President                  (Manager)
David K. Kauf       Director and Chairman    Director and Chairman of
                      of the Board             the Board (Manager)
                                               Director (Manager)
Ronald E. Keller    Director                 Director (Manager)
                                               Director and Chairman of
                                               the Board (Invista)
Brian L. Nygaard    Vice President and       Vice President (Manager)
                      Controller
Michael D. Roughton   Counsel                Counsel (Manager; Invista)
Jerry G. Wisgerhof  Treasurer                Vice President and Treasurer
                                               (Manager)
    

COST OF MANAGER'S SERVICES

       For providing  the  investment  advisory  services,  and specified  other
services,  the Manager,  under the terms of the  Management  Agreement  for each
Fund,  is  entitled  to receive a fee  computed  and  accrued  daily and payable
monthly, at the following annual rates:

                      Aggressive
                        Growth                            High
                          and                             Yield
                         Asset                Emerging     and         All
  Net Asset Value     Allocation   World      Growth   Balanced       Other
     of Fund             Funds       Fund       Fund      Funds       Funds
 ----------------     ----------   -----     --------   -------       -----
First $100,000,000       .80%       .75%       .65%       .60%        .50%
Next   100,000,000       .75%       .70%       .60%       .55%        .45%
Next   100,000,000       .70%       .65%       .55%       .50%        .40%
Next   100,000,000       .65%       .60%       .50%       .45%        .35%
Over   400,000,000       .60%       .55%       .45%       .40%        .30%

   
       There is no  assurance  that any of the  Funds'  net  assets  will  reach
sufficient  amounts to be able to take advantage of the rate decreases.  The net
asset value of each Fund on  December  31, 1994 and the rate of the fee for each
Fund for investment  management services as provided in the Management Agreement
for the fiscal year then ended were as follows:

                                                              Management Fee
                                Net Assets as of              For Year Ended
           Fund                 December 31, 1994           December 31, 1994
- --------------------------      -----------------           -----------------
Aggressive Growth                $   13,770,486                   .80%
Asset Allocation                     28,041,057                   .80
Balanced                             25,043,207                   .60
Bond                                 17,108,322                   .50
Capital Accumulation                120,571,799                   .49
Emerging Growth                      23,911,965                   .65
Government Securities                36,121,363                   .50
Growth                               13,086,118                   .50
High Yield                            9,696,812                   .60
Money Market                         29,371,884                   .50
World                                13,746,094                   .75
    

       Under a Sub-Advisory  Agreement between Invista and the Manager,  Invista
performs all the investment  advisory  responsibilities of the Manager under the
Management Agreement for the Balanced,  Growth and World Funds and is reimbursed
by the Manager for the cost of providing such services.

       Under  a  Sub-Advisory  Agreement  between  MSAM  and the  Manager,  MSAM
performs all the investment  advisory  responsibilities of the Manager under the
Management  Agreement for the Aggressive  Growth and Asset Allocation Funds. The
Manager pays MSAM a fee,  accrued  daily and payable  monthly,  at the following
annual rates:

       Net Asset Value of Fund              Fee to MSAM
       -----------------------              -----------
          First $40 million                     .45%
          Next $160 million                     .30%
          Next $100 million                     .25%
          Over $300 million                     .20%

       Except  for  certain  Fund  expenses  set  out  below,   the  Manager  is
responsible  for  expenses,  administrative  duties and services  including  the
following: Expenses incurred in connection with the registration of the Fund and
Fund shares with the  Securities and Exchange  Commission  and state  regulatory
agencies;  office space,  facilities and costs of keeping the books of the Fund;
compensation of personnel and officers and any directors who are also affiliated
with the Manager;  fees for auditors and legal  counsel;  preparing and printing
Fund prospectuses;  administration of shareholder accounts,  including issuance,
maintenance  of  open  account  system,   dividend   disbursement,   reports  to
shareholders,  and  redemption.  However,  some or all of these  expenses may be
assumed  by  Principal  Mutual  Life  Insurance  Company  and some or all of the
administrative  duties and services may be delegated by the Manager to Principal
Mutual Life Insurance Company or affiliate thereof.

       Each Fund pays for certain corporate  expenses incurred in its operation.
Among  such  expenses,   the  Fund  pays  brokerage   commissions  on  portfolio
transactions,  transfer  taxes  and  other  charges  and  fees  attributable  to
investment  transactions,  any other local, state or federal taxes, the fees and
expenses of all  directors of the Fund who are not persons  affiliated  with the
Manager,  interest,  fees for Custodian of the Fund, and the cost of meetings of
shareholders.

       Fees paid for investment management services during the periods indicated
were as follows:

   
                                            Management Fees For
                             ---------------------------------------------------
                                 Year               Six Months     Fiscal Year
                                Ended                 Ended           Ended
                             December 31,          December 31,      June 30,
                        1994             1993         1992             1992
                        ----             ----         ----             ----
Aggressive Growth      $ 53,716*          N/A          N/A             N/A
Asset Allocation        127,034*          N/A          N/A             N/A
Balanced                131,488        $120,288     $ 54,775        $ 97,198
Bond                     72,199          69,168       32,001          56,874
Capital Accumulation    637,781         578,904      251,983         431,658
Emerging Growth          94,644          68,441       28,626          50,561
Government Securities   195,469         163,313       82,965         146,218
Growth                   24,971**         N/A          N/A             N/A
High Yield               57,369          55,420       26,964          46,949
Money Market            125,791         120,428       64,190         130,445
World                    38,147**         N/A          N/A             N/A

*  Period beginning June 1, 1994 and ended December 31, 1994. 
** Period beginning May 1, 1994 and ended December 31, 1994.

       The Management Agreements, Sub-Advisory Agreements and Investment Service
Agreements, pursuant to which Principal Mutual Life Insurance Company has agreed
to furnish certain personnel, services and facilities required by the Manager to
enable it to fulfill its investment  advisory  responsibilities  for each of the
Funds  except  the  Aggressive  Growth  and Asset  Allocation  Funds,  were last
approved by each such Fund's Board of Directors on September  12, 1994.  Each of
these  agreements  provides for continuation in effect from year to year only so
long as such  continuation is specifically  approved at least annually either by
the Board of Directors  of the Fund or by vote of a majority of the  outstanding
voting  securities of the Fund,  provided that in either event such continuation
shall be approved by vote of a majority of the Directors who are not "interested
persons"  (as defined in the  Investment  Company  Act of 1940) of the  Manager,
Principal Mutual Life Insurance  Company or its  subsidiaries,  the Fund and, in
the case of the  Sub-Advisory  Agreement  for each of the Funds  other  than the
Aggressive  Growth and Asset Allocation Funds,  Invista,  and in the case of the
Sub-Advisory  Agreement for each of the Aggressive  Growth and Asset  Allocation
Funds,  MSAM,  cast in person at a meeting  called for the  purpose of voting on
such  approval.  The Agreements may be terminated at any time on 60 days written
notice to the  Manager by the Board of  Directors  of the Fund or by a vote of a
majority of the outstanding securities of the Fund and by the Manager,  Invista,
MSAM or Principal Mutual Life Insurance Company,  as the case may be, on 60 days
written notice to the Fund. The Agreements will  automatically  terminate in the
event of their assignment.
    

BROKERAGE ON PURCHASES AND SALES OF SECURITIES

   
       In distributing brokerage business arising out of the placement of orders
for the  purchase  and sale of  securities  for any Fund,  the  objective of the
Funds' Manager or  Sub-Advisor is to obtain the best overall terms.  In pursuing
this  objective,  the Manager,  or  Sub-Advisor,  considers all matters it deems
relevant,  including the breadth of the market in the security, the price of the
security,  the financial  condition  and  executing  capability of the broker or
dealer  and the  reasonableness  of the  commission,  if any (for  the  specific
transaction and on a continuing basis). This may mean in some instances that the
Manager, or Sub-Advisor, will pay a broker commissions that are in excess of the
amount of  commission  another  broker might have charged for executing the same
transaction when the Manager, or Sub-Advisor, believes that such commissions are
reasonable  in  light of (a) the size and  difficulty  of  transactions  (b) the
quality of the execution provided and (c) the level of commissions paid relative
to commissions paid by other institutional  investors.  (Such factors are viewed
both in terms of that particular  transaction  and in terms of all  transactions
that broker  executes  for  accounts  over which the  Manager,  or  Sub-Advisor,
exercises  investment  discretion.  The Manager,  or  Sub-Advisor,  may purchase
securities in the over-the-counter  market,  utilizing the services of principal
market matters, unless better terms can be obtained by purchases through brokers
or dealers,  and may purchase  securities  listed on the New York Stock Exchange
from  non-Exchange  members in transactions  off the Exchange.) The Manager,  or
Sub-Advisor,  gives  consideration  in the  allocation  of  business to services
performed by a broker (e.g.  the  furnishing  of  statistical  data and research
generally consisting of information of the following types: analyses and reports
concerning issuers, industries,  economic factors and trends, portfolio strategy
and performance of client accounts). If any n is made, the primary criteria used
will be to obtain the best overall terms for such transactions.  The Manager, or
Sub-Advisor,  may pay additional  commission  amounts for research  services but
generally  does  not do so.  Such  statistical  data  and  research  information
received  from  brokers or  dealers  may be useful in  varying  degrees  and the
Manager, or Sub-Advisor,  may use it in servicing some or all of the accounts it
manages. Some statistical data and research information may not be useful to the
Manager,  or Sub-Advisor,  in managing the client  account,  brokerage for which
resulted in the Manager's, or Sub-Advisor's, receipt of the statistical data and
research information. However, in the Manager's, or Sub-Advisor's,  opinion, the
value thereof is not determinable and it is not expected that the Manager's,  or
Sub-Advisor's,  expenses will be significantly reduced since the receipt of such
statistical  data  and  research   information  is  only  supplementary  to  the
Manager's, or Sub-Advisor's,  own research efforts. The Manager, or Sub-Advisor,
allocated   portfolio   transactions  for  the  Aggressive  Growth  Fund,  Asset
Allocation Fund, Balanced Fund, Capital  Accumulation Fund, Emerging Growth Fund
and Growth Fund to certain  brokers  during the fiscal year ended  December  31,
1994  due to  research  services  provided  by  such  brokers.  These  portfolio
transactions  resulted in  commissions  paid to such brokers by the Funds in the
amounts of $5,355, $2,483, $1,527, $25,327, $550, and $265, respectively.
    

       Purchases  and  sales of debt  securities  and money  market  instruments
usually will be principal  transactions;  portfolio  securities will normally be
purchased directly from the issuer or from an underwriter or marketmaker for the
securities. Such transactions are usually conducted on a net basis with the Fund
paying no brokerage  commissions.  Purchases  from  underwriters  will include a
commission  or  concession  paid  by the  issuer  to the  underwriter,  and  the
purchases from dealers serving as  marketmakers  will include the spread between
the bid and asked prices.



<PAGE>


                                                       
   
       The  following  table  shows the  brokerage  commissions  paid during the
periods indicated.  In each year, 100% of the commissions paid by each Fund went
to  broker-dealers  which  provided  research,   statistical  or  other  factual
information.
                                  Total Brokerage Commissions Paid
                     -----------------------------------------------------------
                      Fiscal Year Ended   Six Months Ended    During Fiscal Year
                        December 31,          December 31,        Ended June 30
        Fund           1994         1993         1992                  1992
        ----           ----         ----         ----                  ----   
Aggressive Growth    $ 37,910*      N/A          N/A                   N/A
Asset Allocation       40,055*      N/A          N/A                   N/A
Balanced               14,596    $ 6,942       $ 5,715              $ 7,345
Capital Accumulation  149,871     86,990        50,396               73,217
Emerging Growth         7,527      8,601           250                  838
Growth                  7,280**     N/A          N/A                   N/A
World                  43,151**     N/A          N/A                   N/A

*      Period beginning June 1, 1994 and ended December 31, 1994.
**     Period beginning May 1, 1994 and ended December 31, 1994.

Brokerage commissions were paid to Principal Financial Securities, Inc. ("PFS"),
an  affiliate  of the  Manager,  for the year ended  December  31,  1994.  These
commissions were paid as follows:  Balanced,  $294; Capital Accumulation $3,258;
Emerging  Growth,  $357 Growth,  $632. The commission  payments by the Balanced,
Capital Accumulation, Emerging Growth and Growth Funds represented 2.01%, 2.17%,
4.74% and 8.68%,  respectively,  of each Fund's aggregate brokerage  commissions
paid during the period.  The dollar amount of transactions  effected through PFS
by the Balanced,  Capital  Accumulation,  Emerging  Growth and Growth Funds were
equal to 3.13%, 4.59%, 11.61%, and 14.34%, respectively, of the aggregate dollar
amount of transactions involving the payment of commissions for each Fund. No 
brokerage  commissions were paid to PFS during the two preceding fiscal periods.

Morgan  Stanley & Co.  ("Morgan  Stanley"),  which  became an  affiliate  of the
Manager during 1994, received brokerage  commissions for the year ended December
31,  1994 as  follows:  Balanced,  $375 and Capital  Accumulation,  $4,985.  The
commission  payments by the Balanced and Capital  Accumulation Funds represented
3.32% and 2.56%,  respectively,  of each Fund's aggregate brokerage  commissions
paid during the  period.  The dollar  amount of  transactions  effected  through
Morgan  Stanley by the  Balanced  and Capital  Accumulation  Funds were equal to
2.81% and 3.19%,  respectively,  of the aggregate  dollar amount of transactions
involving the payment of commissions for each Fund.
    

       The Manager acts as investment advisor for each of the funds sponsored by
Principal  Mutual Life  Insurance  Company and places orders to trade  portfolio
securities for each of these funds,  except the Aggressive Growth Fund and Asset
Allocation  Fund.  If, in carrying out the  investment  objectives of the funds,
occasions arise when purchases or sales of the same equity  securities are to be
made for two or more of the funds at the same  time,  a  computer  program  will
randomly order the  instructions  to purchase and,  whenever  possible,  to sell
securities.  Securities  purchased or proceeds of sales received on each trading
day with respect to such orders shall be allocated to the various  funds placing
orders on that  trading day by filling  each  fund's  order for that day, in the
sequence  arrived at by the random  ordering.  If purchases or sales of the same
debt  securities  are to be made for two or more of the Funds at the same  time,
the securities will be purchased or sold  proportionately in accordance with the
amount of such  security  sought to be  purchased  or sold at that time for each
fund.  If the  purchase or sale of  securities  consistent  with the  investment
objectives  of the funds or one or more of the other clients for which MSAM acts
as  investment  sub-advisor  or  advisor  is to be made at the  same  time,  the
securities  will be purchased or sold  proportionately  in  accordance  with the
amount of such  security  sought to be  purchased  or sold at that time for each
fund or client.

DETERMINATION OF NET ASSET VALUE OF FUND SHARES

Growth-Oriented and Income-Oriented Funds

       The net asset  values of the  shares of each of the  Growth-Oriented  and
Income-Oriented  Funds are determined  daily,  Monday through Friday,  as of the
close of trading on the New York Stock Exchange, except on days on which changes
in the value of a Fund's  portfolio  securities  will not materially  affect the
current  net asset value of that Fund's  redeemable  securities,  on days during
which a Fund  receives  no  order  for the  purchase  or sale of its  redeemable
securities  and no tender of such a security  for  redemption,  and on customary
national  business  holidays.  The Funds treat as  customary  national  business
holidays  those  days on which the New York  Stock  Exchange  is closed  for New
Year's Day (January 1), Washington's  Birthday (third Monday in February),  Good
Friday  (variable date between March 20 and April 23,  inclusive),  Memorial Day
(last  Monday in May),  Independence  Day (July 4),  Labor Day (first  Monday in
September),  Thanksgiving  Day (fourth  Thursday in November)  and Christmas Day
(December  25).  The net asset  value per share for each Fund is  determined  by
dividing the value of securities  in the Fund's  investment  portfolio  plus all
other assets,  less all liabilities,  by the number of Fund shares  outstanding.
Securities for which market quotations are readily available,  including options
and  futures  traded  on an  exchange,  are  valued at  market  value,  which is
currently  determined  using the last  reported  sale  price or, if no sales are
reported, as is regularly the case for some securities traded  over-the-counter,
the last reported bid price.  When reliable market quotations are not considered
to be readily  available,  which may be the case,  for example,  with respect to
certain   debt   securities,    preferred   stocks,   foreign   securities   and
over-the-counter options, the investments are valued by using market quotations,
prices provided by market makers,  which may include dealers with which the Fund
has executed  transactions,  or estimates of market  values  obtained from yield
data and other  factors  relating to  instruments  or  securities  with  similar
characteristics  in accordance with procedures  established in good faith by the
Board of Directors.  Securities with remaining maturities of 60 days or less are
valued at amortized cost. Other assets are valued at fair value as determined in
good faith by the Board of Directors of the Fund.

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

Money Market Fund

       The net asset value of shares of the Money Market Fund is  determined  at
the same  time and on the same  days as each of the  Growth-Oriented  Funds  and
Income-Oriented  Funds as described above. The net asset value per share for the
Fund is computed by dividing the total value of the Fund's  securities and other
assets, less liabilities, by the number of Fund shares outstanding.

       All  securities  held by the  Money  Market  Fund  will be  valued  on an
amortized  cost basis.  Under this method of valuation,  a security is initially
valued  at  cost;   thereafter,   the  Fund  assumes  a  constant  proportionate
amortization  in value until maturity of any discount or premium,  regardless of
the impact of  fluctuating  interest  rates on the market value of the security.
While this method  provides  certainty  in  valuation,  it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price that would be received upon sale of the security.

       Use of the  amortized  cost  valuation  method by the Money  Market  Fund
requires the Fund to maintain a dollar weighted  average  maturity of 90 days or
less and to purchase only obligations that have remaining maturities of 397 days
or less or have a variable or floating rate of interest.  In addition,  the Fund
can invest only in "Eligible  Securities" as that term is defined in Regulations
issued under the Investment Company Act of 1940 (see the Fund's Prospectus for a
more  complete  description)  determined  by its Board of  Directors  to present
minimal credit risks.

       The  Board of  Directors  for the  Money  Market  Fund  have  established
procedures designed to stabilize,  to the extent reasonably possible, the Fund's
price per share as computed for the purpose of sales and  redemptions  at $1.00.
Such  procedures  include a directive to the Manager to test price the portfolio
or specific securities thereof upon certain changes in the Treasury Bill auction
interest  rate for the purpose of  identifying  possible  deviations  in the net
asset  value  per share  calculated  by using  available  market  quotations  or
equivalents from $1.00 per share. If such deviation exceeds 1/2 of 1%, the Board
of Directors will promptly consider what action,  if any, will be initiated.  In
the event the Board of Directors  determines  that a deviation  exists which may
result in material  dilution or other unfair results to shareholders,  the Board
will take such corrective  action as it regards as appropriate,  including:  the
sale of portfolio  instruments prior to maturity;  the withholding of dividends;
redemptions of shares in kind; the  establishment of a net asset value per share
based upon available  market  quotations;  or splitting,  combining or otherwise
recapitalizing outstanding shares. The Fund may also reduce the number of shares
outstanding by redeeming proportionately from shareholders,  without the payment
of any monetary compensation, such value at $1.00 per share.

PERFORMANCE CALCULATION

       Each  of the  Principal  Funds  may  from  time  to  time  advertise  its
performance  in terms of total  return.  The figures  used for total  return and
yield are based on the historical performance of a Fund, show the performance of
a hypothetical  investment and are not intended to indicate future  performance.
Total  return  and  yield  will vary from  time to time  depending  upon  market
conditions,  the composition of a Fund's portfolio and operating expenses. These
factors and possible differences in the methods used in calculating  performance
figures  should  be  considered  when  comparing  a  Fund's  performance  to the
performance of some other kind of investment.  The  calculations of total return
and yield for the Funds do not  include  the fees and  charges  of the  separate
accounts that invest in the Funds and, therefore,  do not reflect the investment
performance of those separate accounts.

       Each Fund may also include in its advertisements performance rankings and
other  performance-related  information  published  by  independent  statistical
services  or  publishers,  such  as  Lipper  Analytical  Services,  Weisenberger
Investment Companies Services, Money Magazine,  Forbes, The Wall Street Journal,
Barron's and Changing  Times,  and  comparisons of the  performance of a Fund to
that of various market indices,  such as the S&P 500 Index, Lehman Brothers GNMA
Index, Dow Jones  Industrials  Index, and the Salomon Brothers  Investment Grade
Bond Index.

Total Return

       When advertising total return figures,  each of the Growth-Oriented Funds
and Income-Oriented  Funds will include its average annual total return for each
of the one,  five and ten year periods (or if shorter,  the period  during which
its  registration  statement has been in effect) that end on the last day of the
most  recent  calendar  quarter.  Average  annual  total  return is  computed by
calculating the average annual  compounded rate of return over the stated period
that would equate an initial $1,000  investment to the ending  redeemable  value
assuming the  reinvestment of all dividends and capital gains  distributions  at
net asset value.  In its  advertising,  a Fund may also include  average  annual
total  return for some other period or  cumulative  total return for a specified
period.  Cumulative  total return is computed by dividing the ending  redeemable
value   (assuming   the   reinvestment   of  all  dividends  and  capital  gains
distributions at net asset value) by the initial investment.

   
       The  following  table shows as of December 31, 1994 average  annual total
return for each of the Funds for the periods indicated:

          Fund            1-Year          5-Year               10-Year
Aggressive Growth         4.48%(4)
Asset Allocation          0.89%(4)
Balanced                 -2.09%            9.05%               10.37%(1)
Bond                     -2.90%            7.81%                8.91%(1)
Capital Accumulation      0.49%            8.20%               12.01%
Emerging Growth           0.78%           13.16%               15.74%(1)
Government Securities    -4.53%            7.54%                8.05%(2)
Growth                    8.22%(3)
High Yield                0.62%            8.76%                8.59%(1)
World                    -5.00%(3)

(1)     Period beginning December 18, 1987 and ending December 31, 1994.
(2)     Period beginning March 30, 1987 and ending December 31, 1994.
(3)     Period beginning May 1, 1994 and ending December 31, 1994.
(4)     Period beginning June 1, 1994 and ending December 31, 1994.
    

Yield

       Money Market Fund

       The Money Market Fund may advertise its yield and its effective yield.

   
       Yield is computed by  determining  the net change,  exclusive  of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the  beginning of the period,  subtracting  a  hypothetical  charge
reflecting deductions from shareholder accounts,  and dividing the difference by
the value of the account at the  beginning of the base period to obtain the base
period return,  and then  multiplying the base period return by (365/7) with the
resulting yield figure carried to at least the nearest hundredth of one percent.
As of December  31,  1994,  the Money  Market  Fund's  yield was 5.24%.  Because
realized  capital gains or losses in a Fund's  portfolio are not included in the
calculation,  the Fund's net investment  income per share for yield purposes may
be different  from the net  investment  income per share for dividend  purposes,
which includes net short-term realized gains or losses on the Fund's portfolio.

       Effective yield is computed by determining  the net change,  exclusive of
capital changes,  in the value of a hypothetical  pre-existing  account having a
balance of one share at the beginning of the period,  subtracting a hypothetical
charge  reflecting  deductions  from  shareholder  accounts,  and  dividing  the
difference  by the value of the account at the  beginning  of the base period to
obtain the base period return,  and then  compounding  the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7, and  subtracting
1 from the result.  The resulting  effective yield figure is carried to at least
the nearest hundredth of one percent.  As of December 31, 1994, the Money Market
Fund's effective yield was 5.40%.
    

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

       The yield for the Money  Market 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.  It should also be  emphasized  that the Fund is an open-end
investment  company and that there is no  guarantee  that the net asset value or
any stated rate of return will remain  constant.  A shareholder's  investment in
the Fund is not insured.  Investors  comparing  results of the Money Market 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.

TAX STATUS

       It is the  policy  of  each  Fund  to  distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other requirements,  each Fund intends to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund so qualifies,  it will be exempt from federal income tax upon the amount so
distributed to investors.

       For  federal  income tax  purposes,  capital  gains and losses on futures
contracts  or options  thereon,  index  options or options  traded on  qualified
exchanges  are  generally  treated  at 60%  long-term  and  40%  short-term.  In
addition,  a Fund  must  recognize  any  unrealized  gains  and  losses  on such
positions  held at the end of the fiscal  year. A Fund may elect out of such tax
treatment,  however,  for a  futures  or  options  position  that  is part of an
"identified  mixed  straddle"  such as a put option  purchased  by the Fund with
respect  to a  portfolio  security.  Gains and  losses on  figures  and  options
included in an identified  mixed straddle will be considered 100% short-term and
unrealized  gain or loss on such positions will not be realized at year end. The
straddle  provisions of the Code may require the deferral of realized  losses to
the extent that the Fund has unrealized gains in certain offsetting positions at
the end of the fiscal year, and may also require  recharacterization of all or a
part of losses on certain offsetting positions from short-term to long-term,  as
well as adjustment of the holding periods of straddle positions.

       One of the  requirements  the Funds must meet to  qualify as a  regulated
investment  company under federal tax law is that the Fund must derive less than
30% of its  gross  income  from  gains  on the  sale  or  other  disposition  of
securities  held for less than  three  months.  Accordingly,  the Funds  will be
restricted in selling  securities  held or  considered  under Code rules to have
been held for less than three months and in engaging in certain  transactions to
obtain or close positions in options and futures contracts.

     The 1986 Tax Reform Act imposes 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.

GENERAL INFORMATION AND HISTORY

       The Aggressive Growth Fund was incorporated under the laws of Maryland on
August 20, 1993 as Principal  Blue Chip Fund,  Inc. The Fund changed its name to
Principal Aggressive Growth Fund on May 1, 1994.

       The Asset Allocation Fund was incorporated  under the laws of Maryland on
August 20, 1993 as Principal  Utilities  Fund, Inc. The Fund changed its name to
Principal Asset Allocation Fund on May 1, 1994.

   
       The Balanced Fund was incorporated under the laws of Maryland on November
26,  1986.  Effective  November 1, 1988 the Fund  changed its name from  Princor
Managed  Investment Fund, Inc. to Principal Managed Fund, Inc.  Effective May 1,
1994, the Fund changed its name to Principal Balanced Fund, Inc.
    

     The Bond Fund was  incorporated  under the laws of Maryland on November 26,
1986. Effective March 20, 1987, its name was changed from Princor Corporate Bond
Fund, Inc. to Princor Bond Investment Fund, Inc.  Effective November 1, 1988 the
Fund changed its name to Principal Bond Fund, Inc.

       The Capital Accumulation Fund was incorporated under the laws of Maryland
on May 26, 1989 as the  successor  to the  business of a fund with the same name
that had been  incorporated  in Delaware  on February 6, 1969 (the  "Predecessor
Fund").  Effective  November 1, 1986, the Predecessor Fund changed its name from
BLC Fund, Inc. to Princor Fund, Inc. Effective November 1, 1987, the Predecessor
Fund changed its name to Princor  Investment  Fund, Inc.  Effective  November 1,
1988, the Predecessor  Fund changed its name to Principal  Capital  Accumulation
Fund, Inc.

       The Emerging Growth Fund was  incorporated  under the laws of Maryland on
February 20, 1987.  Effective  November 1, 1988,  the Fund changed its name from
Princor  Aggressive Growth Investment Fund, Inc. to Principal  Aggressive Growth
Fund,  Inc.  Effective  May 1, 1992,  the Fund  changed its name from  Principal
Aggressive Growth Fund, Inc., to Principal Emerging Growth Fund, Inc.

   
       The  Government  Securities  Fund  was  incorporated  under  the  laws of
Maryland  on  June  7,  1985 a BLC  Federal  Government  Securities  Fund,  Inc.
Effective  November  1,  1986  the Fund  changed  its  name to  Princor  Federal
Government  Securities Fund, Inc. On November 1, 1987, the Fund changed its name
to Princor  Government  Securities  Investment Fund, Inc.  Effective November 1,
1988, the Fund changed its name to Principal Government Securities Fund, Inc.
    

       The High  Yield  Fund was  incorporated  under  the laws of  Maryland  on
December 2, 1986.  Effective  March 20, 1987,  its name was changed from Princor
High Yield Bond  Investment  Fund, Inc. to Princor High Yield  Investment  Fund,
Inc.  Effective  November 1, 1988,  the Fund changed its name to Principal  High
Yield Fund, Inc.

       The Money Market Fund was incorporated under the laws of Maryland on June
10, 1982.  Effective  November 1, 1986, the Fund changed its name from BLC Money
Market Fund, Inc. to Princor Money Market Fund, Inc. Effective November 1, 1987,
the  Fund  changed  its name to  Princor  Money  Market  Investment  Fund,  Inc.
Effective  November 1, 1988, the Fund changed its name to Principal Money Market
Fund, Inc.

       Effective July 1, 1992, the Bond, Capital Accumulation,  Emerging Growth,
Government Securities,  High Yield, Managed and Money Market Funds changed their
respective fiscal year-ends from June 30 to December 31.

Reorganization

       Following is a description of a  Reorganization  completed by the Capital
Accumulation  Fund on November 1, 1989.  "Predecessor  Fund" as used below means
the Capital Accumulation Fund, which was incorporated in Delaware on February 6,
1969.  "Successor Fund" as used below refers to the Capital  Accumulation  Fund,
which was incorporated in Maryland on May 26, 1989 for the purpose of completing
the Reorganization.

       On  October  3,  1989,  a  majority  of  the  outstanding  shares  of the
Predecessor  Fund approved a proposal to permit the Predecessor Fund to transfer
all of its assets and  liabilities to the Successor  Fund in accordance  with an
Agreement and Plan of  Reorganization  and Liquidation  dated June 16, 1989 (the
"Agreement")   between   the   Successor   Fund  and   Predecessor   Fund   (the
"Reorganization").  The Agreement was  authorized  and approved by the Boards of
Directors of the Predecessor  Fund and the Successor Fund in accordance with the
laws of Delaware and Maryland,  respectively. The net asset values of the shares
were unaffected by the Reorganization.

       The primary purpose for the  Reorganization was to change the Predecessor
Fund's domicile,  thereby  eliminating an unnecessary state tax burden for which
the Predecessor Fund was responsible.  The state of Delaware imposed a franchise
tax on the  Predecessor  Fund  based upon the  assets of the  Predecessor  Fund.
Payment  of this state tax  reduced  the  Predecessor  Fund's  income  otherwise
distributable to the Predecessor Fund's shareholders. Maryland does not impose a
franchise tax but imposes an income tax based upon undistributed net income. The
amount of state  income tax for a Maryland  mutual  fund is low or  non-existent
because a mutual  fund  distributes  substantially  all of its net  income  each
fiscal year.

       By voting  in favor of the  Agreement  the  shareholders  authorized  the
Predecessor   Fund,  as  the  sole   shareholder   of  the  Fund  prior  to  the
Reorganization,  to: (i) elect as  directors  of the  Successor  Fund all of the
Predecessor Fund's Directors at the time of the Reorganization;  (ii) ratify the
selection  of Ernst & Young LLP as the  independent  auditors  of the  Successor
Fund; and (iii) approve as Management Agreement and Investment Service Agreement
for the Successor  Fund  agreements  substantially  identical to the  Management
Agreement and Investment Service Agreement in effect for the Predecessor Fund at
the time of the Reorganization.

       In the  Prospectus  and  Statement of  Additional  Information,  the term
Capital  Accumulation  Fund is used generally to refer to the Successor Fund and
with respect to matters occurring prior to the reorganization to the Predecessor
Fund.

FINANCIAL STATEMENTS

   
       The  financial  statements  for the Funds  for the  fiscal  period  ended
December 31, 1994 appearing in the Annual Report to Shareholders  and the report
thereon of Ernst and Young LLP,  independent  auditors,  appearing  therein  are
incorporated  by reference  in this  Statement of  Additional  Information.  The
Annual Report will be furnished, without charge, to investors who request copies
of the Statement of Additional Information.
    





<PAGE>


APPENDIX A

Description of Bond Ratings:

Moody's Investors Service, Inc. Bond Ratings


Aaa:

Bonds which are rated Aaa are judged to be of the best  quality.  They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally  stable margin
and  principal is secure.  While the various  protective  elements are likely to
change,  such  changes  as can be  visualized  are most  unlikely  to impair the
fundamentally strong position of such issues.

Aa:

Bonds  which are rated Aa are  judged to be of high  quality  by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater  amplitude or there may be other  elements  present which make
the long-term risks appear somewhat larger than in Aaa securities.

A:

Bonds which are rated A possess many favorable investment  attributes and are to
be  considered as upper medium grade  obligations.  Factors  giving  security to
principal  and interest  are  considered  adequate,  but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa:

Bonds which are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such  bonds  lack  outstanding  investment  characteristics  and  in  fact  have
speculative characteristics as well.

Ba:

Bonds which are rated Ba are judged to have speculative  elements;  their future
cannot be  considered  as  well-assured.  Often the  protection  of interest and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

B:

Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Caa:

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

Ca:

Bonds which are rated Ca represent  obligations  which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C:

Bonds which are rated C are the lowest  rated class of bonds and issues so rated
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

       CONDITIONAL  RATING:  Bonds  for  which  the  security  depends  upon the
completion  of  some  act  or  the  fulfillment  of  some  condition  are  rated
conditionally.   These  bonds   secured  by  (a)  earnings  of  projects   under
construction,  (b) earnings of projects unseasoned in operation experience,  (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches.  Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

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

       SHORT-TERM  NOTES:  The four ratings of Moody's for short-term  notes are
MIG 1, MIG 2, MIG 3 and MIG 4; MIG 1  denotes  "best  quality,  enjoying  strong
protection  from  established  cash flows";  MIG 2 denotes  "high  quality" with
"ample  margins  of  protection";  MIG 3 notes are of  "favorable  quality...but
lacking the  undeniable  strength of the preceding  grades";  MIG 4 notes are of
"adequate  quality,  carrying  specific  risk for  having  protection...and  not
distinctly or predominantly speculative."

Description of Moody's Commercial Paper Ratings

       Moody's  Commercial  Paper  ratings are  opinions of the ability to repay
punctually  promissory  obligations not having an original maturity in excess of
nine months. Moody's employs the following three designations,  all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:

             Issuers rated Prime-1 (or related  supporting  institutions) have a
       superior capacity for repayment of short-term promissory obligations.

             Issuers rated Prime-2 (or related  supporting  institutions) have a
       strong capacity for repayment of short-term promissory obligations.

             Issuers rated Prime-3 (or related supporting  institutions) have an
       acceptable capacity for repayment of short-term promissory obligations.

             Issuers  rated Not Prime do not fall within any of the Prime rating
       categories.

Description of Standard & Poor's Corporation's Debt Ratings:

       A  Standard  &  Poor's  debt  rating  is  a  current  assessment  of  the
creditworthiness  of an obligor  with  respect to a  specific  obligation.  This
assessment may take into consideration obligors such as guarantors, insurers, or
lessees.

       The debt  rating  is not a  recommendation  to  purchase,  sell or hold a
security,  inasmuch as it does not comment as to market price or suitability for
a particular investor.

       The ratings are based on current  information  furnished by the issuer or
obtained  by Standard & Poor's from other  sources  Standard & Poor's  considers
reliable.  Standard & Poor's  does not perform an audit in  connection  with any
rating and may,  on  occasion,  rely on  unaudited  financial  information.  The
ratings may be changed,  suspended  or  withdrawn  as a result of changes in, or
unavailability of, such information, or for other circumstances.

       The   ratings  are  based,   in  varying   degrees,   on  the   following
considerations:

  I.   Likelihood of default -- capacity and  willingness  of the obligor as to 
       the timely payment of interest and repayment of principal in accordance  
       with the terms of the obligation;

 II.   Nature of and provisions of the obligation;

III.   Protection  afforded by, and relative  position  of, the  obligation  in 
       the event of bankruptcy,  reorganization  or other arrangement under the 
       laws of bankruptcy and other laws affecting creditor's rights.

         AAA:

         Debt rated "AAA" has the highest rating  assigned by Standard & Poor's.
         Capacity to pay interest and repay principal is extremely strong.

         AA:

         Debt rated "AA" has a very strong  capacity to pay  interest  and repay
         principal  and  differs  from the  highest-rated  issues  only in small
         degree.

         A:

         Debt  rated  "A"  has a  strong  capacity  to pay  interest  and  repay
         principal  although they are somewhat more  susceptible  to the adverse
         effects of changes in circumstances  and economic  conditions than debt
         in higher-rated categories.

         BBB:

         Debt rated  "BBB" is  regarded  as having an  adequate  capacity to pay
         interest and repay  principal.  Whereas it normally  exhibits  adequate
         protection   parameters,   adverse  economic   conditions  or  changing
         circumstances  are more  likely to lead to a weakened  capacity  to pay
         interest and repay principal for debt in this category than for debt in
         higher-rated categories.

         BB, B, CCC, CC:

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

         C:

         The rating "C" is  reserved  for income  bonds on which no  interest is
         being paid.

         D:

         Debt rated "D" is in default,  and payment of interest and/or repayment
         of principal is in arrears.

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

         Provisional  Ratings:  The  letter  "p"  indicates  that the  rating is
         provisional.  A provisional rating assumes the successful completion of
         the project being  financed by the bonds being rated and indicates that
         payment of debt service  requirements is largely or entirely  dependent
         upon the successful and timely completion of the project.  This rating,
         however,  while addressing  credit quality  subsequent to completion of
         the  project,  makes no  comment on the  likelihood  of, or the risk of
         default upon failure of, such completion.  The investor should exercise
         his own judgment with respect to such likelihood and risk.

         NR:

         Indicates that no rating has been requested, that there is insufficient
         information  on which to base a rating or that  Standard & Poor's  does
         not rate a particular type of obligation as a matter of policy.

Standard & Poor's, Commercial Paper Ratings

       A Standard & Poor's  Commercial  Paper Rating is a current  assessment of
the likelihood of timely payment of debt having an original  maturity of no more
than 365 days. Ratings are graded into four categories, ranging from "A" for the
highest  quality  obligations  to "D" for the lowest.  Ratings are applicable to
both  taxable  and  tax-exempt  commercial  paper.  The four  categories  are as
follows:

       A:

       Issues  assigned  the highest  rating are regarded as having the greatest
       capacity for timely payment.  Issues in this category are delineated with
       the numbers 1, 2 and 3 to indicate the relative degree of safety.

      A-1    This  designation  indicates  that the  degree of safety  regarding
             timely payment is either  overwhelming or very strong.  Issues that
             possess  overwhelming  safety  characteristics  will be given a "+"
             designation.

      A-2    Capacity  for timely  payment on issues  with this  designation  is
             strong.  However,  the relative  degree of safety is not as high as
             for issues designated "A-1".

      A-3    Issues carrying this designation  have a satisfactory  capacity for
             timely payment. They are, however,  somewhat more vulnerable to the
             adverse  effects  of  changes  in  circumstances  than  obligations
             carrying the highest designations.

       B:

       Issues  rated "B" are  regarded as having only an adequate  capacity  for
       timely  payment.  However,  such  capacity  may be  damaged  by  changing
       conditions or short-term adversities.

       C:

       This rating is assigned to short-term  debt  obligations  with a doubtful
       capacity for payment.

       D:

       This rating  indicates that the issue is either in default or is expected
       to be in default upon maturity.

       The Commercial Paper Rating is not a recommendation to purchase or sell a
security.  The ratings are based on current information  furnished to Standard &
Poor's by the issuer and  obtained by  Standard & Poor's  from other  sources it
considers  reliable.  The ratings may be changed,  suspended,  or withdrawn as a
result of changes in or unavailability of, such information.

       Standard & Poor's rates notes with a maturity of less than three years as
follows:

      SP-1      A  very  strong,  or  strong,  capacity  to  pay  principal  and
                interest.    Issues    that    possess    overwhelming    safety
                characteristics will be given a "+" designation.

      SP-2      A satisfactory capacity to pay principal and interest.

      SP-3      A speculative capacity to pay principal and interest.




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