PRINCIPAL GROWTH FUND INC /MD/
497, 1998-07-30
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     This Prospectus  describes a family of investment  companies which has been
organized by Principal Mutual Life Insurance Company. Together the Funds provide
the following range of investment objectives:
    

                              GROWTH-ORIENTED FUNDS

                                    Domestic

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

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

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

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

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

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

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

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

                                  International

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

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

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

                              INCOME-ORIENTED FUNDS

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



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

   
                The date of this Prospectus is December 31, 1997
                       as revised through August 1, 1998.

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

Principal  High  Yield  Fund,  Inc.  seeks  high  current  income  primarily  by
purchasing high yielding,  lower or non-rated fixed income  securities which are
believed not to involve undue risk to income or principal.  Capital  growth is a
secondary  objective when  consistent with the objective of high current income.
Principal  High Yield Fund,  Inc.  invests  predominantly  in lower rated bonds,
commonly  referred to as "junk  bonds" and may invest 100% of its assets in such
bonds.  Bonds of this  type are  considered  to be  speculative  with  regard to
payment of interest and return of principal.  Purchasers should carefully assess
the risks  associated  with an  investment in this fund.  THESE ARE  SPECULATIVE
SECURITIES.

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

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

                               MONEY MARKET FUNDS

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

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

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

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

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

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

     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information  dated December 31, 1997 which is incorporated by reference  herein.
The Statement of Additional  Information and a Prospectus for Class R shares can
be  obtained  free of charge by writing  or  telephoning  the  Funds'  principal
underwriter: Princor Financial Services Corporation, P.O. Box 10423, Des Moines,
IA 50306. Telephone 1-800-247-4123.

                                TABLE OF CONTENTS

                                                                            Page

     Overview  ..............................................................  4

   
     Financial Highlights.................................................... 11
    

     Investment Objectives, Policies and Restrictions........................ 24

         Growth-Oriented Funds............................................... 24

             Domestic........................................................ 24

             International................................................... 29

         Income-Oriented Funds............................................... 30

         Money Market Funds.................................................. 36

     Certain Investment Policies and Restrictions............................ 38

     Risk Factors............................................................ 40

     How the Funds are Managed............................................... 40

     How to Purchase Shares.................................................. 43

     Offering Price of Funds' Shares ........................................ 45

     Distribution and Shareholder Servicing Plans and Fees................... 47

     Determination of Net Asset Value of Funds' Shares....................... 47

     Distribution of Income Dividends and Realized Capital Gains ............ 48

     Tax Treatment of the Funds, Dividends and Distributions ................ 50

     How to Exchange Shares.................................................. 51

     How to Sell Shares...................................................... 52

     Periodic Withdrawal Plan................................................ 53

     Performance Calculation................................................. 54

     General Information About a Fund Account................................ 55

     Retirement Plans........................................................ 56

     Shareholder Rights...................................................... 56

     Additional Information.................................................. 56

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

OVERVIEW

     The following  overview is provided for your  convenience.  Please read the
detailed information found in the prospectus.

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

What it Costs to Invest

     There are costs to acquire and own many types of investments. Shares of the
Principal Funds are no exception. The tables on the next pages show the fees and
expenses of buying and owning shares of each of the Funds.  Except as noted, the
information  for all of the Funds is based on the fiscal year ended  October 31,
1997. The Examples are based on each Fund's Annual Operating  Expenses described
in Tables A and B. Please  remember that actual expenses and future expenses may
be more or less than those shown.

<TABLE>
<CAPTION>
                                                  Shareholder Transaction Expenses

                                                             Class A Shares

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

<S>                                                          <C>                           <C>         <C>            <C>
     All Funds except Limited Term Bond Fund
       and Money Market Funds                                4.75%                         None        None           None
     Limited Term Bond Fund                                  1.50%                         None        None           None
     Money Market Funds                                       None                         None        None           None
<FN>
     * A wire charge of $6.00 will be deducted for all wire transfers.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                             Class B Shares

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

<S>                                                  <C>                 <C>        <C>     <C>                                   
     All Funds except Limited Term Bond Fund         4.75%               None       None           Redemptions During Year
                                                                                                   -----------------------
                                                                                             1     2     3    4     5    6   7
                                                                                             -     -     -    -     -    -   -
                                                                                             4%    4%    3%   3%    2%   1%  0%


       Limited Term Bond Fund                        1.50%               None       None           Redemptions During Year
                                                                                                   -----------------------
                                                                                             1     2     3    4     5    6   7
                                                                                             -     -     -    -     -    -   -
                                                                                            1.25% 1.25% .75% .75%  .50% .25% 0%

<FN>
     * A wire charge of $6.00 will be deducted for all wire transfers.
</FN>
</TABLE>
<TABLE>
<CAPTION>
   TABLE A                                           CLASS A SHARES
                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                    -----------------------------------------------------------------------
                                                    Management            12b-1            Other            Total Operating
                       Fund                            Fee                 Fee            Expenses              Expenses
                       ----                         ----------            -----           --------          ---------------
<S>                                                    <C>                <C>               <C>                   <C>  
   
     Balanced Fund                                     .60%               .25%              .48%                  1.33%
     Blue Chip Fund                                    .50                .25               .55                   1.30
     Bond Fund                                         .46                .23               .26                    .95*
     Capital Value Fund                                .40                .12               .18                    .70
     Cash Management Fund                              .37                None              .26                    .63*
     Government Securities Income Fund                 .46                .19               .19                    .84
     Growth Fund                                       .44                .21               .38                   1.03
     High Yield Fund                                   .60                .25               .37                   1.22
     International Emerging Markets Fund              1.23                .09               .71                   2.03**
     International Fund                                .71                .21               .47                   1.39
     International SmallCap Fund                      1.19                .09               .71                   1.99**
     Limited Term Bond Fund                            .25                .17               .48                    .90*
     MidCap Fund                                       .59                .25               .42                   1.26
     Real Estate Fund                                  .90                .25               .55                   1.70***
     SmallCap Fund                                     .85                .25               .55                   1.65***
     Tax-Exempt Bond Fund                              .48                .20               .11                    .79
     Tax-Exempt Cash Management Fund                   .47                None              .23                    .70*
     Utilities Fund                                    .50                .25               .40                   1.15*
    
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
</TABLE>
<TABLE>
<CAPTION>
   TABLE B                                           CLASS B SHARES
                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                   -----------------------------------------------------------------------
                                                    Management            12b-1            Other            Total Operating
                       Fund                            Fee                 Fee            Expenses              Expenses
                       ----                         ----------            -----           --------          ---------------
<S>                                                    <C>                <C>              <C>                    <C>
     Balanced Fund                                     .60%               .92%              .62%                  2.14%
     Blue Chip Fund                                    .50                .89               .67                   2.06
     Bond Fund                                         .40                .91               .39                   1.70*
     Capital Value Fund                                .40                .91               .34                   1.65
     Cash Management Fund                              .00                .31              1.16                   1.47*
     Government Securities Income Fund                 .46                .63               .30                   1.39
     Growth Fund                                       .44                .58               .46                   1.48
     High Yield Fund                                   .60                .95               .58                   2.13
     International Emerging Markets Fund              1.23                .18               .75                   2.16**
     International Fund                                .71                .90               .56                   2.17
     International SmallCap Fund                      1.19                .18               .70                   2.07**
     Limited Term Bond Fund                            .00                .51               .73                   1.24*
     MidCap Fund                                       .59                .63               .47                   1.69
     Real Estate Fund                                  .90                .90               .55                   2.35***
     SmallCap Fund                                     .85                .90               .55                   2.30***
     Tax-Exempt Bond Fund                              .48                .76               .21                   1.45
     Utilities Fund                                    .54                .85               .51                   1.90*
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
</TABLE>
<TABLE>
<CAPTION>
  Example A

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

                                                  1  Year            3 Years              5 Years          10 Years(a)
                                               ---------------  -----------------   -----------------   ----------------
                                               Class A Class B  Class A   Class B   Class A   Class B   Class A  Class B
                     Fund                      Shares  Shares   Shares    Shares    Shares    Shares    Shares   Shares
                     ----                      ------- -------  -------   -------   -------   -------   -------  -------
<S>                                            <C>       <C>      <C>       <C>       <C>       <C>       <C>      <C> 
     Balanced Fund                             $60       $63       $88      $100      $117      $138      $200     $217
     Blue Chip Fund                            $60       $62       $87       $97      $115      $134      $197     $210
     Bond Fund                                 $57       $59       $76       $87       $98      $116      $159     $172
     Capital Value Fund                        $54       $58       $69       $85       $85      $113      $130     $158
     Cash Management Fund                       $6       $56       $20       $80       $35      $104       $79     $142
     Government Securities Income Fund         $56       $56       $73       $77       $92      $100      $146     $145
     Growth Fund                               $58       $56       $79       $80      $102      $105      $167     $159
     High Yield Fund                           $59       $63       $84       $99      $111      $137      $188     $212
     International Emerging Markets Fund       $67       $63      $108      $100       N/A       N/A       N/A      N/A
     International Fund                        $61       $63       $89      $101      $120      $139      $206     $221
     International SmallCap Fund               $57       $62      $107       $98       N/A       N/A       N/A      N/A
     Limited Term Bond Fund                    $24       $26       $43       $48       $64       $74      $124     $136
     MidCap Fund                               $60       $59       $86       $86      $113      $115      $193     $183
     Real Estate Fund                          $64       $65       $99      $106       N/A       N/A       N/A      N/A
     SmallCap Fund                             $63       $64       $97      $104       N/A       N/A       N/A      N/A
     Tax-Exempt Bond Fund                      $55       $56       $72       $79       $89      $103      $141     $147
     Tax-Exempt Cash Management Fund            $7       $56       $22       $80       $39      $104       $87     $145
     Utilities Fund                            $59       $61       $82       $93      $108      $126      $181     $194
</TABLE>
<TABLE>
<CAPTION>
  Example B

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

                                                  1  Year            3 Years              5 Years          10 Years(a)
                                               ---------------  -----------------   -----------------   ----------------  
                                               Class A Class B  Class A   Class B   Class A   Class B   Class A  Class B
                     Fund                      Shares  Shares   Shares    Shares    Shares    Shares    Shares   Shares
                     ----                      ------- -------  -------   -------   -------   -------   -------  -------
<S>                                            <C>       <C>       <C>       <C>      <C>       <C>       <C>      <C> 
     Balanced Fund                             $60       $22       $88       $67      $117      $115      $200     $217
     Blue Chip Fund                            $60       $21       $87       $65      $115      $111      $197     $210
     Bond Fund                                 $57       $17       $76       $54       $98       $92      $159     $172
     Capital Value Fund                        $54       $17       $69       $52       $85       $90      $130     $158
     Cash Management Fund                       $6       $15       $20       $46       $35       $80       $79     $142
     Government Securities Income Fund         $56       $14       $73       $44       $92       $76      $146     $145
     Growth Fund                               $58       $15       $79       $47      $102       $81      $167     $159
     High Yield Fund                           $59       $22       $84       $67      $111      $114      $188     $212
     International Emerging Markets Fund       $67       $22      $108       $68       N/A       N/A       N/A      N/A
     International Fund                        $61       $22       $89       $68      $120      $116      $206     $221
     International SmallCap Fund               $57       $21      $107       $65       N/A       N/A       N/A      N/A
     Limited Term Bond Fund                    $24       $13       $43       $39       $64       $68      $124     $136
     MidCap Fund                               $60       $17       $86       $53      $113       $92      $193     $183
     Real Estate Fund                          $64       $24       $99       $73       N/A       N/A       N/A      N/A
     SmallCap Fund                             $63       $23       $97       $72       N/A       N/A       N/A      N/A
     Tax-Exempt Bond Fund                      $55       $15       $72       $46       $89       $79      $141     $147
     Tax-Exempt Cash Management Fund            $7       $15       $22       $46       $39       $80       $87     $145
     Utilities Fund                            $59       $19       $82       $60      $108      $103      $181     $194

<FN>
     (a) The amount in this column  reflects the conversion of Class B shares to
         Class A shares seven years after the initial purchase.
</FN>
</TABLE>

     The purpose of these tables is to help you  understand  the expenses of the
Principal mutual funds. The Fund's Annual Fund Operating Expenses shown in Table
A for  Class A shares  are  generally  based  on each  Fund's  actual  expenses.
However, each of the Funds, except Money Market - Class A shares, have adopted a
12b-1  Plan.  These  Plans  permit  Princor   Financial   Services   Corporation
("Princor")  as  underwriter of the Funds to collect an annual fee of up to .25%
of each Fund's average net assets. A portion of this annual fee is considered an
asset-based sales charge.  It may then be possible that a long-term  shareholder
of Class A shares may pay more than the maximum front-end sales charge permitted
by the  National  Association  of  Securities  Dealers.  See  "Distribution  and
Shareholder  Servicing  Plan and Fees",  "How to  Purchase  Shares" and "How the
Funds are Managed."

     For the fiscal year ended October 31, 1997, the Manager waived a portion of
its fees as shown below:

                                      Total operating expenses
                                           Before waiver         After waiver
                                      ------------------------ ----------------

              Fund                        Class A   Class B   Class A   Class B
              ----                        -------   -------   -------   -------
     Bond Fund                             .98%       1.79%      .95%    1.70%
     Cash Management Fund                  .63%       2.14%      .63%    1.47%
     Limited Term Bond Fund               1.15%       3.82%      .90%    1.24%
     Tax-Exempt Cash Management Fund       .73       22.58%      .70%    1.47%
     Utilities Fund                       1.25%       1.95%     1.15%    1.90%

     A significant  portion of the assets of the Cash  Management and Tax-Exempt
Cash  Management  Funds have been invested via Principal  Financial  Securities,
Inc.  ("PFS"),  a broker-dealer  affiliated with Princor and the Manager of both
the Funds.  Subject to  regulatory  approval,  PFS will be sold in  mid-January,
1998.  It is  anticipated  that the assets of PFS clients will be redeemed  from
these two funds. Should that occur,  management fees before waiver are estimated
to be .46% and .62%  respectively.  With the waivers,  management fees, for Cash
Management and Tax-Exempt Cash Management are estimated to be .33% and .33%.

What the Principal Funds Offer You

     Your  financial  objectives  may be investing  for  retirement or a child's
education,  accumulating  a vacation fund or  generating  current  income.  Your
purchase of Principal Funds may help you achieve your financial goals. The Funds
offer a choice of  investment  risks  allowing you to choose  different  options
based on your willingness to assume risk. The Funds offer:

   
     Professional  Investment Management:  Principal Management Corporation (the
"Manager")  is the  Manager  for  each  of the  Funds.  Through  a  Sub-Advisory
Agreement  between  Invista  Capital  Management  ("Invista")  and the  Manager,
Invista performs the investment advisory responsibilities of the Manager for the
Growth-Oriented  Funds (except the Real Estate Fund), the Government  Securities
Income Fund and the  Limited  Term Bond Fund.  The  Manager  and Invista  employ
experienced  securities  analysts  to provide you with  professional  investment
management.  The Manager or Invista decides how and where to invest Fund assets.
Investment  decisions are based on research into the  financial  performance  of
individual companies and specific securities issues, taking into account general
economic and market trends. See "How the Funds are Managed."
    

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

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

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

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

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

Investment Objectives of the Funds

                              GROWTH-ORIENTED FUNDS

                                    Domestic
                                    --------
                Fund                             Investment Objectives
                ----                             ---------------------

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

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


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


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

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

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

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

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

                               International
                               -------------

               Fund                            Investment Objectives
               ----                            ---------------------

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

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

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

                              INCOME-ORIENTED FUNDS
    
                   Fund                            Investment Objectives
                   ----                            ---------------------

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

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

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

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

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

                               MONEY MARKET FUNDS

               Fund                          Investment Objectives
               ----                          ---------------------

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

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

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

The Risks of Investing

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

How to Buy Shares

   
     You can become a shareholder by completing the application that accompanies
this Prospectus. Mail it, along with a check, to Princor. The initial investment
for the Funds must be at least $1,000 ($500 for an account established under the
Uniform Gifts to Minors Act or Uniform Transfers Act). An IRA may be established
with  a  minimum  of  $500.  See  "Retirement  Plans."  The  minimum  subsequent
investment is $100.  Lower minimum initial and subsequent  purchase  amounts are
available to you if you make  regular  periodic  investments  under an Automatic
Investment Plan. Minimum investment amounts do not apply to certain Money Market
Fund  accounts.  See  "How to  Purchase  Shares."  Class B  shares  of the  Cash
Management  Fund may only be purchased by an exchange from other Class B shares.
See "How to Exchange Shares."
    

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

     Class A shares.  When you buy less than $1 million of Class A shares of any
of the Principal  Funds (except the Money Market Funds),  you pay a sales charge
at the time of purchase. The sales charge ranges from a high of 4.75% (1.50% for
Limited  Term  Bond  Fund)  on  purchases  of up to  $50,000  to a low  of 0% on
purchases of $1 million or more.  Purchases of $1 million or more are subject to
a .75% (.25% of the Limited Term Bond Fund) contingent  deferred sales charge on
redemptions  within 18 months from the date of  purchase.  Certain  purchases of
Class A shares qualify for reduced sales charges.  See "How to Purchase  Shares"
and  "Offering  Price of Funds'  Shares."  Class A shares  for each of the Funds
(except the Money Market Funds) currently bear a 12b-1 fee at the annual rate of
up to 0.25%  (.15% for the  Limited  Term Bond Fund) of the Fund's  average  net
assets  attributable  to  Class A  shares.  See  "Distribution  and  Shareholder
Servicing Plans and Fees."

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

     Class B shares.  Class B shares  for each Fund are sold  without an initial
sales charge,  but are subject to a declining  contingent  deferred sales charge
which  begins at 4% (1.25% for the Limited  Term Bond Fund) and declines to zero
over a seven-year  schedule.  Class B shares  purchased under certain  sponsored
Princor plans established after February 1, 1998, are subject to a CDSC of up to
3% if  redeemed  within  five  years of  purchase.  Class B  shares  of the Cash
Management  Fund may be  purchased  only by exchange  from other Class B shares.
Class B shares  bear a higher  12b-1 fee than Class A shares,  currently  at the
annual rate of 1.00% (.50% for the Limited Term Bond Fund) of the Fund's average
net assets  attributable  to Class B shares.  Class B shares will  automatically
convert into Class A shares,  based on relative  net asset value,  approximately
seven years (five years for certain  sponsored  plans) after  purchase.  Class B
shares provide you the benefit of putting all your dollars to work from the time
the investment is made, but (until  conversion) will have a higher expense ratio
and pay lower  dividends  than Class A shares due to the higher  12b-1 fee.  See
"How to Purchase Shares" and "Offering Price of Funds' Shares."

How to Exchange Shares

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

How to Sell Shares

     You may sell (redeem) shares by mail or by telephone.  Redemption  proceeds
will  generally be mailed to you on the next  business day after the  redemption
request is received in good order. Upon proper authorization certain redemptions
may be processed through a selected dealer. Automatic redemptions of a specified
amount may also be made through a Periodic Withdrawal Plan. In addition, Class A
shares of the Money Market Funds may be redeemed by writing a check  against the
account  balance or by establishing a  preauthorized  withdrawal  service on the
account.  Redemptions  of Class A shares are  generally  made at net asset value
without  charge.  However,  Class A share purchases of $1 million or more may be
subject to a .75% (.25% for the  Limited  Term Bond  Fund)  contingent  deferred
sales charge if redeemed  within 18 months of purchase.  Redemptions  of Class B
shares  within six years (five years for  certain  sponsored  plans) of purchase
will generally be subject to a contingent  deferred sales charge.  See "Offering
Price of Funds'  Shares" and "How to Sell  Shares." If  redemption  proceeds are
wired to a financial institution, a six dollar ($6) wire fee will be charged.

FINANCIAL HIGHLIGHTS

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

         Domestic

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

                                                  Income from Investment Operations          Less Distributions


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


   Principal Balanced Fund, Inc.(b)(c)
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>         <C>         <C>          <C>          <C>         <C>      

       1997                             $14.61     $.35      $1.81       $ 2.16      $(.36)       $(1.30)      $(1.66)     $15.11   
       1996                              13.74      .38       1.59         1.97       (.43)         (.67)       (1.10)      14.61   
       1995                              12.43      .41       1.31         1.72       (.36)         (.05)        (.41)      13.74   
       1994                              13.26      .32       (.20)         .12       (.40)         (.55)        (.95)      12.43   
       1993                              12.78      .35       1 .14        1.49       (.37)         (.64)       (1.01)      13.26   
       1992                              11.81      .41        .98         1.39       (.42)           --         (.42)      12.78   
       1991                               9.24      .46       2.61         3.07       (.50)           --         (.50)      11.81   
       1990                              11.54      .53      (1.70)       (1.17)      (.59)         (.54)       (1.13)       9.24   
       1989                              11.09      .61        .56         1.17       (.56)         (.16)        (.72)      11.54   
     Period Ended October 31, 1988 (d)    9.96      .40       1.02         1.42       (.29)           --         (.29)      11.09   

     Class B
     Year Ended October 31,
       1997                              14.56      .25       1.79         2.04       (.25)        (1.30)       (1.55)      15.05   
       1996                              13.71      .29       1.55         1.84       (.32)         (.67)        (.99)      14.56   
     Period Ended October 31, 1995 (g)   11.80      .31       1.90         2.21       (.30)           --         (.30)      13.71   

   Principal Blue Chip Fund, Inc.(c)
     Class A
     Year Ended October 31,
       1997                              17.10      .21       3.58         3.79       (.21)         (.46)        (.67)      20.22   
       1996                              15.03      .23       2.45         2.68       (.26)         (.35)        (.61)      17.10   
       1995                              12.45      .24       2.55         2.79       (.21)           --         (.21)      15.03   
       1994                              11.94      .20        .57          .77       (.26)           --         (.26)      12.45   
       1993                              11.51      .21        .43          .64       (.18)         (.03)        (.21)      11.94   
       1992                              10.61      .17        .88         1.05       (.15)           --         (.15)      11.51   
     Period Ended October 31, 1991(h)    10.02      .10        .57          .67       (.08)           --         (.08)      10.61   

     Class B
     Year Ended October 31,
       1997                              17.03      .07       3.54         3.61       (.04)         (.46)        (.50)      20.14   
       1996                              14.99      .11       2.41         2.52       (.13)         (.35)        (.48)      17.03   
     Period Ended October 31, 1995(g)    11.89      .15       3.10         3.25       (.15)           --         (.15)      14.99   

   Principal Capital Value Fund, Inc.(c)
     Class A
     Year Ended October 31,
       1997                              27.72      .50       5.80         6.30       (.48)        (3.85)       (4.33)      29.69   
       1996                              23.69      .45       5.48         5.93       (.43)        (1.47)       (1.90)      27.72   
       1995                              20.83      .45       3.15         3.60       (.39)         (.35)        (.74)      23.69   
       1994                              21.41      .39        .93         1.32       (.41)        (1.49)       (1.90)      20.83   
       1993                              21.34      .43       1.67         2.10       (.43)        (1.60)       (2.03)      21.41   
       1992                              19.53      .45       1.82         2.27       (.46)           --         (.46)      21.34   
       1991                              14.31      .49       5.24         5.73       (.51)           --         (.51)      19.53   
       1990                              18.16      .52      (3.64)       (3.12)      (.40)         (.33)        (.73)      14.31   
     Four Months Ended October 31, 
       1989(i)                           19.11     .18       (.06)         .12       (.29)         (.78)       (1.07)      18.16
     Year Ended June 30,
       1989                              18.82      .53       1.10         1.63       (.51)         (.83)       (1.34)      19.11   
       1988                              21.66      .44      (1.06)        (.62)      (.41)        (1.81)       (2.22)      18.82   

     Class B
     Year Ended October 31,
       1997                              27.58      .23       5.77         6.00       (.22)        (3.85)       (4.07)      29.51   
       1996                              23.61      .21       5.45         5.66       (.22)        (1.47)       (1.69)      27.58   
     Period Ended October 31, 1995(g)    19.12      .33       4.46         4.79       (.30)           --         (.30)      23.61   
</TABLE>
<TABLE>
<CAPTION>
                                                                            Ratio/Supplemental Data

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


   Principal Balanced Fund, Inc.(b)(c)
     Class A
     Year Ended October 31,
<S>    <C>                                         <C>         <C>           <C>          <C>         <C>        <C>   
       1997                                         15.88%     $ 85,436      1.33%        2.42%       27.6%      $.0392
       1996                                         15.10        70,820      1.28         2.82        32.6        .0421
       1995                                         14.18        57,125      1.37         3.21        35.8         N/A
       1994                                           .94        53,366      1.51         2.70        14.4         N/A
       1993                                         12.24        39,952      1.35         2.78        27.5         N/A
       1992                                         11.86        31,339      1.29         3.39        30.6         N/A
       1991                                         34.09        23,372      1.30         4.25        23.6         N/A
       1990                                        (11.28)       18,122      1.32         5.22        33.7         N/A
       1989                                         11.03        20,144      1.25         5.45        30.2         N/A
     Period Ended October 31, 1988 (d)              12.42(e)     16,282      1.12(f)      4.51(f)     65.2(f)      N/A

     Class B
     Year Ended October 31,
       1997                                         14.96        11,885      2.14         1.58        27.6        .0392
       1996                                         14.10         5,964      2.13         1.93        32.6        .0421
     Period Ended October 31, 1995 (g)              18.72(e)      1,263      1.91(f)      2.53(f)     35.8(f)      N/A

   Principal Blue Chip Fund, Inc.(c)
     Class A
     Year Ended October 31,
       1997                                         22.57        79,985      1.30         1.10        55.4        .0394
       1996                                         18.20        44,389      1.33         1.41        13.3        .0456
       1995                                         22.65        35,212      1.38         1.83        26.1         N/A
       1994                                          6.58        27,246      1.46         1.72         5.5         N/A
       1993                                          5.65        23,759      1.25         1.87        11.2         N/A
       1992                                          9.92        19,926      1.56         1.49        13.5         N/A
     Period Ended October 31, 1991(h)                6.37(e)     12,670      1.71(f)      1.67(f)      0.4(f)      N/A

     Class B
     Year Ended October 31,
       1997                                         21.59        18,265      2.06          .32        55.4        .0394
       1996                                         17.18         6,527      2.19          .49        13.3        .0456
     Period Ended October 31, 1995  (g)             26.20(e)      1,732      1.90(f)       .97(f)     26.1(f)      N/A

   Principal Capital Value Fund, Inc.(c)
     Class A
     Year Ended October 31,
       1997                                         25.36       494,444       .70         1.85        30.8        .0457
       1996                                         26.41       435,617       .69         1.82        50.2        .0421
       1995                                         17.94       339,656       .75         2.08        46.0         N/A
       1994                                          6.67       285,965       .83         2.02        31.7         N/A
       1993                                         10.42       240,016       .82         2.16        24.8         N/A
       1992                                         11.67       190,301       .93         2.17        38.3         N/A
       1991                                         40.63       152,814       .99         2.72        19.7         N/A
       1990                                        (17.82)      109,507      1.10         3.10        27.7         N/A
     Four Months Ended October 31, 1989 (i)           .44(e)    122,685      1.10(f)      2.87(f)     19.7(f)
     Year Ended June 30,
       1989                                          9.53       117,473      1.00         3.04        28.1         N/A
       1988                                         (2.30)       97,147       .96         2.40        27.9         N/A

     Class B
     Year Ended October 31,
       1997                                          24.13        27,240      1.65         .84        30.8        .0457
       1996                                          25.19         9,832      1.70         .80        50.2        .0421
     Period Ended October 31, 1995 (g)               25.06(e)      2,248      1.50(f)     1.07(f)     46.0(f)      N/A
<FN>
Notes to financial highlights

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

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

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

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

(e)  Total return amounts have not been annualized.

(f)  Computed on an annualized basis.

(g)  Period  from  December  9,1994,  date Class B shares  first  offered to the
     public,  through  October 31, 1995. For the initial period from December 5,
     1994  through  December 8, 1994,  certain  Domestic  Growth  Funds' Class B
     shares recognized no net investment  income but incurred  unrealized losses
     on investments as shown below.  This represented  Class B shares activities
     of each fund prior to the initial public offering of Class B shares.
                                                        Per Share
              Fund                                  Unrealized (Loss)
              ----                                  -----------------

     Principal Balanced Fund, Inc.                        $(.19)
     Principal Blue Chip Fund, Inc.                        (.15)
     Principal Capital Value Fund, Inc.                    (.46)

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

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

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

                                                  Income from Investment Operations          Less Distributions


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


   Principal Growth Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                              <C>       <C>       <C>          <C>         <C>          <C>          <C>         <C>   

       1997                             $39.54    $ .31     $11.26       $11.57      $(.31)       $ (.37)      $ (.68)     $50.43
       1996                              37.22      .35       3.50         3.85       (.35)        (1.18)       (1.53)      39.54
       1995                              31.14      .35       6.67         7.02       (.31)         (.63)        (.94)      37.22
       1994                              30.41      .26       2.56         2.82       (.28)        (1.81)       (2.09)      31.14
       1993                              28.63      .40       2.36         2.76       (.42)         (.56)        (.98)      30.41
       1992                              25.92      .39       3.32         3.71       (.40)         (.60)       (1.00)      28.63
       1991                              16.57      .41       9.32         9.73       (.38)           --         (.38)      25.92
       1990                              19.35      .35      (1.99)       (1.64)      (.34)         (.80)       (1.14)      16.57
     Four Months Ended October 31, 1989(c)18.35     .08       1.17         1.25       (.16)         (.09)        (.25)      19.35
     Year Ended June 30,
       1989                              19.84      .32        .36          .68       (.29)        (1.88)       (2.17)      18.35
       1988                              23.27      .26      (2.08)       (1.82)      (.22)        (1.39)       (1.61)      19.84

     Class B
     Year Ended October 31,
       1997                              39.43      .09      11.23        11.32       (.02)         (.37)        (.39)      50.36
       1996                              37.10      .08       3.48         3.56       (.05)        (1.18)       (1.23)      39.43
     Period Ended October 31, 1995(f)    28.33      .21       8.76         8.97       (.20)          --          (.20)      37.10

   Principal MidCap Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                              35.75      .07      10.80        10.87       (.11)        (1.18)       (1.29)      45.33
       1996                              31.45      .14       5.05         5.19       (.14)         (.75)        (.89)      35.75
       1995                              25.08      .12       6.45         6.57       (.06)         (.14)        (.20)      31.45
       1994                              23.56      --         1.61         1.61       --           (.09)        (.09)      25.08
       1993                              19.79      .06       3.82         3.88       (.11)          --          (.11)      23.56
       1992                              18.33      .14       1.92         2.06       (.15)         (.45)        (.60)      19.79
       1991                              11.35      .17       7.06         7.23       (.21)         (.04)        (.25)      18.33
       1990                              14.10      .31      (2.59)       (2.28)      (.37)         (.10)        (.47)      11.35
       1989                              12.77      .26       2.02         2.28       (.15)         (.80)        (.95)      14.10
     Period Ended October 31, 1988(g)    10.50      .06       2.26         2.32       (.05)          --          (.05)      12.77

     Class B
     Year Ended October 31,
       1997                              35.48     (.05)     10.64        10.59       (.01)        (1.18)       (1.19)      44.88
       1996                              31.31     (.04)      4.97         4.93       (.01)         (.75)        (.76)      35.48
     Period Ended October 31,1995(f)     23.15      --        8.18         8.18       (.02)          --          (.02)      31.31

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

     Class B
     Year Ended October 31,
       1997                              11.38      .38(h)    1.13         1.51       (.36)          --          (.36)      12.53
       1996                              10.93      .36(h)     .43          .79       (.34)          --          (.34)      11.38
     Period Ended October 31, 1995(f)     9.20      .40(h)    1.77         2.17       (.44)          --          (.44)      10.93
</TABLE>
<TABLE>
<CAPTION>
                                                                          Ratio/Supplemental Data


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


   Principal Growth Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                                       <C>         <C>           <C>          <C>         <C>          <C>   
       1997                                      29.55%      $317,386      1.03%         .68%       16.5%        $.0411
       1996                                      10.60        228,361      1.08          .95         1.8          .0443
       1995                                      23.29        174,328      1.16         1.12        12.2           N/A
       1994                                       9.82        116,363      1.30          .95        13.6           N/A
       1993                                       9.83         80,051      1.26         1.40        16.4           N/A
       1992                                      14.76         63,405      1.19         1.46        15.6           N/A
       1991                                      59.30         45,892      1.13         1.85        10.6           N/A
       1990                                      (9.20)        28,917      1.18         1.88         9.7           N/A
     Four Months Ended October 31, 1989(c)        6.83(d)      32,828      1.22(e)      1.25(e)     50.1(e)        N/A
     Year Ended June 30,
       1989                                       4.38         31,770      1.08         1.78         9.7           N/A
       1988                                      (7.19)        34,316      1.00         1.29        24.9           N/A

     Class B
     Year Ended October 31,
       1997                                      28.92         42,241      1.48          .23        16.5          .0411
       1996                                       9.80         24,019      1.79          .22         1.8          .0443
     Period Ended October 31, 1995(f)            31.48(d)       8,279      1.80(e)       .31(e)     12.2(e)        N/A

   Principal MidCap Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                      31.26        346,666      1.26          .20         9.5          .0435
       1996                                      16.89        229,465      1.32          .46        12.3          .0391
       1995                                      26.41        150,611      1.47          .47        13.5           N/A
       1994                                       6.86         92,965      1.74          .02         8.1           N/A
       1993                                      19.66         48,668      1.66          .26         7.0           N/A
       1992                                      11.63         29,055      1.74          .80         5.8           N/A
       1991                                      64.56         17,174      1.78         1.14         8.4           N/A
       1990                                     (16.80)         8,959      1.94         2.43        15.8           N/A
       1989                                      19.65          8,946      1.79         2.09        13.5           N/A
     Period Ended October 31, 1988(g)            19.72(d)       6,076      1.52(e)    .84(e)        19.5(e)        N/A

     Class B
     Year Ended October 31,
       1997                                      30.64         59,554      1.69         (.24)        9.5          .0435
       1996                                      16.07         28,480      2.01         (.24)       12.3          .0391
     Period Ended October 31,1995(f)             35.65(d)       8,997      2.04(e)      (.17)(e)    13.5(e)        N/A

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

     Class B
     Year Ended October 31,
       1997                                      13.41          6,937      1.90(h)      3.14        22.5          .0465
       1996                                       7.23          5,579      1.93(h)      3.07        34.2          .0410
     Period Ended October 31, 1995(f)            24.18(d)       3,952      1.72(e)(h)   3.84(e)     13.0(e)        N/A
<FN>
Notes to financial highlights

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

(b)  Effective January 1, 1998, the names of the following Domestic Growth Funds
     were changed:

                from                                    to
                ----                                    --
     Princor Growth Fund, Inc.              Principal Growth Fund, Inc.
     Princor Emerging Growth Fund, Inc.     Principal MidCap Fund, Inc.
     Princor Utilities Fund, Inc.           Principal Utilities Fund, Inc.

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

(d)  Total return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October 31,  1995.  For the initial  interim  period from
     December 5, 1994 through  December 8, 1994, the following  Domestic  Growth
     Funds' Class B shares  recognized net investment  income (none of which was
     distributed to the sole shareholder,  Principal Management Corporation) and
     incurred  unrealized losses on investments as shown below. This represented
     Class B shares activities of each fund prior to the initial public offering
     of Class B shares.

                                     Per Share
                                  Net Investment
              Fund                    Income
              ----                --------------
     Principal Growth Fund, Inc.       $ --
     Principal MidCap Fund, Inc.         --
     Principal Utilities Fund, Inc.     .01

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

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

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

Principal Utilties
  Fund, Inc.
    Class A         1997         $.46           1.25%           $ 65,940
                    1996          .43           1.25              54,932
                    1995          .46           1.30             151,145
                    1994          .41           1.50             284,836
                    1993(i)       .32           1.54(e)          139,439
    Class B         1997          .37           1.95               3,753
                    1996          .34           2.06               6,690
                    1995(f)       .40           1.81(e)            1,338

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

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

                                                  Income from Investment Operations          Less Distributions


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


   Principal International Emerging
   Growth Fund, Inc.
     Class A
<S>                                      <C>      <C>        <C>         <C>          <C>           <C>         <C>          <C>  
     Period Ended October 31, 1997(c)    $9.51    $(.01)     $(1.21)     $(1.22)      $--           $--         $ --         $8.29
     Class B
     Period Ended October 31, 1997(c)     9.51     (.01)      (1.22)      (1.23)       --            --           --          8.28

   Principal International Fund, Inc.(f)
     Class A
     Year Ended October 31,
       1997                               8.14      .09        1.52        1.61       (.11)         (.31)        (.42)        9.33
       1996                               7.28      .10        1.17        1.27       (.08)         (.33)        (.41)        8.14
       1995                               7.44      .08        (.02)        .06       (.03)         (.19)        (.22)        7.28
       1994                               6.85      .01         .64         .65       (.02)         (.04)        (.06)        7.44
       1993                               5.02      .03        1.98        2.01       (.05)         (.13)        (.18)        6.85
       1992                               5.24      .06        (.14)       (.08)      (.06)         (.08)        (.14)        5.02
       1991                               4.64      .05         .58         .63       (.03)          --          (.03)        5.24
       1990                               4.66      .09        (.04)        .05       (.07)          --          (.07)        4.64
     Ten Months Ended October 31, 1989(g) 4.58      .07         .07         .14       (.06)          --          (.06)        4.66
       1988(h)                            3.88      .12         .67         .79       (.09)          --          (.09)        4.58
       1987(h)                            8.55      .12        (.96)       (.84)      (.08)        (3.75)       (3.83)        3.88

     Class B
     Year Ended October 31,
       1997                               8.07      .03        1.51        1.54       (.04)         (.31)        (.35)        9.26
       1996                               7.24      .03        1.15        1.18       (.02)         (.33)        (.35)        8.07
     Period Ended October 31, 1995(i)     6.71      .05         .51         .56       (.03)          --          (.03)        7.24

   Principal International SmallCap
   Fund, Inc.
     Class A
     Period Ended October 31, 1997(c)    10.04     (.01)       (.07)       (.08)       --            --           --          9.96
     Class B
     Period Ended October 31, 1997(c)    10.04     (.01)       (.07)       (.08)       --            --           --          9.96
</TABLE>
<TABLE>
<CAPTION>
                                                                              Ratio/Supplemental Data

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


   Principal International Emerging
   Growth Fund, Inc.
     Class A
<S>                                           <C>            <C>           <C>        <C>          <C>          <C>   
     Period Ended October 31, 1997(c)         (10.18)%(d)    $  5,039      2.03%(e)   (.32)%(e)    21.4%(e)     $.0050
     Class B
     Period Ended October 31, 1997(c)         (10.29)(d)        3,116      2.16(e)    (.46)(e)     21.4(e)       .0050

   Principal International Fund, Inc.(f)
     Class A
     Year Ended October 31,
       1997                                    20.46          281,158      1.39       1.25         26.6           N/A
       1996                                    18.36          172,276      1.45       1.43         23.8           N/A
       1995                                     1.03          126,554      1.63       1.10         35.4           N/A
       1994                                     9.60          115,812      1.74        .10         13.2           N/A
       1993                                    41.39           63,718      1.61        .59         19.5           N/A
       1992                                    (1.57)          35,048      1.69       1.23         19.9           N/A
       1991                                    13.82           26,478      1.72       1.36         27.6           N/A
       1990                                      .94           16,044      1.79       1.89         37.9           N/A
     Ten Months Ended October 31, 1989(g)       2.98(d)        13,928      1.55(e)    1.82(e)      32.4(e)        N/A
       1988(h)                                 20.25           13,262      1.55       1.43         56.9           N/A
       1987(h)                                (10.13)           3,943      2.09        .83        183.0           N/A

     Class B
     Year Ended October 31,
       1997                                    19.62           33,842      2.17        .42         26.6          .0174
       1996                                    17.16           15,745      2.28        .64         23.8          .0197
     Period Ended October 31, 1995(i)           9.77(d)         3,908      2.19(e)     .58(e)      35.4(e)        N/A

   Principal International SmallCap
   Fund, Inc.
     Class A
     Period Ended October 31, 1997(c)            .50(d)         6,210      1.99(e)      (.40)(e)   10.4(e)       .0104
     Class B
     Period Ended October 31, 1997(c)            .50(d)         4,774      2.07(e)      (.47)(e)   10.4(e)       .0104
<FN>
Notes to financial highlights

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

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

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

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

(d)  Total return amounts have not been annualized.

(e)  Computed on an annualized basis.

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

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

(h)  The investment manager of Principal International Fund, Inc. was changed on
     August 1, 1988 to the current manager,  Principal  Management  Corporation.
     The years 1983  through  1987 are not  covered by the  current  independent
     auditor's report.

(i)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public, through October 31, 1995. Principal World Fund, Inc. Class B shares
     recognized  no net  investment  income  for the  period  from  the  initial
     purchase by Principal Management  Corporation of Class B shares on December
     5, 1994,  through December 8, 1994.  Additionally,  Class B shares incurred
     unrealized  losses on  investments  of $(.07) per share  during the initial
     interim period.  This represents Class B share activities of the Fund prior
     to the initial public offering of Class B shares.
</FN>
</TABLE>
<TABLE>
<CAPTION>
INCOME-ORIENTED FUNDS

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

                                                  Income from Investment Operations          Less Distributions


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

   Principal Bond Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                              <C>       <C>        <C>          <C>       <C>            <C>         <C>           <C>   
       1997                             $11.17    $.75(c)    $  .33       $1.08     $ (.81)        $ --        $ (.81)       $11.44
       1996                              11.42     .76(c)      (.25)        .51       (.76)          --          (.76)        11.17
       1995                              10.27     .78(c)      1.16        1.94       (.78)         (.01)        (.79)        11.42
       1994                              11.75     .78(c)     (1.47)       (.69)      (.78)         (.01)        (.79)        10.27
       1993                              10.97     .81(c)       .79        1.60       (.81)         (.01)        (.82)        11.75
       1992                              10.65     .85(c)       .32        1.17       (.85)          --          (.85)        10.97
       1991                               9.99     .88(c)       .65        1.53       (.87)          --          (.87)        10.65
       1990                              10.57     .86         (.55)        .31       (.89)          --          (.89)         9.99
       1989                              10.37     .87          .25        1.12       (.86)         (.06)        (.92)        10.57
     Period Ended October 31, 1988(d)     9.95     .80(c)       .38        1.18       (.76)          --          (.76)        10.37

     Class B
     Year Ended October 31,
       1997                              11.15     .67(c)       .31         .98       (.71)          --          (.71)        11.42
       1996                              11.41     .67(c)      (.25)        .42       (.68)          --          (.68)        11.15
     Period Ended October 31, 1995(g)    10.19     .63(c)      1.19        1.82       (.60)          --          (.60)        11.41

   Principal Government Securities
   Income Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                              11.26     .70          .29         .99       (.74)          --          (.74)        11.51
       1996                              11.31     .70         (.05)        .65       (.70)          --          (.70)        11.26
       1995                              10.28     .71         1.02        1.73       (.70)          --          (.70)        11.31
       1994                              11.79     .69        (1.40)       (.71)      (.68)         (.12)        (.80)        10.28
       1993                              11.44     .74          .55        1.29       (.74)         (.20)        (.94)        11.79
       1992                              11.36     .81          .12         .93       (.81)         (.04)        (.85)        11.44
       1991                              10.54     .85          .84        1.69       (.87)          --          (.87)        11.36
       1990                              10.76     .85         (.22)        .63       (.85)          --          (.85)        10.54
     Four Months Ended October 31, 1989(h)10.66    .29          .09         .38       (.28)          --          (.28)        10.76
     Year Ended June 30,
       1989                              10.33     .87          .32        1.19       (.86)          --          (.86)        10.66
       1988                              10.40     .89         (.05)        .84       (.88)         (.03)        (.91)        10.33

     Class B
     Year Ended October 31,
       1997                              11.23     .64          .29         .93       (.66)          --          (.66)        11.50
       1996                              11.29     .61         (.05)        .56       (.62)          --          (.62)        11.23
     Period Ended October 31, 1995(g)    10.20     .56         1.07        1.63       (.54)          --          (.54)        11.29

   Principal High Yield Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                               8.27     .67          .31         .98       (.73)          --          (.73)         8.52
       1996                               8.06     .68          .23         .91       (.70)          --          (.70)         8.27
       1995                               7.83     .68          .20         .88       (.65)          --          (.65)         8.06
       1994                               8.36     .63         (.51)        .12       (.65)          --          (.65)         7.83
       1993                               8.15     .71          .21         .92       (.71)          --          (.71)         8.36
       1992                               7.86     .79          .29        1.08       (.79)          --          (.79)         8.15
       1991                               7.12     .88          .80        1.68       (.94)          --          (.94)         7.86
       1990                               9.47    1.10        (2.35)      (1.25)     (1.09)         (.01)       (1.10)         7.12
       1989                              10.44    1.10         (.83)        .27      (1.09)         (.15)       (1.24)         9.47
     Period Ended October 31, 1988(d)     9.97     .98(c)       .38        1.36       (.89)          --          (.89)        10.44

     Class B
     Year Ended October 31,
       1997                               8.22     .62          .28         .90       (.65)          --          (.65)         8.47
       1996                               8.05     .60          .20         .80       (.63)          --          (.63)         8.22
     Period Ended October 31, 1995(g)     7.64     .53          .38         .91       (.50)          --          (.50)         8.05
</TABLE>
<TABLE>
<CAPTION>
                                                                        Ratio/Supplemental Data

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

   Principal Bond Fund, Inc.(b)
     Class A
     Year Ended October 31,
<S>    <C>                                        <C>        <C>           <C>          <C>         <C>  
       1997                                       10.15%     $126,427       .95%(c)     6.70%       12.8%
       1996                                        4.74       113,437       .95(c)      6.85         3.4
       1995                                       19.73       106,962       .94(c)      7.26         5.1
       1994                                       (6.01)       88,801       .95(c)      7.27         8.9
       1993                                       15.22        85,015       .92(c)      7.19         9.3
       1992                                       11.45        62,534       .88(c)      7.95         8.4
       1991                                       16.04        37,825       .80(c)      8.66          .9
       1990                                        3.08        22,719      1.22         8.40         3.6
       1989                                       11.54        13,314      1.24         8.59         0.0
     Period Ended October 31, 1988(d)             11.59(e)     10,560       .70(c)(f)   8.85(f)     63.9(f)

     Class B
     Year Ended October 31,
       1997                                        9.20        13,403      1.70(c)      5.92        12.8
       1996                                        3.91         7,976      1.69(c)      6.14         3.4
     Period Ended October 31, 1995(g)             17.98(e)      2,708      1.59(c)(f)   6.30(f)      5.1(f)

   Principal Government Securities
   Income Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                        9.23       249,832       .84         6.19        10.8
       1996                                        6.06       259,029       .81         6.31        25.9
       1995                                       17.46       261,128       .87         6.57        10.1
       1994                                       (6.26)      249,438       .95         6.35        24.8
       1993                                       11.80       236,718       .93         6.38        52.6
       1992                                        8.49       161,565       .95         7.04        54.3
       1991                                       16.78        94,613       .98         7.80        14.9
       1990                                        6.17        71,806      1.07         8.15        22.4
     Four Months Ended October 31, 1989(h)         3.63(e)     55,702      1.07(f)      8.18(f)      5.2(f)
     Year Ended June 30,
       1989                                       12.37        56,848       .96         8.58         --
       1988                                        8.60        59,884       .82         8.65         --

     Class B
     Year Ended October 31,
       1997                                        8.65        15,431      1.39         5.63        10.8
       1996                                        5.17        11,586      1.60         5.53        25.9
     Period Ended October 31, 1995(g)             16.07(e)      4,699      1.53(f)      5.68(f)     10.1

   Principal High Yield Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                       12.33        38,239      1.22         7.99        39.2
       1996                                       11.88        28,432      1.26         8.49        18.8
       1995                                       11.73        23,396      1.45         8.71        40.3
       1994                                        1.45        19,802      1.46         7.82        27.2
       1993                                       11.66        19,154      1.35         8.57        23.4
       1992                                       14.35        16,359      1.41         9.69        28.2
       1991                                       25.63        13,195      1.50        12.06        14.2
       1990                                      (14.51)        9,978      1.45        12.99        15.8
       1989                                        2.68        12,562      1.43        11.22        19.9
     Period Ended October 31, 1988(d)             14.15(e)     10,059       .77(c)(f)  10.55(f)     73.2(f)

     Class B
     Year Ended October 31,
       1997                                       11.31         6,558      2.13         7.03        39.2
       1996                                       10.46         2,113      2.38         7.39        18.8
     Period Ended October 31, 1995(g)             12.20(e)        633      2.10(f)      7.78(f)     40.3(f)
Notes to financial highlights

<FN>
Notes to financial highlights

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

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

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

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

Principal Bond
Fund, Inc.
   Class A            1997        $.74            .98%           $ 41,256
                      1996         .76            .97              22,536
                      1995         .77           1.02              86,018
                      1994         .77           1.09             120,999
                      1993         .79           1.07             111,162
                      1992         .82           1.11             110,868
                      1991         .84           1.15             100,396
                      1988(d)      .76           1.12(f)           31,187

   Class B            1997         .66           1.79               8,982
                      1996         .67           1.79               5,874
                      1995(g)      .62           1.62(f)              300
Principal High Yield
Fund, Inc.            1988(d)      .95           1.33(f)           32,609

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

(e)  Total return amounts have not been annualized.

(f)  Computed on an annualized basis.

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

                                    Per Share           Per Share
                                 Net Investment         Unrealized
                   Fund              Income               (Loss)
                   ----          --------------         ----------

     Principal Bond Fund, Inc.        $.01                 $ --
     Principal Government Securities
       Income Fund, Inc.               .01                 (.02)
     Principal High Yield Fund, Inc.   .01                 (.03)

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

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

                                                  Income from Investment Operations          Less Distributions


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

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

     Class B
     Year Ended October 31, 1997            9.89    .56(c)       .04         .60       (.59)          --         (.59)         9.90
     Period Ended October 31, 1996(d)       9.90    .36(c)      (.05)        .31       (.32)          --         (.32)         9.89

   Principal Tax-Exempt Bond Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                12.04    .63          .39        1.02       (.68)          --         (.68)        12.38
       1996                                11.98    .64          .07         .71       (.65)          --         (.65)        12.04
       1995                                10.93    .65         1.05        1.70       (.65)          --         (.65)        11.98
       1994                                12.62    .64        (1.54)       (.90)      (.63)        (.16)        (.79)        10.93
       1993                                11.62    .66         1.11        1.77       (.66)        (.11)        (.77)        12.62
       1992                                11.47    .68          .19         .87       (.69)        (.03)        (.72)        11.62
       1991                                10.82    .69          .68        1.37       (.70)        (.02)        (.72)        11.47
       1990                                11.06    .68         (.25)        .43       (.67)          --         (.67)        10.82
     Four Months Ended October 31, 1989(g) 11.18    .22         (.12)        .10       (.22)          --         (.22)        11.06
     Year Ended June 30,
       1989                                10.40    .69          .77        1.46       (.68)          --         (.68)        11.18
       1988                                10.51    .71          .06         .77       (.72)        (.16)        (.88)        10.40

     Class B
     Year Ended October 31,
       1997                                12.02    .55          .40         .95       (.58)          --         (.58)        12.39
       1996                                11.96    .55          .06         .61       (.55)          --         (.55)        12.02
     Period Ended October 31, 1995(h)      10.56    .50         1.38        1.88       (.48)          --         (.48)        11.96
</TABLE>
<TABLE>
<CAPTION>
                                                                        Ratio/Supplemental Data

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

   Principal Limited Term Bond
   Fund, Inc.(b)
     Class A
<S>                                             <C>          <C>         <C>           <C>         <C>  
     Year Ended October 31, 1997                 6.75%       $ 20,567     .90(c)       6.20%       17.4%
     Period Ended October 31, 1996(d)            3.62(e)       17,249     .89(c)(f)    6.01(f)     16.5(f)

     Class B
     Year Ended October 31, 1997                 6.31             625    1.24(c)       5.84        17.4
     Period Ended October 31, 1996(d)            3.32(e)          112    1.15(c)(f)    5.75(f)     16.5(f)

   Principal Tax-Exempt Bond Fund, Inc.(b)
     Class A
     Year Ended October 31,
       1997                                      8.71         193,007     .79          5.14         8.9
       1996                                      6.08         187,180     .78          5.34         9.8
       1995                                     16.03         179,715     .83          5.67        17.6
       1994                                     (7.41)        171,425     .91          5.49        20.6
       1993                                     15.70         177,480     .89          5.45        20.3
       1992                                      7.76         106,661     .99          5.96        22.9
       1991                                     13.09          62,755    1.01          6.24        13.1
       1990                                      4.06          46,846    1.11          6.31         2.6
     Four Months Ended October 31, 1989(g)        .90(e)       36,877    1.24(f)       6.18(f)      5.1(f)
   Year Ended June 30,
       1989                                     14.64          31,278    1.07          6.54         2.1
       1988                                      7.76          22,812     .95          7.00        11.0

     Class B
     Year Ended October 31,
       1997                                      8.08           7,783    1.45          4.46         8.9
       1996                                      5.23           5,794    1.52          4.59         9.8
     Period Ended October 31, 1995(h)           17.97(e)        3,486    1.51(f)       4.78(f)     17.6(f)
<FN>
Notes to financial highlights

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

(b)  Effective  January 1, 1998,  the names of the  following  Income Funds were
     changed:
                from                           to
                ----                           --
     Princor Limited Term Bond   Principal Limited Term Bond
       Fund, Inc.                   Fund, Inc.
     Princor Tax-Exempt Bond     Principal Tax-Exempt Bond
       Fund, Inc.                   Fund, Inc.

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

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

Principal Limited Term
Bond Fund, Inc.
   Class A            1997        $.59           1.15%       $46,271
                      1996(d)      .37           1.16(f)      22,716

   Class B            1997         .46           3.82          6,528
                      1996(d)      .34           1.94(f)         259

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

(e)  Total return amounts have not been annualized.

(f)  Computed on an annualized basis.

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

(h)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October 31, 1995.  Principal  Tax-Exempt  Bond Fund, Inc.
     Class B shares  recognized no net investment income for the period from the
     initial  purchase of Class B shares on December 5, 1994 through December 8,
     1994. Class B shares incurred  unrealized losses on investments of $.05 per
     share during the initial interim  period.  This  represented  Class B share
     activities  of the Fund prior to the  intitial  public  offering of Class B
</FN>
</TABLE>
<TABLE>
<CAPTION>
MONEY MARKET FUNDS

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

                                                  Income from Investment Operations          Less Distributions


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


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

     Class B
     Year Ended October 31,
       1997                                1.000     .041       --          .041      (.041)         --         (.041)       1.000 
       1996                                1.000     .041       --          .041      (.041)         --         (.041)       1.000 
     Period Ended October 31, 1995(h)      1.000     .041       --          .041      (.041)         --         (.041)       1.000 

   Principal Tax-Exempt Cash
   Management Fund, Inc.(c)
     Class A
     Year Ended October 31,
       1997                                1.000     .029       --          .029      (.029)         --         (.029)       1.000  
       1996                                1.000     .029       --          .029      (.029)         --         (.029)       1.000  
       1995                                1.000     .032       --          .032      (.032)         --         (.032)       1.000  
       1994                                1.000     .021       --          .021      (.021)         --         (.021)       1.000  
       1993                                1.000     .020       --          .020      (.020)         --         (.020)       1.000  
       1992                                1.000     .028       --          .028      (.028)         --         (.028)       1.000  
       1991                                1.000     .043       --          .043      (.043)         --         (.043)       1.000  
       1990                                1.000     .053       --          .053      (.053)         --         (.053)       1.000  
       1989                                1.000     .058       --          .058      (.058)         --         (.058)       1.000  
     Period Ended October 31, 1988(g)      1.000     .005       --          .005      (.005)         --         (.005)       1.000  

     Class B
     Year Ended October 31,
       1997                                1.000     .022       --          .022      (.022)         --         (.022)       1.000  
       1996                                1.000     .021       --          .021      (.021)         --         (.021)       1.000  
     Period Ended October 31, 1995(h)      1.000     .021       --          .021      (.021)         --         (.021)       1.000  
</TABLE>
<TABLE>
<CAPTION>
                                                                        Ratio/Supplemental Data

                                                                                           Ratio of Net
                                                                             Ratio of       Investment
                                                           Net Assets at    Expenses to      Income to
                                                  Total    End of Period      Average         Average
                                               Return (b)  (in thousands)   Net Assets(b)    Net Assets

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

     Class B
     Year Ended October 31,
       1997                                       4.05             992         1.47            4.08
       1996                                       4.13             520         1.50            4.08
     Period Ended October 31, 1995(h)             4.19(e)          208         1.42(f)         4.50(f)

   Principal Tax-Exempt Cash
   Management Fund, Inc.(c)
     Class A
     Year Ended October 31,
       1997                                       2.89          98,939          .70            2.93
       1996                                       2.92          98,482          .71            2.87
       1995                                       3.24          99,887          .69            3.19
       1994                                       2.11          79,736          .67            2.08
       1993                                       1.99          79,223          .66            1.96
       1992                                       2.86          69,224          .65            2.84
       1991                                       4.36          71,469          .61            4.27
       1990                                       5.40          58,301          .71            5.26
       1989                                       5.88          42,639          .60            5.78
     Period Ended October 31, 1988(g)              .47(e)        6,000          .26(f)         5.24(f)

     Class B
     Year Ended October 31,
       1997                                       2.18              28         1.47            2.16
       1996                                       2.13              27         1.47            2.11
     Period Ended October 31, 1995(h)             2.19(e)           27         1.42(f)         2.40(f)
<FN>
Notes to financial highlights

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

                               Per Share Net   Ratio of Expenses
                                Investment       to Average Net        Amount
        Fund          Year        Income            Assets             Waived


Principal Cash
Management
 Fund, Inc.
   Class A            1997         $.050              .63%           $  --
                      1996          .049              .67               7,102
                      1995          .052              .78             296,255
                      1994          .031              .90             595,343
                      1993          .025              .84             468,387
                      1992          .035              .80             385,328
                      1991          .059              .79             433,196
                      1990          .073             1.01             106,841
                      1989 **       .026             1.06(f)          101,625
                      1989 *        .079             1.11               9,558
   Class B            1997          .036             2.14               5,492
                      1996          .029             3.94               6,140
                      1995(h)       .041             1.63(f)              104
Principal Tax-Exempt
Cash Management
Fund, Inc.
   Class A            1997          .029              .73              27,978
                      1996          .028              .77              69,107
                      1995          .031              .84             138,574
                      1994          .019              .85             150,515
                      1993          .018              .83             131,442
                      1992          .026              .82             134,497
                      1991          .040              .83             147,279
                      1990          .050              .96             123,656
                      1989          .053             1.04             125,604
                      1988(g)       .004              .76(f)            2,630
   Class B            1997         (.188)           22.58               5,807
                      1996         (.243)           27.43               7,160
                      1995(h)       .018             1.89(f)               99

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

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

(c)  Effective January 1, 1998, the names of the Money Market Funds were changed
     as follows:
                   from                                     to
                   ----                                     --
     Princor Cash Management Fund, Inc.     Principal Cash Management Fund, Inc.
     Princor Tax-Exempt Cash                Principal Tax-Exempt Cash
       Management Fund, Inc.                   Management Fund, Inc.

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

(e)  Total return amounts have not been annualized.

(f)  Computed on an annualized basis.

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

(h)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October 31, 1995.  The Money Market Funds' Class B shares
     recognized  no net  investment  income  for the  period  from  the  initial
     purchase of Class B shares on December  5, 1994  through  December 8, 1994.
     This represented Class B share activities of each Fund prior to the initial
     public offering of Class B shares.
</FN>
</TABLE>
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

     GROWTH-ORIENTED FUNDS

     The Growth-Oriented Funds have different investment objectives. They seek:

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

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

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

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

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

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

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

DOMESTIC

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

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

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

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

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

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

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

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

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

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

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

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

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

     The Fund will invest primarily in common stocks, but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the  Statement of Additional  Information.  To achieve its
investment  objective,  Invista  will  invest in  securities  that have  "value"
characteristics.  This process is known as "value investing." Value investing is
purchasing  securities of companies with above average dividend yields and below
average price to earnings  (P/E) ratios.  Securities  chosen for  investment may
include those of companies which the Manager believes can reasonably be expected
to share in the growth of the nation's economy over the long term.

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

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

Principal MidCap Fund
     The  objective of  Principal  MidCap Fund is to achieve  long-term  capital
appreciation.  The  strategy of this Fund is to invest  primarily  in the common
stocks and securities  (both debt and preferred  stock)  convertible into common
stocks of emerging and other growth-oriented  companies that, in the judgment of
the Manager,  are  responsive  to changes  within the  marketplace  and have the
fundamental  characteristics  to support  growth.  In pursuing its  objective of
capital  appreciation,  the Fund may  invest,  for any  period  of time,  in any
industry and in any kind of growth-oriented  company, whether new and unseasoned
or well known and  established.  Under normal market  conditions,  the Fund will
invest at least  65% of its  assets  in  securities  of  companies  with  market
capitalizations  in the $1 billion to $10 billion range.  The Fund may invest up
to 20% of its assets in securities  of foreign  issuers.  For a  description  of
certain investment risks associated with foreign securities, see "Risk Factors."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INTERNATIONAL

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

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

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

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

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

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

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

     The Fund  intends that its  investments  normally  will be allocated  among
various  countries.  Although there is no limitation on the percentage of assets
that may be invested in any one country or denominated in any one currency,  the
Fund intends under normal  market  conditions to have at least 65% of its assets
invested in securities  issued by corporations of at least three countries,  one
of which may be the United States  (although the Fund  currently  intends not to
invest in equity securities of United State companies).  Investments may be made
anywhere in the world,  but it is expected  that primary  consideration  will be
given to investing in the securities  issued by  corporations of Western Europe,
North  America and  Australasia  (Australia,  Japan and Far East Asia) that have
developed economies.  Changes in investments may be made as prospects change for
particular countries, industries or companies.

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

     The Fund diversifies its investments  geographically.  Although there is no
limitation  on the  percentage of assets that may be invested in any one country
or  denominated  in any one  currency,  the Fund  intends,  under normal  market
conditions,  to have at least 65% of its assets invested in securities issued by
corporations  of  at  least  three  countries.  For  a  description  of  certain
investment risks associated with foreign securities, see "Risk Factors."

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

     INCOME-ORIENTED FUNDS

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

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

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

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

     During the fiscal year ended October 31, 1997, the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

                   Moody's Rating              Portfolio Percentage
                   --------------              --------------------
                         Aa                            .85%
                          A                          22.85%
                         Baa                         74.14%
                         Ba                           1.22%
                          B                            .94%

     The preceding  percentage for A and AA rated  securities  includes .35% and
 .99%,  respectively  of unrated  securities  which have been  determined  by the
Manager to be of comparable quality.

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

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

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

     Cash  equivalents in which the Fund invests  include  corporate  commercial
paper rated A-1+, A-1 or A-2 by S&P or P-1 or P-2 by Moody's, unrated commercial
paper issued by corporations  with outstanding debt securities rated in the four
highest grades by S&P and Moody's and bank  certificates of deposit and bankers'
acceptances  issued or  guaranteed  by national  or state  banks and  repurchase
agreements considered by the Fund to have investment quality.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     During the fiscal year ended October 31, 1997, the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

                   Moody's Rating              Portfolio Percentage
                   --------------              --------------------
                         Baa                            .84%
                         Ba                           33.12%
                          B                           66.04%

     The  above  percentages  for  Ba and B  rated  securities  include  unrated
securities  in the  amount of 1.55% and  4.04%,  respectively,  which  have been
determined by the Manager to be of comparable quality.

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

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

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

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

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

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

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

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

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

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

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

     During the fiscal year ended October 31, 1997, the percentage of the Fund's
portfolio securities invested in the various ratings established by S & P, based
upon the weighted average ratings of the portfolio, was as follows:

                   S & P Rating                Portfolio Percentage
                   ------------                --------------------
                        AAA                              .68%
                        AA                             17.35%
                         A                             41.74%
                        BBB                            36.15%
                        BB                              4.08%

     The above  percentages for AA, A and BBB rated  securities  include unrated
securities in the amount of .97%, 2.67% and 9.11%, respectively, which have been
determined by the Manager to be of comparable quality.

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

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

     MONEY MARKET FUNDS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

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

Repurchase Agreements/Lending Portfolio Securities

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

Forward Commitments

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

Warrants

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

Borrowing

     As a matter of  fundamental  policy,  each Fund may  borrow  money only for
temporary or emergency  purposes.  The Capital Value,  Cash Management,  Growth,
Tax-Exempt Bond and Tax-Exempt Cash Management Funds may borrow only from banks.
Further,  each Fund may borrow only in an amount not exceeding 5% of its assets,
except:

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

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

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

Options

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

General

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

RISK FACTORS

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

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

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

     Each of the following  Principal Funds may invest in foreign  securities to
the indicated percentage of its assets:  International,  International  Emerging
Markets and  International  SmallCap Funds - 100%; Real Estate - 25%;  Balanced,
Blue Chip,  Bond,  Capital Value,  Growth,  High Yield,  Limited Term Bond Fund,
MidCap,  SmallCap and Utilities Funds - 20%.  Neither the Government  Securities
Income Fund nor the Tax-Exempt Bond Fund may invest in foreign  securities.  The
Cash  Management and Tax Exempt Cash  Management  Funds do not invest in foreign
securities  other than those that are United States dollar  denominated.  United
State dollar  denominated means that all principal and interest payments for the
security  are  payable  in U.S.  dollars  and that  the  interest  rate of,  the
principal  amount  to be  repaid  and the  timing  of  payments  related  to the
securities do not vary or float with the value of a foreign  currency,  the rate
of interest on foreign  currency  borrowings or with any other  interest rate or
index expressed in a currency other than U.S. dollars. Debt securities issued in
the United States pursuant to a registration statement filed with the Securities
and Exchange  Commission  are not treated as foreign  securities for purposes of
these limitations. Investment in foreign securities presents certain risks which
may affect a Fund's net asset value.  These risks  include,  but are not limited
to, those resulting from fluctuations in currency exchange rates, revaluation of
currencies,  the  imposition  of  foreign  taxes,  the  withholding  of taxes on
dividends at the source,  political  and economic  developments  including  war,
expropriations,  nationalization,  the possible  imposition of currency exchange
controls  and  other  foreign   governmental   laws  or  restrictions,   reduced
availability of public information concerning issuers, and the fact that foreign
issuers are not generally subject to uniform accounting,  auditing and financial
reporting standards or to other regulatory practices and requirements comparable
to those applicable to domestic  issuers.  In addition,  transactions in foreign
securities  may be  subject  to higher  costs,  and the time for  settlement  of
transactions in foreign  securities may be longer than the settlement period for
domestic issuers.  A Fund's investment in foreign  securities may also result in
higher custodial costs and the costs associated with currency conversions.

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

HOW THE FUNDS ARE MANAGED

   
     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the  Funds is  Principal  Management  Corporation,  an  indirectly  wholly-owned
subsidiary of Principal Life Insurance Company.  Principal Life was organized as
a life  insurance  company  in 1879  under  the laws of the  State of Iowa.  The
address of the Manager is 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  Life. As of October 31, 1997, the
Manager  served as  investment  advisor for 28 such funds with  assets  totaling
approximately $5.0 billion.

     The  Manager  is  responsible  for  investment  advisory,   managerial  and
administrative  services for the Funds. However,  under a Sub-Advisory Agreement
between Invista and the Manager,  Invista  performs all the investment  advisory
responsibilities of the Manager for the  Growth-Oriented  Funds (except the Real
Estate Fund),  the Government  Securities  Income Fund and the Limited Term Bond
Fund.  The  Manager  will  reimburse  Invista  for the cost of  providing  these
services.  Invista,  an indirectly  wholly-owned  subsidiary  of Principal  Life
Insurance  Company  and an  affiliate  of the  Manager,  was founded in 1985 and
manages  investments  for  institutional  investors,  including  Principal Life.
Assets under management at September 30, 1997 were approximately  $25.3 billion.
Invista's address is 1800 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.
    

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

     The  Manager  or Invista  has  assigned  certain  individuals  the  primary
responsibility  for the  day-to-day  management  of each Fund's  portfolio.  The
persons  primarily  responsible  for the day-to-day  management of each Fund are
identified in the table below:
<TABLE>
<CAPTION>
                              Primarily
      Fund              Fund Responsible Since                               Person Primarily Responsible
      ----              ----------------------                               ----------------------------
<S>                          <C>                    <C>                                                                   
Balanced Fund                April, 1993            Judith A. Vogel, CFA (BA degree, Central College). Vice President, Invista
                                                    Capital Management, Inc., since 1987. Co-Manager since December, 1997: Martin
                                                    J. Schafer (BBA degree, University of Iowa). Vice President, Invista Capital
                                                    Management, Inc.

Blue Chip Fund               March, 1991            Mark T. Williams, CFA (MBA degree, Drake University). Vice President,
                             (Fund's inception)     Invista Capital Management, Inc., since 1995; Investment Officer, 92-95.
                                                    Prior thereto, Security Analyst.

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

   
Capital Value Fund           November, 1996         Catherine A. Zaharis, CFA, (MBA degree, Drake University). Vice President,
                                                    Invista Capital Management, Inc. since 1987.

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

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

   
High Yield Fund              April, 1998            Mark P. Denkinger, CFA (MBA, University of Iowa). Assistant Director -
                                                    Securities Investment, Principal Life Insurance Company since 1998. Prior
                                                    thereto, Investment Manager.

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

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

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

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

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

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

   
Tax-Exempt Bond              July, 1991             Daniel J. Garrett, CFA (MBA degree, Drake University). Assistant Director -
Fund                                                Securities Investment, Principal Life Insurance Company since 1994; Prior
                                                    thereto, Senior Analyst.
    

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

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

     For a description  of the  investment  and other  services  provided by the
Manager,  see  "Cost of  Manager's  Services"  in the  Statement  of  Additional
Information.  The  management fee and total Class A share or total Class B share
expenses  incurred by each Fund for the period ended October 31, 1997 were equal
to the following percentages of each Fund's respective average net assets:

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

         Balanced Fund                            .60%              1.33%              .60%              2.14%
         Blue Chip Fund                           .50%              1.30%              .50%              2.06%
         Bond Fund                                .46%               .95%*             .40%              1.70%*
         Capital Value Fund                       .40%               .70%              .40%              1.65%
         Cash Management Fund                     .37%               .63%              .00%              1.47%*
         Government Securities Income Fund        .46%               .84%              .46%              1.39%
         Growth Fund                              .44%              1.03%              .44%              1.48%
         High Yield Fund                          .60%              1.22%              .60%              2.13%
         International Emerging Markets Fund     1.23%              2.03%             1.23%              2.16%
         International Fund                       .71%              1.39%              .71%              2.17%
         International SmallCap Fund             1.19%              1.99%             1.19%              2.07%
         Limited Term Bond Fund                   .25%               .90%*             .00%              1.24%*
         MidCap Fund                              .59%              1.26%              .59%              1.69%
         Tax-Exempt Bond Fund                     .48%               .79%              .48%              1.45%
         Tax-Exempt Cash Management Fund          .47%               .70%*             .00%              1.47%*
         Utilities Fund                           .50%              1.15%*             .54%              1.90%*
<FN>
         * After waiver.
</FN>
</TABLE>

     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management,  Limited Term Bond,  Utilities and Tax-Exempt Cash Management  Funds
throughout  the fiscal year ended  October  31,  1997.  The  Manager  intends to
continue its voluntary waiver and, if necessary,  pay expenses  normally payable
by the Bond,  Limited Term Bond,  Utilities and Tax-Exempt Cash Management Funds
through October 31, 1998. The waiver, if necessary, for the Cash Management Fund
will  continue  through  February 28,  1998.  If  necessary,  waivers will be in
amounts  that will  maintain  a total  level of  operating  expenses  which as a
percentage of average net assets  attributable to a class on an annualized basis
during that period  will not exceed,  for the Class A shares,  .95% for the Bond
Fund, .90% for the Limited Term Bond Fund, 1.15% for the Utilities Fund and .75%
for the Money Market Funds, and for the Class B shares, 1.70% for the Bond Fund,
1.25% for the Limited Term Bond Fund, 1.95% for the Utilities Fund and 1.50% for
the Money Market Funds.  The effect of the waivers is and will be to reduce each
Fund's annual operating expenses and increase each Fund's yield.

   
     The Manager and Invista may purchase at their own expense  statistical  and
other  information or services from outside  sources,  including  Principal Life
Insurance  Company.  An  Investment  Service  Agreement  between each Fund,  the
Manager,  and Principal  Life  Insurance  Company  provides that  Principal 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 Life Insurance Company
for its costs incurred in this regard.
    

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

     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage  commissions to, Principal  Financial
Securities,  Inc.  ("PFS")  and Morgan  Stanley  and Co.,  each a  broker-dealer
affiliated  with  Princor  and/or the  Manager  for each of the Funds.  PFS also
provides  distribution  services  for the  Money  Market  Funds  for which it is
compensated  by the Manager.  These  services  include,  but are not limited to,
providing office space, equipment, telephone facilities and various personnel as
necessary or  beneficial  to establish and maintain  shareholder  accounts.  PFS
receives a fee from the Manager  calculated  as a percentage  of the average net
asset value of shares of each Fund held in PFS client accounts during the period
for which PFS provides the  services.  During the fiscal years ended October 31,
1995,  1996, and 1997,  PFS received fees in the amount of $991,520,  $1,650,714
and $1,765,033 respectively, in consideration of the services it rendered to the
Cash Management Fund. During the fiscal years ending October 31, 1995, 1996, and
1997  PFS  received  fees in the  amount  of  $191,789,  $254,083  and  $226,297
respectively,  in  consideration  of the services it rendered to the  Tax-Exempt
Cash Management Fund.

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

HOW TO PURCHASE SHARES

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

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

     Class B shares  of the Cash  Management  Fund may be  purchased  only by an
exchange from Class B shares of the Principal Funds. Shares of each of the other
Principal Funds may be purchased by mail, by telephone or by exchange from other
Principal Funds.

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

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

     Investors  may  make  subsequent  purchases  by wire to  existing  accounts
without placing a telephone order.  However, if a telephone order is not placed,
shares will be  purchased at the offering  price next  computed  after the wired
payment is  received by  Princor.  To make  subsequent  purchases  by wire,  the
investor  should  instruct the bank to wire transfer  Federal Funds to:  Norwest
Bank Iowa, N.A., Des Moines, Iowa , ABA No. 073000228;  for credit to: Principal
Management  Corporation,   Account  No.  3000499968;   for  further  credit  to:
investor's name and account number. Wire transfers may take two hours or more to
complete.  Investors may make special  arrangements to transmit orders for Money
Market Fund shares to Princor  prior to 3:00 p.m.  (Central  Time) on a day when
the Fund is open for business  with the  investor's  assurance  that payment for
such shares will be made by wiring  Federal Funds directly to Norwest Bank Iowa,
N.A. prior to 10:00 a.m. the following regular business day. Such orders will be
effected at the Fund's  offering price in effect on the date such purchase order
is received by Princor.  Wire  purchases  through a selected  dealer may involve
other procedures established by that dealer.

   
     Minimum  Purchase  Amount.  An investor may open an account with any of the
Funds with a minimum initial  investment of $1,000.  Accounts  established under
the Uniform  Gifts to Minors Act or Uniform  Transfers  Act may be funded with a
minimum  initial  investment  of $500.  IRAs may be  established  with a minimum
initial investment of $500.  Additional  investments of $100 or more may be made
at any time  without  completing  a new  application.  The  minimum  initial and
subsequent  investment  amounts  are not  applicable  to  accounts  used to fund
certain employee benefit plans, to accounts  designated as receiving accounts in
a Dividend Relay Election, to Money Market Fund accounts used as sweep accounts,
to  accounts  used as part of an asset  allocation  service  provided by Princor
Financial Services Corporation, to Money Market Fund accounts for which Delaware
Charter  Guarantee & Trust  Company acts as trustee or to  Automatic  Investment
Plans.  Each Fund's  Board of  Directors  reserves  the right to change or waive
minimum  investment  requirements at any time,  which would be applicable to all
investors alike.

     Automatic Investment Plan. An investor may make regular monthly investments
through  automatic  deductions  from the account of a bank or similar  financial
institution.  The minimum monthly purchase is $50 for all Funds except the Money
Market  Funds,  which have a $100  monthly  minimum  requirement.  A $50 minimum
monthly  purchase may be  established  for the Money Market Funds if the account
value is at least  $1,000 at the time the plan is  established.  Plan  forms and
preauthorized  check agreements are available from Princor on request.  There is
no  obligation  to continue the plan and it may be terminated by the investor at
any time.
    

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

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

     Class B Shares.  Class B shares are  purchased  without  an  initial  sales
charge, but are subject to a declining contingent deferred sales charge ("CDSC")
of up to 4% (1.25% for  Limited  Term Bond Fund) if  redeemed  within six years.
Class B shares purchased under certain sponsored Princor plans established after
February  1, 1998,  are  subject to a CDSC of up to 3% if  redeemed  within five
years of purchase.  (See Statement of Additional  Information  for discussion of
sponsored Princor plans.) See "Offering Price of Funds Shares."

     Class B shares bear a higher  12b-1 fee than Class A shares,  currently  at
the  annual  rate of up to 1.00%  (.50% for the  Limited  Term Bond Fund) of the
Fund's average net assets  attributable to Class B shares. See "Distribution and
Shareholder  Servicing  Plans and Fees." Class B shares  provide an investor the
benefit  of  putting  all of the  investor's  dollars  to work from the time the
investment is made, but (until  conversion to Class A shares) will have a higher
expense  ratio and pay lower  dividends  than  Class A shares  due to the higher
12b-1 fee. Class B shares will automatically convert to Class A shares, based on
relative net asset value (without a sales charge),  on the first business day of
the 85th month after the purchase date (61st month for certain sponsored plans).
Class B shares  acquired  by exchange  from Class B shares of another  Principal
fund will convert into Class A shares based on the time of the initial purchase.
(See "How to  Exchange  Shares".)  At the same time,  a pro rata  portion of all
shares  purchased  through  reinvestment  of dividends and  distributions  would
convert into Class A shares,  with that portion determined by the ratio that the
shareholder's  Class B  shares  converting  into  Class A  shares  bears  to the
shareholder's  total Class B shares that were not acquired through dividends and
distributions.  The conversion of Class B shares to Class A shares is subject to
the continuing  availability of a ruling from the Internal Revenue Service or an
opinion of counsel that such conversions will not constitute  taxable events for
Federal tax purposes. There can be no assurance that such ruling or opinion will
be  available,  and the  conversion of Class B shares to Class A shares will not
occur if such ruling or opinion is not available.  In such event, Class B shares
would  continue  to be  subject  to higher  expenses  than Class A shares for an
indefinite period.

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

OFFERING PRICE OF  FUNDS' SHARES

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

     Class A shares.  Class A shares of the Money  Market  Funds are sold to the
public at net asset  value;  no sales  charge  applies to purchases of the Money
Market Funds. Class A shares of the Growth-Oriented  and  Income-Oriented  Funds
are sold to the public at the net asset value plus a sales  charge  which ranges
from a high 4.75%  (1.50% for the Limited  Term Bond Fund) to a low of 0% of the
offering price (equivalent to a range of 4.99% to 0% of the net amount invested)
according to the schedule  below.  Selected  dealers are allowed a concession as
shown.  At  Princor's  discretion,  the  entire  sales  charge  may at  times be
reallowed to dealers. In some situations,  depending on the services provided by
the dealer,  the concession  may be less. Any dealer  allowance on purchases not
involving a sales charge will be determined by Princor.
<TABLE>
<CAPTION>
                                       Sales Charge for
                                       All Funds Except              Sales Charge for
                                     Limited Term Bond Fund       Limited Term Bond Fund            Dealers Allowance as
                                     Sales Charge as % of:         Sales Charge as % of:            % of Offering Price
                                   ------------------------      ------------------------    --------------------------------
                                   Offering      Net Amount      Offering      Net Amount    All Funds Except    Limited Term
                                     Price        Invested         Price        Invested     Limited Term Bond       Bond
                                   --------      ----------      --------      ----------    -----------------   ------------
<S>                                  <C>            <C>            <C>            <C>               <C>              <C>  
Less than $50,000                    4.75%          4.99%          1.50%          1.52%             4.00%            1.25%
$50,000 but less than $100,000       4.25%          4.44%          1.25%          1.27%             3.75%            1.00%
$100,000 but less than $250,000      3.75%          3.90%          1.00%          1.10%             3.25%            0.75%
$250,000 but less than $500,000      2.50%          2.56%          0.75%          0.76%             2.00%            0.50%
$500,000 but less than $1,000,000    1.50%          1.52%          0.50%          0.50%             1.25%            0.25%
$1,000,000 or more                     0              0              0              0               0.75%            0.25%
</TABLE>
     CDSC on Class A Shares.  Purchases of Class A shares of  $1,000,000 or more
may be  subject to CDSC upon  redemption.  A CDSC is payable to Princor on these
investments in the event of a share  redemption  within 18 months  following the
share purchase, at the rate of .75% (.25% for the Limited Term Bond Fund) of the
lesser of the value of the shares redeemed (exclusive of reinvested dividend and
capital gain distributions) or the total cost of such shares.  Shares subject to
the CDSC which are  exchanged  into another  Principal  Fund will continue to be
subject to the CDSC until the original 18 month period expires. However, no CDSC
is payable with respect to  redemptions of Class A shares used to fund a Princor
401 (a) or Princor 401 (k) retirement plan,  except  redemptions  resulting from
the termination of the plan or transfer of plan assets.

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

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

   
     Investors  may be able to purchase  Class A shares at net asset value.  The
following persons may purchase Class A shares of the  Growth-Oriented  Funds and
Income-Oriented  Funds at the net asset  value  (without  a sales  charge):  (1)
Principal  Life  Insurance   Company  and  its  directly  and  indirectly  owned
subsidiaries; (2) Active and retired directors, officers and employees of any of
the Funds,  Principal Life Insurance Company,  and directly and indirectly owned
subsidiaries of Principal Life Insurance Company (including  full-time insurance
agents of, and persons who have entered into insurance brokerage contracts with,
Principal  Life  Insurance   Company  and  its  directly  and  indirectly  owned
subsidiaries and employees of such persons);  (3) The Principal  Financial Group
Employees'  Credit Union; (4) Non-ERISA  investment  advisory clients of Invista
Capital  Management,  Inc., an indirectly  wholly-owned  subsidiary of Principal
Life  Insurance  Company;  (5)  Sales  representatives  and  employees  of sales
representatives  of Princor or other  dealers  through which shares of the Funds
are distributed;  (6) Spouses,  surviving spouses and dependent  children of the
foregoing  persons;  (7)  Trusts  primarily  for the  benefit  of the  foregoing
individuals;  (8) certain "wrap  accounts" for the benefit of clients of Princor
and other  broker-dealers or financial planners selected by Princor; (9) clients
of a registered  representative of Princor or other dealers through which shares
of the Funds are distributed and who has become affiliated with Princor or other
dealer  within 180 days prior to the date of the  purchase  of Class A shares of
the Funds, if the investment represents the proceeds of a redemption within that
180 day period of shares of another  investment  company  the  purchase of which
included a front-end  sales charge or the  redemption  of which was subject to a
contingent  deferred  sales charge;  (10) Unit  Investment  Trusts  sponsored by
Principal  Life  Insurance  Company  and/or its  directly  or  indirectly  owned
subsidiaries;  (11) certain employee welfare benefit plan customers of Principal
Life Insurance Company for whom Plan Deposit Accounts are established.

     Each of the Funds,  except  Principal  Tax-Exempt  Bond Fund and  Principal
Tax-Exempt  Cash  Management  Fund,  has  obtained an  exemptive  order from the
Securities  and  Exchange  Commission  ("SEC") to permit  each Fund to offer its
shares at net asset value to participants of certain annuity contracts issued by
Principal Life Insurance Company. In addition, shares of each of these funds are
available  at net  asset  value to the  extent  the  investment  represents  the
proceeds from a total surrender of certain unregistered annuity contracts issued
by Principal  Life  Insurance  Company and for which  Principal  Life  Insurance
Company  waives  any  applicable  contingent  deferred  sales  charges  or other
contract surrender charges.
    

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

     Class B  shares.  Class B  shares  (including  Class B  shares  of the Cash
Management Fund) are sold without an initial sales charge,  although a CDSC will
be imposed if you redeem  shares  within six years of  purchase  (five years for
certain sponsored plans).  The following types of shares may be redeemed without
charge at any time: (i) shares  acquired by reinvestment  of  distributions  and
(ii) shares otherwise  exempt from the CDSC, as described below.  Subject to the
foregoing exclusions,  the amount of the charge is determined as a percentage of
the lesser of the current market value or the cost of the shares being redeemed.
Therefore, when a share is redeemed, any increase in its value above the initial
purchase price is not subject to any CDSC. The amount of the CDSC will depend on
the number of years since you  invested and the dollar  amount  being  redeemed,
according to the following table:
<TABLE>
<CAPTION>
   
                                         Contingent Deferred Sales Charge
                                                  as a Percentage of
                                          Dollar Amount Subject to Charge
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                           For Certain Sponsored Plans
                                                                                             Commenced After 2/1/98
                                                                                     --------------------------------------
                                           All Funds                                      All Funds
      Years Since Purchase            Except Limited Term       Limited Term        Except Limited Term       Limited Term
         Payments Made                     Bond Fund              Bond Fund               Bond Fund             Bond Fund
      --------------------            -------------------       ------------        -------------------       ------------
<S>                                          <C>                    <C>                      <C>                   <C> 
  2 years or less                            4.0%                   1.25%                    3.00%                 .75%
  more than 2 years, up to  4 years          3.0%                   0.75%                    2.00%                 .50%
  more than 4 years, up to  5 years          2.0%                   0.50%                    1.00%                 .25%
  more than 5 years, up to 6 years           1.0%                   0.25%                     None                 None
  more than 6 years                            None                 None                      None                 None
</TABLE>
    

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

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

     Non-cash  compensation.  Princor  may, at its expense,  provide  additional
promotional  incentives or payments to dealers that sell shares of the Principal
Funds.  In some instances,  these  incentives or payments may be offered only to
certain dealers who have sold or may sell significant amounts of shares. Princor
has established a non-cash  compensation program for registered  representatives
of Principal  Financial  Securities,  Inc. ("PFS") based upon sales of shares of
the  Principal  funds  during the year  ending  December  31,  1997.  Registered
representatives  of PFS will receive a choice of promotional  items,  or will be
invited to attend a professional development seminar, receive a subscription for
a financial  newspaper  and an  allowance  to be used to promote  the  Principal
Funds.

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS AND FEES

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

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

     Although  Class B shares are sold without an initial sales charge,  Princor
pays a sales  commission  equal to 4.00% (3.00% for certain  sponsored  plans or
1.25% for the Limited Term Bond Fund) of the amount invested to dealers who sell
such shares.  These  commissions  are not paid on exchanges from other Principal
Funds. In addition, Princor may remit on a continuous basis up to .25% (.15% for
the Limited Term Bond Fund) to  Registered  Representatives  and other  selected
Dealers (including, for this purpose, certain financial institutions) as a trail
fee in recognition of their ongoing services and assistance.

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

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

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

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

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

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

DISTRIBUTION OF INCOME DIVIDENDS AND REALIZED CAPITAL GAINS

Growth-Oriented and Income-Oriented Funds
     Each of these  Funds  distributes  substantially  all of its net  income to
shareholders each year according to the following schedule:

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

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

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

     Income
     Bond, Government Securities                 three business days before              monthly on the 24th (or
     Income, High Yield, Limited                 each payable date                       previous business day)
     Term Bond and Tax-Exempt Bond
</TABLE>
     Net  realized  capital  gains  for  each  of the  Funds,  if  any,  will be
distributed  annually.  Generally  the  distribution  will be made on the fourth
business day of December,  to  shareholders  of record on the third business day
prior to the payable date.

     On the Account  Application,  you can authorize income dividend and capital
gains  distributions to be invested in additional Fund shares at net asset value
(without a sales charge), invested in shares of other Principal Funds or paid in
cash. You may change this  instruction  without charge at any time by giving ten
days written notice to the Fund.

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

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

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

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

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

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

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

Dividend Relay Election

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

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

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

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

TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

     It is the policy of each of the Funds to distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  applicable to regulated  investment companies under the provisions of
the  Internal  Revenue  Code.  This  means  that in each year in which a Fund so
qualifies,  it will be  exempt  from  federal  income  tax upon the  amounts  so
distributed  to  investors.  The Tax Reform Act of 1986 imposed an excise tax on
mutual funds which fail to distribute net investment income and capital gains by
the end of the calendar year in accordance  with the  provisions of the Act. The
Funds intend to comply with the Act's requirements and to avoid this excise tax.
The Funds record dividend income on the ex-dividend date, except dividend income
from foreign  securities  where the ex-dividend  date may have passed,  in which
case  such  dividends  are  recorded  as soon as the  Fund  is  informed  of the
ex-dividend  date.  The Funds are  required by law to withhold  31% of dividends
paid  to  investors  who  do  not  furnish  the  Fund  their  correct   taxpayer
identification  number,  which in the case of most  individuals  is their social
security number.

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

     In each fiscal year when,  at the close of such year,  more than 50% of the
value of the  International,  International  Emerging  Markets or  International
SmallCap Fund's total assets are invested in securities of foreign corporations,
the Fund may elect  pursuant  to Section  853 of the  Internal  Revenue  Code to
permit its  shareholders  to take a credit (or a deduction)  for foreign  income
taxes  paid by the Fund.  In that  case,  shareholders  should  include in gross
income for federal  income tax purposes  both cash  dividends  received from the
Fund and the amount  which the Fund advises is their pro rata portion of foreign
income taxes paid with respect to, or withheld from, dividends and interest paid
to the  Fund  from its  foreign  investments.  The  shareholders  would  then be
entitled to subtract  from their  federal  income taxes the amount of such taxes
withheld,  or else treat such foreign taxes as a deduction from gross income, if
that should be more advantageous. As in the case of individuals receiving income
directly from foreign sources,  the above-described tax credit for tax deduction
is subject to certain limitations.

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

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

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

HOW TO EXCHANGE SHARES

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

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

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

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

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

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

HOW TO SELL SHARES

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

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

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

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

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

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

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

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

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

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

PERIODIC WITHDRAWAL PLAN

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

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

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

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

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

PERFORMANCE CALCULATION

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

Growth-Oriented and Income-Oriented Funds

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

Money Market Funds

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

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

GENERAL INFORMATION ABOUT A FUND ACCOUNT

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

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

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

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

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

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

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

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

     3.  To change the ownership of the account;

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

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

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

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

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

RETIREMENT PLANS

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

SHAREHOLDER RIGHTS

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

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

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

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

     As  of  October  31,  1997,   Principal  Life  Insurance  Company  and  its
subsidiaries and affiliates  owned 25% or more of the outstanding  voting shares
of each Fund as indicated:
                                                                Percentage of
                                              Number of       Outstanding Shares
                    Fund                    Shares Owned             Owned
                    ----                    ------------      ------------------
     Capital Value Fund                       5,332,094             29.30%
     International Emerging Markets Fund      1,000,000             77.70%
     International SmallCap Fund              1,000,000             71.20%
     Limited Term Bond Fund                   1,111,843             50.37%
    

ADDITIONAL INFORMATION

     Organization:  The Funds were  incorporated in the state of Maryland on the
following  dates:  Balanced Fund - November 26, 1986;  Blue Chip Fund - December
10,  1990;  Bond Fund - December  2,  1986;  Capital  Value Fund - May 26,  1989
(effective November 1, 1989 succeeded to the business of a predecessor Fund that
had been  incorporated in Delaware on February 6, 1969);  Cash Management Fund -
June 10, 1982;  International  Emerging Markets Fund - May 27, 1997;  Government
Securities  Income  Fund  -  September  5,  1984;  Growth  Fund - May  26,  1989
(effective November 1, 1989 succeeded to the business of a predecessor Fund that
had been  incorporated  in Delaware  on  February  6,  1969);  High Yield Fund -
November 26, 1986;  International  Fund - May 12, 1981;  International  SmallCap
Fund - May 27,  1997;  Limited  Term Bond Fund - August 9, 1995;  MidCap  Fund -
February 20, 1987;  Real Estate Fund - May 27,  1997;  SmallCap  Fund August 13,
1997;  Tax-Exempt  Bond Fund - June 7, 1985;  Tax-Exempt  Cash Management Fund -
August 17, 1987; Utilities Fund - September 3, 1992.

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

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

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

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

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

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



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