PRINCIPAL GROWTH FUND INC /MD/
497K1, 1999-09-08
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                         Principal Mutual Funds Profile
                                 Class A Shares

This profile summarizes key information  included in the Funds' prospectus.  The
Funds'  prospectus  includes  additional  material  information about each Fund,
including a more detailed  description of the risks associated with investing in
a Fund that you may want to  consider  before  you  invest.  You may  obtain the
prospectus  and  other  information  about a Fund at no  cost by  calling  (800)
247-4123.
The prospectus is also available on our website at: www.principal.com/funds.

A total of sixteen  Principal Mutual Funds are available  through the retirement
plan adopted by your employer. These Funds are:


DOMESTIC GROWTH-ORIENTED FUNDS

Principal Balanced Fund, Inc.
Principal Blue Chip Fund, Inc.
Principal Capital Value Fund, Inc.
Principal Growth Fund, Inc.
Principal MidCap Fund, Inc.
Principal Real Estate Fund, Inc.
Principal SmallCap Fund, Inc.
Principal Utilities Fund, Inc.


INTERNATIONAL GROWTH-ORIENTED FUNDS

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


INCOME-ORIENTED FUNDS

Principal Bond Fund, Inc.
Principal Government Securities Income Fund, Inc.
Principal High Yield Fund, Inc.
Principal Limited Term Bond Fund, Inc.


MONEY MARKET FUND

Principal Cash Management Fund, Inc.

If you have any questions about the investment options available to you, contact
your registered  representative.  You may also obtain information regarding your
investment  options from a Princor  Retirement  Plan Specialist by calling (800)
247-4123 or writing to:

                       Princor Retirement Plan Operations
                          The Principal Financial Group
                                 711 High Street
                           Des Moines, Iowa 50392-0200

                                September 30, 1999


                                Table of Contents

Money Market Fund

Cash Management Fund.........................................................  6

Income-Oriented Funds

Limited Term Bond Fund.......................................................  8
Government Securities Income Fund............................................ 10
Bond Fund.................................................................... 12
High Yield Fund.............................................................. 14

Domestic Growth-Oriented Funds

Utilities Fund............................................................... 16
Real Estate Fund............................................................. 18
Balanced Fund................................................................ 20
Blue Chip Fund............................................................... 22
Capital Value Fund........................................................... 24
Growth Fund.................................................................. 26
MidCap Fund.................................................................. 28
SmallCap Fund................................................................ 30

International Growth-Oriented Funds

International Fund........................................................... 32
International SmallCap Fund.................................................. 34
International Emerging Markets Fund.......................................... 36

Information About Your Retirement Plan

Investment Information....................................................... 36
Services..................................................................... 37

Enrollment And Beneficiary Election Form..................................... 38


- --------------------------------------------------------------------------------
Principal Cash Management Fund, Inc.                                Money Market
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund invests its assets in a portfolio of money market instruments. The Fund
invests to maximize current income by investing in:

    o  U.S. Government securities
    o  Bank obligations
    o  Commercial paper
    o  Short-term corporate debt
    o  Repurchase agreements
    o  Taxable municipal obligations


What are the Significant Risks?

The yield on the Fund will vary with changes in short term  interest  rates.  An
investment  in the Fund is not  insured or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the  post-dividend  value of an  investment  at $1.00 per share,  it is
possible to lose money by investing in the Fund. As with all mutual funds,  loss
of money is a risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund is appropriate for investors who
   o seek monthly  dividends to produce income without incurring much risk, or
   o have short-term needs.
It is not a good  investment for retirement  plan  participants  seeking growth.
This Fund should not be relied on to meet short-term financial needs.


What are the Fund's Operating Expenses?

                 As of October 31, 1998
     Management Fees                        0.38%
     12b-1 Fees                              None
     Other Expenses                         0.18%
     Total Fund Operating Expenses          0.56%

No sales charge is imposed on the purchase of Fund Class A shares.

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $57          $179         $313        $701
You would pay the following expenses if you did not redeem your shares:
       $57          $179         $313        $70
- --------------------------------------------------------------------------------


Who is the Fund's Investment Manager?

Michael R. Johnson has been responsible for the day-to-day Fund management since
March 1983.  Mr.  Johnson has been  Assistant  Director - Securities  Trading of
Principal Management since 1994.


How has the Fund Performed?

The table shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's   performance  from  year  to  year.  Please  remember  the  Fund's  past
performance does not represent how it will perform in the future.


       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1989      8.42%
        1990      7.63%
        1991      5.80%
        1992      3.38%
        1993      2.63%
        1994      3.77%
        1995      5.44%
        1996      4.96%
        1997      4.88%
        1998      5.15%
- --------------------------------

- --------------------------------------------------------------------------------
Principal Limited Term Bond Fund, Inc.                           Income-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund invests  primarily in high-grade,  short-term  debt  securities.  Under
normal circumstances, the Fund invests at least 80% of its assets in:

    o  securities issued or guaranteed by the U.S. Government or its agencies or
       instrumentalities;
    o  debt  securities of U.S.  issuers  rated in the three  highest  grades by
       Standard & Poor's  Corporation (S&P) or Moody's Investors  Service,  Inc.
       (Moody's);
    o  if  unrated,  securities  are of  comparable  quality  in the  opinion of
       Invista.

The rest of the Fund's assets are invested in  securities in the fourth  highest
rating  category  ("investment  grade")  or  their  equivalent.  While  they are
considered to have adequate  capacity to pay interest and repay principal,  they
do have  speculative  characteristics.  The Fund may  invest in  corporate  debt
securities  and  mortgage-backed  securities.  Under unusual  market or economic
conditions,  for temporary or defensive  purposes the Fund may invest up to 100%
of its assets in cash or cash equivalents.


What are the Significant Risks?

Bond values fluctuate based on changes in interest rates, market conditions, and
announcements of other economic,  political,  or financial information.  Because
the value of the  securities  in which  the Fund  invests  fluctuate,  principal
values and investment  returns will fluctuate As with all mutual funds,  loss of
money is a risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund may be appropriate for investors who...

    o  want monthly dividends for income or to reinvest for modest growth,
    o  are willing to accept some,  although  not  dramatic,  volatility  in the
       value of their  investment.
This Fund should not be relied on to meet short-term financial needs.

- --------------------------------------
      Portfolio Composition
        as of June 30, 1999
- --------------------------------------
    Corporate Bonds:  57.0%
    Mortgage-backed Securities:  21.4%
    Asset-backed Securities:  20.0%
    Commercial Paper:  1.6%
- --------------------------------------

- --------------------------------------
        Maturity Profile
       as of June 30, 1999
- --------------------------------------
    Average Bond Quality:  AA3
    Average Bond Maturity:  3.89 years
    Average Duration:  2.86 years
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees*                       0.50%
    12b-1 Fees                             0.15%
    Other Expenses                         0.48%
                                           -----
    Total Fund Operating Expenses          1.13%
*The Manager voluntarily waived certain fees and expenses during the fiscal year
ended October 31, 1998.  After waiver,  the management fee paid was 0.19% (total
expenses 0.82%).

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $263         $504         $763        $1,504
You would pay the following expenses if you did not redeem your shares:
       $263         $504         $763        $1,504
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           1.50%
     $50,000 but less than $100,000              1.25%
     $100,000 but less than $250,000             1.00%
     $250,000 but less than $500,000             0.75%
     $500,000 but less than $1,000,000           0.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Martin J. Schafer has been  responsible for the day-to-day Fund management since
its inception in February  1996.  Mr.  Schafer has been a Portfolio  Manager for
Invista since 1992 and has been with the Principal Financial Group since 1977.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Return
Calendar Years Ended December 31
- --------------------------------
        1997      6.63%
        1998      6.70%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Two Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      9/30/98             2.99%
      6/30/99            -0.49%
- ----------------------------------------

- ----------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- ----------------------------------------------------------
                                  Past One  Past Five
                                    Year      Years
                                  --------  ---------
Limited Term Bond Fund              3.53%      5.34%*
Lehman Brothers
  Intermediate Government/
  Corporate Index                   4.19       7.04
Lipper Short-Intermediate
  Investment Grade Debt
  Fund Average                      3.38       6.11
- ----------------------------------------------------------
*Period from February 29, 1996 (date shares first offered
to the public) through June 30, 1999.

- --------------------------------------------------------------------------------
Principal Government Securities Income Fund, Inc.                Income-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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

The Fund invests in U.S. Government securities, which include obligations issued
or guaranteed by the U.S. Government,  its agencies, or  instrumentalities.  The
Fund invests in securities supported by:
    o  full faith and credit of the U.S. Government (GNMA certificates); or
    o  credit of the instrumentality (e.g. bonds issued by the Federal Home Loan
       Bank).


What are the Significant Risks?

Mortgage-backed  securities  are subject to  prepayment  (unscheduled  principal
payments) risk.  Prepayments may result from voluntary prepayment,  refinancing,
or  foreclosure  of  the  underlying  mortgage.  When  interest  rates  decline,
significant  unscheduled  prepayments  may result and must then be reinvested at
lower rates.  Prepayments  may also shorten the  effective  maturities  of these
securities,  especially  during  periods of  declining  interest  rates.  During
periods of rising  interest  rates, a reduction in prepayments  may increase the
effective maturities of these securities, subjecting them to the risk of decline
in market value in response to rising  interest and  potentially  increasing the
volatility of the Fund.

At times,  mortgage-backed securities may have higher than market interest rates
and are  purchased  at a premium.  Unscheduled  prepayments  are made at par and
cause the Fund to experience a loss of some or all of the premium. Although some
of the securities  the Fund purchases are backed by the U.S.  government and its
agencies,  shares of the Fund are not guaranteed. As with all mutual funds, loss
of money is a risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund is a suitable  investment  for investors who want monthly  dividends to
provide income or to be reinvested in additional  Fund shares to produce growth.
Such investors prefer to have the repayment of principal and interest on most of
the securities in which the Fund invests to be backed by the U.S.  Government or
its  agencies.  This Fund should not be relied on to meet  short-term  financial
needs.

- --------------------------------------
      Portfolio Composition
        as of June 30, 1999
- --------------------------------------
    GNMA Securities:  99.9%
    Commercial Paper:  0.1%
- --------------------------------------

- --------------------------------------
        Maturity Profile
       as of June 30, 1999
- --------------------------------------
    Average Bond Quality:  AAA
    Average Bond Maturity:  6.99 years
    Average Duration:  2.82 years
- --------------------------------------


 What are the Fund's Operating Expenses?

                  As of October 31, 1998
    Management Fees                        0.45%
    12b-1 Fees                             0.20%
    Other Expenses                         0.21%
                                           -----
    Total Fund Operating Expenses          0.86%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
         1 Year   3 Years  5 Years  10 Years
         ------   -------  -------  --------
         $559     $736     $929     $1,485
You would pay the following expenses if you did not redeem your shares:
         $559     $736     $929     $1,485
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.
- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Martin J. Schafer has been  responsible for the day-to-day Fund management since
its inception in May 1985. Mr. Schafer has been a Portfolio  Manager for Invista
since 1992 and has been with the Principal Financial Group since 1977.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1989      15.04%
        1990       9.52%
        1991      16.83%
        1992       6.13%
        1993       9.16%
        1994      -4.89%
        1995      19.19%
        1996       3.85%
        1997       9.69%
        1998       7.19%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Ten Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      6/30/95             6.38%
      3/31/94            -4.38%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
Government Securities
  Income Fund                       2.61%      7.85%     7.88%
Lehman Brothers
  GNMA Index                        4.06       8.11      8.32
Lipper GNMA Fund Average            2.62       7.03      7.45
- --------------------------------------------------------------------

- --------------------------------------------------------------------------------
Principal Bond Fund, Inc.                                        Income-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What  is the  Fund's Investment Strategy?

The Fund invests in fixed-income  securities.  Generally,  the Fund invests on a
long-term basis but may make short-term investments.

Under normal circumstances, the Fund invests at least 65% of its assets in:
    o  debt  securities and taxable  municipal bonds either rated at the time of
       purchase in one of the top four  categories by S&P or Moody's,  or if not
       rated, in the Manager's opinion are of comparable quality.
    o  similar Canadian, Provincial, or Federal Government securities payable in
       U.S. dollars;
    o  securities issued or guaranteed by the U.S. Government or its agencies.


What are the Significant Risks?

Bond values fluctuate based on changes in interest rates, market conditions, and
announcements  of  other  economic,  political,  or  financial  information.  In
addition,  the  value of the  securities  held by the Fund  may be  affected  by
factors such as credit  rating of the entity that issued the bond and  effective
maturities of the bond.  Lower quality and longer maturity bonds will be subject
to greater  credit risk and price  fluctuations  than higher quality and shorter
maturity bonds.  During periods of falling  interest rates,  the price of a bond
rises,  and when rates rise the price of a bond  declines.  Because the value of
the  securities in which the Fund invests  fluctuate  the  principal  values and
investment returns will fluctuate.  As with all mutual funds, loss of money is a
risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund is suitable for an investor seeking monthly dividends to provide income
or to be reinvested in Fund shares for growth. Investors must also be willing to
accept  fluctuations in the value of the Fund's shares.  This Fund should not be
relied on to meet short-term needs.

- --------------------------------------
      Portfolio Composition
        as of June 30, 1999
- --------------------------------------
    Corporate Bonds:  94.5%
    Asset Backed Securities:  3.1%
    Commercial Paper:  2.4%
- --------------------------------------

- --------------------------------------
        Maturity Profile
       as of June 30, 1999
- --------------------------------------
    Average Bond Quality:  Baa1
    Average Bond Maturity:  9.67 years
    Average Duration:  6.26 years
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees*                       0.48%
    12b-1 Fees                             0.23%
    Other Expenses                         0.33%
                                           -----
    Total Fund Operating Expenses          1.04%

*The Manager voluntarily waived certain fees and expenses during the fiscal year
ended October 31, 1998. After waiver,  the Class A share management fee paid was
0.39% (total expenses 0.95%).

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $576         $790         $1,022      $1,686
You would pay the following expenses if you did not redeem your shares:
       $576         $790         $1,022      $1,686
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Scott A. Bennett,  CFA, Assistant Director - Securities  Investment of Principal
Capital Management,  LLC has been responsible for the day-to-day Fund management
since November 1996. Mr. Bennett was Investment Manager of Investment Securities
from 1991-1996.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1989      13.43%
        1990       4.64%
        1991      17.45%
        1992       8.61%
        1993      12.77%
        1994      -4.35%
        1995      22.28%
        1996       2.27%
        1997      10.96%
        1998       7.14%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Ten Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      6/30/95             8.54%
      3/31/94            -4.06%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
Bond Fund                          -0.13%      7.96%     8.11%
Lehman Brothers BAA
  Corporate Index                   1.77       8.78      8.91
Lipper Corporate Debt BBB
  Rated Fund Average                0.85       7.85      8.28
- --------------------------------------------------------------------

- --------------------------------------------------------------------------------
Principal High Yield Fund, Inc.                                  Income-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund 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.  The Fund invests its assets in  securities  rated Ba1 or lower by
Moody's or BB+ or lower by S&P.  The Fund may also invest in unrated  securities
which the Manager  believes to be of comparable  quality.  These  securities are
considered  to be  speculative  with  respect  to the  issuer's  ability  to pay
interest and repay principal. The Fund does not invest in securities rated below
Caa (Moody's) or below CCC (S&P) at the time of purchase.  The yield to maturity
on these securities is generally lower than the yield to maturity on lower rated
fixed income securities.


What are the Significant Risks?

This Fund involves  special risks.  Compared to higher rated  securities,  lower
rated securities may:
    o  have a more volatile market value,  generally  reflecting specific events
       affecting the issuer;
    o  be subject to greater risk of loss of income and  principal  (issuers are
       generally not as financially secure);
    o  have a lower volume of trading, making it more difficult to value or sell
       the security; and
    o  be more  susceptible  to a change in value or liquidity  based on adverse
       publicity  and  investor  perception,  whether  or not  based on  factual
       analysis.
The Fund tries to minimize the risks of investing in lower rated  securities  by
diversification,  investment analysis,  and attention to current developments in
interest rates and economic conditions.  As with all mutual funds, loss of money
is a risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund is  generally  a suitable  investment  for  investors  seeking  monthly
dividends  to provide  income or to be  reinvested  in Fund  shares for  growth.
Investors  should  carefully  consider their ability to assume the risks of this
Fund before making an investment.  Investors generally should not invest a large
portion  of  their  assets  in the  Fund due to the  speculative  nature  of the
securities in which the Fund invests.  This Fund should not be relied on to meet
short-term financial needs.


- --------------------------------------
      Portfolio Composition
        as of June 30, 1999
- --------------------------------------
    Corporate Bonds:  95.9%
    Commercial Paper:  4.1%
- --------------------------------------

- --------------------------------------
        Maturity Profile
       as of June 30, 1999
- --------------------------------------
    Average Bond Quality:  Ba3
    Average Bond Maturity:  7.72 years
    Average Duration:  4.73 years
- --------------------------------------

What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        0.60%
    12b-1 Fees                             0.25%
    Other Expenses                         0.55%
                                           -----
    Total Fund Operating Expenses          1.40%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $611         $897         $1,204      $2,075
You would pay the following expenses if you did not redeem your shares:
       $611         $897         $1,204      $2,075
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Mark P. Denkinger,  CFA, Assistant Director - Securities Investment of Principal
Capital  Management LLC, has been responsible for the day-to-day Fund management
since April 1998. Mr. Denkinger was Investment Manager from 1993-1998.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1989      -1.51%
        1990     -11.66%
        1991      28.74%
        1992      13.09%
        1993      12.10%
        1994      -0.65%
        1995      15.61%
        1996      12.54%
        1997       9.68%
        1998      -1.28%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Ten Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      3/31/91             9.75%
      9/30/98            -6.52%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
High Yield Fund                    -3.76%      7.58%     6.80%
Lehman Brothers High Yield
  Composite Bond Index             -0.38       9.55     10.26
Lipper High Current Yield
  Fund Average                     -1.45       8.56      9.30
- --------------------------------------------------------------------

- --------------------------------------------------------------------------------
Principal Utilities Fund, Inc.                                   Growth-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

The  Utilities  Fund 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.
What is the Fund's Investment Strategy?

The Fund  invests in  securities  issued by  companies  in the public  utilities
industry. These companies include:
    o  companies engaged in the manufacturing,  production, generation, sale, or
       distribution of electric or gas energy or other types of energy;and
    o  companies engaged in telecommunications,  including telephone, telegraph,
       satellite,  microwave,  and other  communications  media  (but not public
       broadcasting or cable  television).  Under normal market  conditions,  at
       least  65% (and up to 100%) of the  assets  of the Fund are  invested  in
       equity  securities and  fixed-income  securities in the public  utilities
       industry.


What are the Significant Risks?

Since the Fund's  investments are  concentrated in the utilities  industry,  the
value of its shares changes in response to factors  affecting those  industries.
Many utilities companies have been subject to risks of:
    o  increase in fuel and other operating costs;
    o  changes in interest rates on borrowings for capital improvement programs;
    o  changes in applicable laws and regulations;
    o  changes  in  technology  which  render  existing  plants,  equipment,  or
       products obsolete;
    o  effects of conservation; and
    o  increase in costs and delays associated with environmental regulations.
The share price of the Fund may  fluctuate  more widely than the value of shares
of a fund that invests in a broader range of industries.  Generally,  the prices
charged by  utilities  are  regulated  to protect the public and ensure  utility
companies earn enough to grow and provide  appropriate  services.  The prices of
utility company bonds rise when interest rates fall and fall when interest rates
rise.  As with all mutual  funds,  loss of money is a risk of  investing in this
Fund.


Who Should Invest in this Fund?

The Fund is a suitable  investment for investors seeking quarterly dividends for
income or to be reinvested for growth.  Suitable investors are those who want to
invest  in  companies  in the  utilities  industry  and are  willing  to  accept
fluctuations in the value of their investment. This Fund should not be relied on
to meet short-term financial needs.

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    Bell Atlantic
    Ameritech Corp.
    Bellsouth Corp.
    U.S. West, Inc.
    MCI Worldcom Inc.
    GTE Corp.
    AT&T Corp.
    Sprint Corp.
    Enron Corp.
    Pinnacle West Capital Corp.
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Electric Services
    Telephone Communication
    Combination Utility Services
    Personal Credit Institutions
    Gas Production & Distribution
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees*                       0.60%
    12b-1 Fees                             0.25%
    Other Expenses                         0.38%
                                           -----
    Total Fund Operating Expenses          1.23%
*The Manager voluntarily waived certain fees and expenses during the fiscal year
ended October 31, 1998.  After waiver,  the management fee paid was 0.52% (total
expenses 1.15%).

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $594         $847         $1,119      $1,893
You would pay the following expenses if you did not redeem your shares:
       $594         $847         $1,119      $1,893
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Catherine  A.  Zaharis,  CFA  has  been  responsible  for  the  day-to-day  Fund
management  since its inception in April 1993.  Ms. Zaharis has been a Portfolio
Manager for Invista since 1987.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1993       8.42%
        1994     -11.09%
        1995      33.87%
        1996       4.56%
        1997      29.58%
        1998      22.50%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Six Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
     12/31/97            19.24%
      3/31/94            -9.00%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
Utilities Fund                     23.07%     19.02%    13.53%*
S&P 500 Stock Index                22.76      27.87     18.78
Dow Jones Utilities Index
  with Income Fund Average         11.95      18.21      N/A
- --------------------------------------------------------------------
*Period from December 16, 1992 (date shares first offered to the public) through
June 30, 1999.

- --------------------------------------------------------------------------------
Principal Real Estate Fund, Inc.                                 Growth-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund invests primarily in equity securities of companies engaged in the real
estate industry.  For purposes of the Fund's investment  policies, a real estate
company has at least 50% of its assets, income, or profits derived from products
or services related to the real estate industry.  Real estate companies  include
real estate  investment trusts (REIT) 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 assets in  securities  of foreign  real  estate
companies.


What are the Significant Risks?

Securities of real estate  companies  are subject to securities  market risks as
well as risks  similar  to those  of  direct  ownership  of real  estate.  These
include:
    o  declines in the value of real estate;
    o  risks related to general and local economic conditions;
    o  overbuilding; and
    o  increases in property taxes and operating expenses.
In addition to the risks listed above,  equity REITs are affected by the changes
in the value of the properties  owned by the trust.  Mortgage REITs are affected
by the quality of the credit extended. The values of the Fund's assets change on
a daily basis.  The current  share price  reflects the  activities of individual
companies and general market and economic  conditions.  In the short term, share
prices can fluctuate dramatically in response to these factors. Because of these
fluctuations,  principal values and investment returns vary. As with any mtutual
fund, loss of money is a risk of investing in this Fund.


Who Should Invest in this Fund?

TheFund is  generally a suitable  investment  for  investors  seeking  long-term
   growth:  o who  want to  invest  in  companies  engaged  in the  real  estate
   industry,  and o who are willing to accept  fluctuations  in the value of the
   investment.
This Fund should not be relied on to meet short-term  financial needs.

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    Equity Residential Prop
    Prologis Trust
    Equity Office Properties
    Apartment Investment
    The Macerich Co.
    Cabot Industrial Trust
    Reckson Assoc. Realty
    Bradley Real Estate, Inc.
    Manufactured Homes
    CBL & Associates
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Apartment
    Personal Credit Institutions
    Real Estate Operators & Lessor
    Hotels & Motels
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        0.90%
    12b-1 Fees                             0.31%
    Other Expenses                         1.04%
                                           -----
    Total Fund Operating Expenses          2.25%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $692         $1,145       $1,623      $2,937
You would pay the following expenses if you did not redeem your shares:
       $692         $1,145       $1,623      $2,937
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Kelly D. Rush,  CFA,  Assistant  Director of Commercial  Real Estate,  Principal
Capital  Management LLC, has been responsible for the day-to-day Fund management
since its  inception  in  December  1997.  Mr.  Rush was  Senior  Administrator,
Investment  -  Commercial  Real  Estate  from  1993-1996.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1998      -13.62%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last One Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      6/30/99           11.00%
      9/30/98           -7.81%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five
                                    Year      Years
                                  --------  ---------
Real Estate Fund                   -4.02%     -7.00%*
Morgan Stanley REIT Index          -8.41       N/A
Lipper Real Estate  Fund
   Average                         -5.55      10.39
- --------------------------------------------------------------------
*Period from December 31, 1997 (date shares first offered
to the public) through June 30, 1999.

- --------------------------------------------------------------------------------
Principal Balanced Fund, Inc.                                    Growth-Oriented
- --------------------------------------------------------------------------------

What  is  the  Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund invests  primarily in common  stocks and corporate  bonds.  It may also
invest in other equity securities,  government bonds and notes, and cash. Though
the  percentages  in  each  category  are not  fixed,  common  stocks  generally
represent  40% to 70% of the Fund's  assets.  The remainder of the Fund's assets
are invested in bonds and cash.

As of October 31, 1998

Cash and Cash Equivalents
        1.82%

        Stocks
        54.08%        (pie chart)

        Bonds
       44.10%


What are the Significant Risks?

The value of the stocks owned by the Fund changes on a daily basis. Stock prices
reflect the  activities of individual  companies and general market and economic
conditions.  In the short  term,  stock  prices can  fluctuate  dramatically  in
response to these factors.

Bond values change daily. Their prices reflect changes in interest rates, market
conditions,  and  announcements  of  other  economic,  political,  or  financial
information.  When  interest  rates  fall,  the  price of a bond  rises and when
interest rates rise, the price declines.  As with any mutual fund, loss of money
is a risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund is a suitable investment for investors seeking long-term growth but who
are  uncomfortable  accepting the risks of investing  entirely in common stocks.
This Fund should not be relied on to meet short-term financial needs.

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    Chase Comm. Mtge. Sec.
    IBM Corp.
    First Data Corp.
    Browning-Ferris Ind.
    DLJ Comm. Mtge. Corp.
    Citigroup Inc.
    Pepsico, Inc.
    Merck & Co.
    Federal Home Loan Mtge. Corp.
    Allstate Corp.
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Mortgage Pass Through Securities
    Commercial Banks
    Drugs
    Fire, Marine, & Casualty Ins.
    Common Stock
- --------------------------------------

What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        0.59%
    12b-1 Fees                             0.25%
    Other Expenses                         0.44%
                                           -----
    Total Fund Operating Expenses          1.28%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $599         $862         $1,144      $1,947
You would pay the following expenses if you did not redeem your shares:
       $599         $862         $1,144      $1,947
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1989      10.65%
        1990      -5.18%
        1991      31.72%
        1992      10.47%
        1993       9.01%
        1994      -3.38%
        1995      23.39%
        1996      13.00%
        1997      17.29%
        1998      11.20%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Ten Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      3/31/91            11.34%
      9/30/90           -11.70%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
Balanced Fund                       8.59%     13.78%    10.91%
S&P 500 Stock Index                22.76      27.87     18.78
Lipper Balanced
  Fund Average                      9.98      16.25     12.46
- --------------------------------------------------------------------


Who is the Fund's Investment Manager?

Douglas D. Herold, CFA, has been co-manager  responsible for the day-to-day Fund
management  since  October  1998.  Mr.  Herold has been a Portfolio  Manager for
Invista since 1996. Prior thereto, he was Securities Analyst from 1993-1996.

Martin J.  Schafer has been  co-manager  of the Fund since  December  1997.  Mr.
Schafer has been Portfolio Manager for Invista since 1992.

Judith A. Vogel,  CFA,  has been  co-manager  of the Fund since April 1993.  Ms.
Vogel has been  Portfolio  Manager  for Invista  since 1987.

- --------------------------------------------------------------------------------
Principal Blue Chip Fund, Inc.                                   Growth-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund selects the  companies it believes to have the  potential for growth of
capital,  earnings,  and  dividends.  Under normal market  conditions,  the Fund
invests  at least  65% (and may  invest  up to 100%) of its  assets in blue chip
companies. Blue chip companies are easily identified by:
    o  size (market capitalization of at least $1 billion)
    o  established history of earnings and dividends
    o  easy access to credit
    o  good industry position
    o  superior management structure
In addition,  the large market of publicly  held shares for these  companies and
their  generally  high trading  volume  results in a  relatively  high degree of
liquidity for these stocks.


What are the Significant Risks?

The value of the stocks owned by the Fund changes on a daily basis.  The current
price  reflects the  activities of individual  companies and general  market and
economic conditions.  In the short term, stock prices can fluctuate dramatically
in response to these factors.  Because of these  fluctuations,  principal values
and investment returns vary. As with any mutual fund, loss of money is a risk of
investing in this Fund.


Who Should Invest in this Fund?

The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth who are willing to accept the risks of investing in common stocks but who
prefer  investing  in larger,  established  companies.  This Fund  should not be
relied on to meet  short-term  financial  needs.

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    Hewlett-Packard Co.
    Browning-Ferris Ind.
    Johnson & Johnson
    Motorola, Inc.
    Minnesota Min. & Mfg.
    McDonald's Corp.
    Bank One Corp.
    GTE Corp.
    Chubb Corp.
    Royal Dutch Petroleum Co.
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Drugs
    Petroleum Refining
    Computer & Office Equipment
    Commercial Banks
    Telephone Communications
- --------------------------------------

What are the Fund's  Operating Expenses?

                 As of October 31, 1998
    Management Fees                        0.48%
    12b-1 Fees                             0.25%
    Other Expenses                         0.58%
                                           -----
    Total Fund Operating Expenses          1.31%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $602         $870         $1159       $1979
You would pay the following expenses if you did not redeem your shares:
       $602         $870         $1159       $1979
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Mark T. Williams,  CFA, has been  responsible for the day-to-day Fund management
since its inception in March 1991. Mr. Williams has been a Portfolio Manager for
Invista since 1991.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1992       6.09%
        1993       2.62%
        1994       3.36%
        1995      33.19%
        1996      16.78%
        1997      26.25%
        1998      16.55%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Seven Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      6/30/97            16.40%
      9/30/98            -9.92%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
Blue Chip Fund                     15.61%     22.27%    15.41%*
S&P 500 Stock Index                22.76      27.87     18.78
Lipper Growth and
  Income Fund Average              14.48      21.93     15.35
- --------------------------------------------------------------------------------
*Period  from March 1, 1991 (date shares  first  offered to the public)  through
June 30, 1999.

- --------------------------------------------------------------------------------
Principal Capital Value Fund, Inc.                               Growth-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund invests primarily in securities that have "value" characteristics. This
process is known as "value  investing."  Value stocks tend to have higher yields
and lower price to earnings ratios than other stocks.

Securities  chosen for investment  may include those of companies  which Invista
believes can be expected to share in the growth of the nation's economy over the
long term.


What are the Significant Risks?

The current price of the Fund's assets  reflect the activities of the individual
companies and general market and economic  conditions.  In the short term, stock
prices can fluctuate dramatically in response to these factors. Because of these
fluctuations,  principal values and investment  returns vary. As with any mutual
fund, loss of money is a risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth.  Investors  should be willing to accept the risks of investing in common
stocks but also prefer  investing  in  companies  that  appear to be  considered
undervalued relative to similar companies.  This Fund should not be relied on to
meet short-term financial needs.

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    Atlantic Richfield Co.
    Grainger (W W)
    Browning-Ferris Ind.
    Chase Manhattan
    AT&T Corp.
    U.S. West, Inc.
    SBC Communications Inc.
    American Home Prod.
    Pepsico, Inc.
    Texaco Inc.
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Commercial Banks
    Drugs
    Telephone Communications
    Petroleum Refining
    Miscellaneous Converted Paper
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        0.38%
    12b-1 Fees                             0.14%
    Other Expenses                         0.22%
                                           -----
    Total Fund Operating Expenses          0.74%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $547         $700         $867        $1,350
You would pay the following expenses if you did not redeem your shares:
       $547         $700         $867        $1,350
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Catherine  A.  Zaharis,  CFA,  has  been  responsible  for the  day-to-day  Fund
management  since November  1996.  Ms. Zaharis has been a Portfolio  Manager for
Invista since 1987. What is the Fund's Investment Objective?


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1989      14.76%
        1990     -10.64%
        1991      37.21%
        1992       9.09%
        1993       7.56%
        1994       0.21%
        1995      31.90%
        1996      23.42%
        1997      28.69%
        1998      12.13%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Ten Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      3/31/91            17.94%
      9/30/90           -17.62%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
Capital Value Fund                  5.83%     20.74%    13.83%
S&P 500 Stock Index                22.76      27.87     18.78
Lipper Growth and Income
  Fund Average                     14.48      21.93     15.35
- --------------------------------------------------------------------

- --------------------------------------------------------------------------------
Principal Growth Fund, Inc.                                      Growth-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the  Fund's Investment Strategy?

To  achieve  the  Fund's  objective,  Invista  uses  an  approach  described  as
"fundamental analysis." The basic steps involved in this analysis are:
    o  Research.  Invista researches economic prospects over the next one to two
       years rather than  focusing on near term  expectations.  This approach is
       designed to provide insight into a company's real growth potential.
    o  Valuation.  The research findings allow Invista to identify the prospects
       for the major  industrial,  commercial,  and  financial  segments  of the
       economy.  Invista looks at such factors as demand for products,  capacity
       to produce,  operating costs,  pricing structure,  marketing  techniques,
       adequacy  of  raw   materials  and   components,   domestic  and  foreign
       competition, and research productivity.  It then uses this information to
       judge the prospects for each industry for the near and intermediate term.
    o  Stock  selection.  Invista then  purchases  securities  of issuers  which
       appear to have high growth potential.


What are the Significant Risks?

These  securities  present greater  opportunities  for capital growth because of
high potential earnings growth but may also involve greater risk than securities
which do not have the same  potential.  The companies  may have limited  product
lines,  markets or financial  resources,  or may depend on a limited  management
group.  As a result,  these  securities  may  change in value more than those of
larger, more established companies. As the value of the stocks owned by the Fund
changes, the Fund share price changes. As with any mutual fund, loss of money is
a risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund is generally a suitable  investment  for investors  who want  long-term
growth.  Additionally,  the  investor  must be  willing  to accept  the risks of
investing in common  stocks that may have greater risks than stocks of companies
with lower potential for earnings  growth.  This Fund should not be relied on to
meet short-term financial needs.

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    Tyco International Ltd.
    MCI Worldcom Inc.
    Microsoft Corp.
    Intel Corp.
    Citigroup Inc.
    Home Depot Inc.
    Marriot Intl - Class A
    Chase Manhattan
    Johnson & Johnson
    General Electric Co.
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Drugs
    Commercial Banks
    Computer & Office Equipment
    Telephone Communications
    Electronic Components & Access.
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        0.41%
    12b-1 Fees                             0.21%
    Other Expenses                         0.33%
                                           -----
    Total Fund Operating Expenses          0.95%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $567         $763         $976        $1,586
You would pay the following expenses if you did not redeem your shares:
       $567         $763         $976        $1,586
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Michael R. Hamilton has been  responsible  for the  day-to-day  Fund  management
since its inception in August 1987.  Mr.  Hamilton has been a Portfolio  Manager
for Invista since 1987.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1989      18.07%
        1990      -1.41%
        1991      56.61%
        1992      10.16%
        1993       7.51%
        1994       3.21%
        1995      33.47%
        1996      12.23%
        1997      28.41%
        1998      20.37%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Ten Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      3/31/91            24.39%
      9/30/90           -18.61%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
Growth Fund                        11.73%     21.61%    18.13%
S&P 500 Stock Index                22.76      27.87     18.78
Lipper Growth Fund Average         18.87      23.10     16.60
- --------------------------------------------------------------------

- --------------------------------------------------------------------------------
Principal MidCap Fund, Inc.                                      Growth-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund  chooses  stocks which are thought to be  responsive  to changes in the
marketplace and have the fundamental characteristics to support growth. The Fund
may  invest  for any  period  in any  industry,  in any kind of  growth-oriented
company. Companies may range from the well-established and well-known to the new
or those with limited operating history.

Under normal market  conditions,  the Fund invests at least 65% of its assets in
securities  of companies  with market  capitalizations  in the $1 billion to $10
billion range. Market capitalization is defined as total current market value of
a  company's  outstanding  common  stock.  The Fund may  invest up to 20% of its
assets in securities of foreign companies.


What are the Significant Risks?

The value of the stocks owned by the Fund changes on a daily basis.  The current
share price reflects the  activities of individual  companies and general market
and economic conditions.  The Fund's share price may fluctuate more than that of
funds primarily invested in stocks of large companies.  Mid-sized  companies may
pose greater risk due to narrow product lines, limited financial resources, less
depth in management,  or a limited trading market for their stocks. In the short
term,  stock prices can  fluctuate  dramatically  in response to these  factors.
Because of these fluctuations,  principal values and investment returns vary. As
with any mutual fund, loss of money is a risk of investing in this Fund.


Who Should Invest in this Fund?

         The Fund is  generally  a suitable  investment  for  investors  seeking
long-term  growth and who are  willing to accept the  potential  for  short-term
fluctuations  in the value of their  investments.  It is designed for  long-term
investors  for a portion of their  investments  and not designed  for  investors
seeking income or conservation of capital.  This Fund should not be relied on to
meet short-term financial needs.

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    McLeodUSA, Inc.
    TCF Financial Corp.
    Republic Services, Inc.
    Synopsys, Inc.
    Maytag Corp.
    Sungard Data Systems, Inc.
    Four Seasons Hotel, Inc.
    Jabil Circuit Inc.
    Coltec Industries
    Equifax Inc.
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Computer & Data Processing
    Commercial Banks
    Electronic Components & Access.
    Telephone Communications
    Savings Institutions
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        0.56%
    12b-1 Fees                             0.24%
    Other Expenses                         0.42%
                                           -----
    Total Fund Operating Expenses          1.22%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $593         $844         $1,113      $1,882
You would pay the following expenses if you did not redeem your shares:
       $593         $844         $1,113      $1,882
The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Michael R. Hamilton has been  responsible  for the  day-to-day  Fund  management
since its inception in December 1987. Mr. Hamilton has been a Portfolio  Manager
for Invista since 1987.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1989      20.53%
        1990      -6.33%
        1991      52.83%
        1992      14.81%
        1993      12.29%
        1994       3.03%
        1995      34.20%
        1996      19.13%
        1997      22.94%
        1998      -0.23%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Ten Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      3/31/91            25.77%
      9/30/98           -21.24%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
MidCap Fund                         3.62%     16.30%    15.04%
S&P 600 Index                      -2.31      16.59     12.40
Lipper MidCap Fund
  Average                          13.36      20.04     15.23
- --------------------------------------------------------------------

- --------------------------------------------------------------------------------
Principal SmallCap Fund, Inc.                                    Growth-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The  Fund  invests  in  equity   securities   of  companies  in  the  U.S.  with
comparatively smaller market  capitalizations.  Market capitalization is defined
as total current  market value of a company's  outstanding  common stock.  Under
normal  market  conditions,  the Fund  invests  at least  65% of its  assets  in
securities of companies with market capitalizations of $1 billion or less.

In selecting the portfolio  securities Invista looks at stocks with value and/or
growth  characteristics.  The value orientation emphasizes buying stocks at less
than  their   investment   value  and  avoiding  stocks  whose  price  has  been
artificially  built up.  The  growth  orientation  emphasizes  buying  stocks of
companies  whose  potential for growth of capital and earnings is expected to be
above average.

What are the Significant Risks?

Investments in companies with smaller market capitalizations may involve greater
risks and wide,  rapid  fluctuations in price than  investments in larger,  more
mature companies.  Smaller companies may be developing or marketing new products
or services  for which  markets  are not yet  established  and may never  become
established.  While small,  unseasoned companies may offer greater opportunities
for capital growth than larger,  more established  companies,  they also involve
greater risks and should be considered speculative.

The value of the stocks owned by the Fund changes on a daily basis.  The current
share price reflects the  activities of individual  companies as well as general
market and economic  conditions.  In the short term,  stock prices can fluctuate
dramatically  in  response  to these  factors.  Because  of these  fluctuations,
principal  values and investment  returns vary. As with any mutual fund, loss of
money is a risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund is a suitable investment for investors seeking long-term growth and who
are willing to accept the  potential for volatile  fluctuations  in the value of
their   investment.   It  is  not  designed  for  investors  seeking  income  or
conservation  of capital.  This Fund should not be relied on to meet  short-term
needs.

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    DII Group Inc.
    Liposome Company, Inc.
    Tenfold Corp.
    Hypercom Corp.
    Rubio's Restaurants, Inc.
    CFC International, Inc.
    ICG Communications Inc.
    Hot Topic Inc.
    Cybersource Corp.
    Anaren Microwave Inc.
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Computer & Data Processing
    Drugs
    Telephone Communications
    Savings Institutions
    Men's & Boys' Furnishings
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        0.85%
    12b-1 Fees                             0.37%
    Other Expenses                         1.36%
                                           -----
    Total Fund Operating Expenses          2.58%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $724         $1,239       $1,780      $3,251
You would pay the following expenses if you did not redeem your shares:
       $724         $1,239       $1,780      $3,251
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

John  F.  McClain  has  been  co-manager  responsible  for the  day-to-day  Fund
management  since  inception in December  1997. Mr. McClain has been a Portfolio
Manager for Invista since 1995. He was Investment Officer from 1992-1995.

Mark T.  Williams,  CFA,  has been  co-manager  of the Fund since  inception  in
December 1997. Mr. Williams has been Portfolio Manager for Invista since 1991.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's peformance from year to year. The performance reflected in the chart does
not include a sales charge,  which would make the returns less than those shown.
Please  remember  the Fund's past  performance  does not  represent  how it will
perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1998      -5.68
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last One Year
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      6/30/99            22.42%
      9/30/98           -23.52%

- -----------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- -----------------------------------------------------
                                  Past One
                                    Year
                                  --------
SmallCap Fund                      10.08%
S&P 600 Index                      -2.31%
Lipper SmallCap Fund
   Average                          1.93%
- -----------------------------------------------------

- --------------------------------------------------------------------------------
Principal International Fund, Inc.                               Growth-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund invests in common  stocks.  Under normal  market  conditions,  the Fund
intends to have at least 65% of its assets invested in companies  established in
at least three different countries. Primary consideration is given to securities
of corporations of Western Europe,  North America,  and Australasia  (Australia,
Japan and Far East Asia).  In choosing  investments  for the Fund,  Invista pays
particular  attention  to  the  long-term  earnings  prospects  of  the  various
companies under  consideration.  Invista then weighs those prospects relative to
the price of the security.


What are the Significant Risks?

The Fund owns stocks whose values change on a daily basis due to the  activities
of individual  companies as well as general market and economic  conditions.  In
the short term,  stock  prices and  currencies  can  fluctuate  dramatically  in
response  to these  factors.  In  addition,  there are risks  involved  with any
investment in foreign securities. These include the risk that a foreign security
could lose value as a result of  political,  financial,  and economic  events in
foreign countries.

Foreign  securities may be subject to securities  regulators with less stringent
accounting  and  disclosure  standards  than  are  required  of U.S.  companies.
Securities  of foreign  issuers  may be less  liquid  than  those of  comparable
domestic issuers.  As with any mutual fund, loss of money is a risk of investing
in this Fund.


Who Should Invest in this Fund?

The Fund is suitable for  investors  who seek  long-term  growth and who want to
invest in non-U.S. companies. This Fund is not appropriate for investors who are
seeking  either  preservation  of  capital  or  high  current  income.  Suitable
investors must be able to assume the increased risks of higher price  volatility
and currency fluctuations associated with investments in international stocks.
This Fund should not be relied on to meet short-term  financial needs.

- --------------------------------------
           Top Countries
        as of June 30, 1999
- --------------------------------------
    United Kingdom        Sweden
    Netherlands           France
    United States
- --------------------------------------

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    Philips Electronics
    Telecom Italia-DI
    Ericsson LM B Shares
    Cookson Group
    United News & Media PLC
    Bank of Ireland
    Soc. Nationale ELF
    UBS AG
    Telecom Corp of New Zealand
    Astrazeneca
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Commercial Banks
    Telephone Communications
    Drugs
    Meat Products
    Communications Equipment
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        0.68%
    12b-1 Fees                             0.19%
    Other Expenses                         0.38%
                                           -----
    Total Fund Operating Expenses          1.25%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $596         $853         $1,129      $1,915
You would pay the following expenses if you did not redeem your shares:
       $596         $853         $1,129      $1,915
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Scott D. Opsal,  CFA, has been  responsible  for the day-to-day  Fund management
since  April  1994.  Mr.  Opsal  has been  Executive  Vice  President  and Chief
Investment  Officer of Invista since 1997.  Prior thereto he was Vice  President
from 1986-1997.


How has the Fund Performed?

The chart shows the Fund's past  performance of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's   performance  from  year  to  year.  Please  remember  the  Fund's  past
performance  does  not  represent  how  it  will  perform  in  the  future.  The
performance  reflected in the chart does not include a sales charge, which would
make the  returns  less than  those  shown.  Please  remember  the  Fund's  past
performance does not represent how it will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1989      14.77%
        1990      -9.51%
        1991      15.25%
        1992       0.81%
        1993      46.34%
        1994      -5.26%
        1995      11.56%
        1996      23.76%
        1997      12.22%
        1998       8.48%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last Ten Years
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
     12/31/98            15.54%
      9/30/90           -18.37%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five  Past Ten
                                    Year      Years     Years
                                  --------  ---------  --------
International Fund                 -0.47%     11.66%    11.24%
Morgan Stanley Capital
  International EAFE
  (Europe, Australisa and
  Far East) Index                   7.62       8.21      6.60
Lipper International Fund
  Average                           4.83       9.10      9.67
- --------------------------------------------------------------------

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

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund  invests in stocks of non-U.S.  companies  with  comparatively  smaller
market capitalizations. Market capitalization is defined as total current market
value of a company's  outstanding  common stock. Under normal market conditions,
the Fund invests at least 65% of its assets in  securities  of companies  having
market capitalizations of $1 billion or less.

The Fund diversifies its investments  geographically.  There is no limitation on
the  percentage of assets that may be invested in one country or  denominated in
any one currency.  However, under normal market circumstances,  the Fund intends
to have at least 65% of its assets  invested in  securities  of  companies of at
least three countries.


What are the Significant Risks?

Foreign  stocks carry risks that  generally  found in stocks of U.S.  companies.
These include the risk that a foreign  security  could lose value as a result of
political,  financial,  and economic events in foreign  countries.  In addition,
foreign  securities may be subject to securities  regulators with less stringent
account and disclosure standards than are required of U.S. companies.

Investment in companies with small market capitalizations carry their own risks.
Historically,  small  company  securities  have been more volatile in price than
larger company securities, especially over the short-term. While small companies
may offer greater opportunities for capital growth than larger, more established
companies, they also involve greater risks and should be considered speculative.
As with any mutual fund, loss of money is a risk of investing in this Fund.


Who Should Invest in this Fund?

The Fund is suitable for investors seeking long-term growth who want to invest a
portion  of their  assets  in  smaller,  non-U.S.  companies.  This  Fund is not
appropriate for investors seeking either preservation of capital or high current
income.  Investors  must be able to assume the  increased  risks of higher price
volatility   and  currency   fluctuations   associated   with   investments   in
international  stocks.  This Fund  should  not be  relied on to meet  short-term
financial needs.

- --------------------------------------
           Top Countries
        as of June 30, 1999
- --------------------------------------
    Japan            Australia
    Finland          Canada
    Singapore
- --------------------------------------

- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    Yamada Denki
    Fast Retailing Co. Ltd.
    Jot Automation Group OYJ
    Esat Telecom Group ADR
    Vestas Wind Systems
    Perlos OYJ
    AT&T Canada, Inc.
    Tsuruha Co., Ltd.
    Kamps AG
    Aristocrat Leisure Ltd.
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Computer & Data Processing
    Electronic Components & Access.
    Radio, Television, & Computer
    Electric Services
    Commercial Banks
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        1.20%
    12b-1 Fees                             0.33%
    Other Expenses                         1.13%
                                           -----
    Total Fund Operating Expenses          2.66%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $731         $1,262       $1,818      $3,326
You would pay the following expenses if you did not redeem your shares:
       $731         $1,262       $1,818      $3,326
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Darren K. Sleister has been responsible for the day-to-day Fund management since
its inception in May 1997. Mr. Sleister has been a Portfolio Manager for Invista
since  1995.  Prior  thereto  he was a  Securities  Analyst.


How has the Fund Performed?

The chart show the Fund's past  performance  of the Class A shares.  It provides
some  indication of the risks of investing in the Fund by showing changes in the
Fund's  performance  from year to year. The  performance  reflected in the chart
does not include a sales  charge,  which would make the returns  less than those
shown.  Please  remember the Fund's past  performance  does not represent how it
will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1998      14.40%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last One Year
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
      3/31/98            21.74%
      9/30/98           -19.84%
- ----------------------------------------

- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five
                                    Year      Years
                                  --------  ---------
International SmallCap Fund         6.25%     16.27%*
Morgan Stanley Capital
  International EAFE
  (Europe, Australia and
  Far East) Index                   7.62       8.21
Lipper International
  Small-Cap Fund Average           11.91       8.99
- --------------------------------------------------------------------
*Period from August 29, 1997 (date shares first  offered to the public)  through
June 30, 1999.

- --------------------------------------------------------------------------------
Principal International Emerging Markets Fund, Inc.              Growth-Oriented
- --------------------------------------------------------------------------------

What is the Fund's Investment Objective?

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


What is the Fund's Investment Strategy?

The Fund invests in common stocks of companies in emerging market countries. The
term  "emerging  market  country" means any country which is considered to be an
emerging  country by the  international  financial  community.  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.
Investing  in many  emerging  market  countries  is not  feasible or may involve
unacceptable  political risk. Invista focuses on those emerging market countries
it believes  have strongly  developing  economies and markets which are becoming
more sophisticated.


What are the Significant Risks?

The Fund owns stocks whose values change on a daily basis due to the  activities
of individual  companies as well as general market and economic  conditions.  In
the short term,  stock  prices and  currencies  can  fluctuate  dramatically  in
response  to these  factors.  In  addition,  there are risks  involved  with any
investment in foreign securities. These include the risk that a foreign security
could lose value as a result of  political,  financial,  and economic  events in
foreign countries.

Foreign  securities may be subject to securities  regulators with less stringent
accounting  and  disclosure  standards  than  are  required  of U.S.  companies.
Securities  of foreign  issuers  may be less  liquid  than  those of  comparable
domestic issuers.  As with any mutual fund, loss of money is a risk of investing
in this Fund.


Who Should Invest in this Fund?

This Fund is a suitable  investment for investors  seeking  long-term growth who
want to invest a portion of their assets in  securities of companies in emerging
market  countries.  This Fund is not  appropriate  for investors  seeking either
preservation of capital or high current income. Investors must be able to assume
the  increased  risks of  higher  price  volatility  and  currency  fluctuations
associated  with  investments  in  international  stocks which trade in non-U.S.
currencies.  This Fund  should  not be relied  on to meet  short-term  financial
needs.

- --------------------------------------
           Top Countries
        as of June 30, 1999
- --------------------------------------
    Korea            Mexico
    Brazil           South Africa
    India
- --------------------------------------
           Top Holdings
        as of June 30, 1999
- --------------------------------------
    FOMENTO (FEMSA)
    Videsh Sanchar Nigam Ltd.
    The India Fund Inc.
    Shinsegae Dept. Store
    Korea Telecom Corp. ADR
    Pohang Iron & Steel
    Shinhan Bank
    Overseas Union Bank Ltd.
    Compal Electronics, Inc.
    Matav RT ADR
- --------------------------------------

- --------------------------------------
           Top Industries
        as of June 30, 1999
- --------------------------------------
    Telephone Communications
    Commercial Banks
    Beverages
    Personal Credit Institutions
    Computer & Office Equipment
- --------------------------------------


What are the Fund's Operating Expenses?

                 As of October 31, 1998
    Management Fees                        1.25%
    12b-1 Fees                             0.39%
    Other Expenses                         1.67%
                                           -----
    Total Fund Operating Expenses          3.31%

- --------------------------------------------------------------------------------
                                    Examples
- --------------------------------------------------------------------------------
The  Examples  assume  you  invest  $10,000  in the Fund  for the  time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples  also  assume  that your  investment  has a 5% return each year and the
Fund's  operating  expenses  remain the same  although  your actual costs may be
higher or lower. Based on these assumptions your cost would be:
       1 Year       3 Years      5 Years     10 Years
       ------       -------      -------     --------
       $793         $1,445       $2,119      $3,907
You would pay the following expenses if you did not redeem your shares:
       $793         $1,445       $2,119      $3,907
- --------------------------------------------------------------------------------

The following table describes the sales charges for contributions. Contributions
for all  participants  are combined and added to existing plan account values to
determine the sales charge for the current contribution.

- --------------------------------------------------------------------------------
        Contributions Plus                   Sales Charge
     Principal Fund Plan Assets        (as % of Offering Price)
- --------------------------------------------------------------------------------
     Less than $50,000                           3.75%
     $50,000 but less than $100,000              3.75%
     $100,000 but less than $250,000             3.75%
     $250,000 but less than $500,000             2.50%
     $500,000 but less than $1,000,000           1.50%
     $1,000,000 or more                            0
- --------------------------------------------------------------------------------

The sales charge is waived for purchases of $1,000,000 or more.  Such  purchases
are  subject  to a  contingent  deferred  sales  charge  ("CDSC")  if shares are
redeemed  within 18 months after the share  purchase.  If the plan terminates or
plan  assets are  transferred,  then a 0.75%  CDSC  applies to the lesser of the
value of the shares redeemed  (exclusive of reinvested dividend and capital gain
distributions), or total cost of the shares redeemed. Shares subject to the CDSC
which are exchanged  into another  Principal  Fund continue to be subject to the
CDSC until the original 18 month period expires.


Who is the Fund's Investment Manager?

Kurtis D. Spieler,  CFA, has been responsible for the day-to-day Fund management
since its inception in May 1997.  Mr.  Spieler has been a Portfolio  Manager for
Invista since 1995. Prior thereto he was a Securities Analyst.


How has the Fund Performed?

The table and chart show the Fund's past  performance of the Class A shares.  It
provides  some  indication  of the  risks of  investing  in the Fund by  showing
changes in the Fund's  performance from year to year. The performance  reflected
in the chart does not include a sales charge,  which would make the returns less
than those shown. Please remember the Fund's past performance does not represent
how it will perform in the future.

       Annual Total Returns
Calendar Years Ended December 31
- --------------------------------
        1998      -17.42%
- --------------------------------

- ----------------------------------------
Highest & Lowest Quarterly Total Returns
         for the Last One Year
- ----------------------------------------
    Quarter Ended     Quarterly Return
- ----------------------------------------
       3/30/99           25.56%
       9/30/98          -18.97%
- ----------------------------------------
- --------------------------------------------------------------------
               Average annual total returns
           for the period ending June 30, 1999
- --------------------------------------------------------------------
                                  Past One  Past Five
                                    Year      Years
                                  --------  ---------
International Emerging
  Markets Fund                     21.14%     -1.72%*
Morgan Stanley Capital
  International EMF
  (Emerging Markets Free)
  Index                            28.71      -0.83
Lipper Emerging
  Markets Fund Average             16.02      -1.21
- --------------------------------------------------------------------
*Period from August 29, 1997 (date shares first  offered to the public)  through
June 30, 1999.

                             Investment Information

Investment Manager

The  investment  professionals  who  manage the assets of each Fund are listed
with each Fund. Backed by their staffs of experienced securities analysts,  they
provide the Funds with professional investment management.

Principal Management  Corporation serves as the manager for the Principal Mutual
Funds.  The Manager  has signed  sub-advisory  contracts  with  Invista  Capital
Management,  LLC. Under those contracts,  Invista provides portfolio  management
for the Domestic and  International  Growth-Oriented  Funds (except Real Estate,
which is managed by Principal Management Corporation), the Government Securities
Income Fund,  and the Limited  Term Bond Fund.  The Bond,  High Yield,  and Cash
Management Funds are managed by Principal Ma nagement Corporation.


How to Provide Investment Instructions

You  make  initial  investment   elections  by  completing  an
Enrollment  Form (included in this booklet) when first  enrolling in a plan. You
can make changes to your account by calling (800) 247-4123, option 5 between the
hours  of  7:00  a.m.  and  7:00  p.m.  Central  time.  There  is no  charge  or
administrative fee for changing your investment  direction or exchanging between
the Funds.  Each Mutual Fund  reserves  the right to limit  exchanges to prevent
excessive  short-term  trading  which  the Fund  believes  m ay  interfere  with
managing the Fund's portfolio.


Dividends and Distributions

Dividends and capital gains distributions are reinvested in additional shares of
the Fund you own without a sales charge.


                                    Services

Principal  Mutual  Funds offer you a variety of ways to obtain  information,
monitor your investments, and buy and sell shares.


Toll-Free Access

If you  need  account  assistance  or  information,  call our  Customer  Service
Representatives  at (800)  247-4123.  They are available  from 7:00 a.m. to 7:00
p.m. Central time on any day the New York Stock Exchange is open for trading.  A
Customer Service Representative can answer questions about your account and give
you  information  regarding  transactions,  distributions,  and general  service
issues.


PrinCall(R) Automated Telephone Service

When you need account information,  it's as close as your telephone...24 hours a
day! PrinCall (R) is a toll-free  automated account information system which you
access from a push-button  phone.  PrinCall is  simple...fast...  and free! Call
(800) 421-2298.


Semi-Annual Participant Statements

You'll  receive an informative  statement of account  activity sent to your home
twice per year.


Transfer/Exchange Services

As your financial  objectives change, you can exchange your shares for shares of
a  different  Principal  Mutual  Fund within the same share class or change your
instructions for investment of new contributions.  Telephone exchange privileges
are available at (800) 247-4123.

Internet Access
Beginning  third  quarter  1999,  you may visit  www.principal.com  to view your
account  information  24 hours a day,  seven  days a week!  Simply  select  Your
Portfolio to reach all of your Principal Mutual Fund information.


Additional Information

Additional  information about each Fund's investments is available in annual and
semiannual reports to shareholders.  In the Funds' annual report you will find a
discussion of the market conditions and investment strategies that significantly
affected  the Funds'  performance  during the last fiscal  year.  You may obtain
either or both of these reports at no cost by calling (800) 247-4123.


INSTRUCTIONS FOR COMPLETING THE ENROLLMENT AND BENEFICIARY ELECTION FORM

Sections  A-E of the  enrollment  form  must  be  completed  to  enroll  in your
employer's  retirement  plan and name your plan  beneficiary.  In the event your
employer  makes a  discretionary  contribution  to the plan on your behalf,  the
information  included on this form will be needed.  You must  complete this form
even if you elect not to defer.  Section F must be  completed if you are married
and do not designate your spouse as your sole primary beneficiary.


SECTION A: ACCOUNT REGISTRATION
    Complete all the  information  requested in this section.  Your employer can
    confirm your date of employment or, if applicable, your rehire date.


SECTION B: SALARY DEFERRAL AGREEMENT
    Indicate in this  section the amount of your salary you want to defer.  This
    amount will be invested by your employer in the  Principal  Mutual Funds you
    select in Section C.


SECTION C: INVESTMENT DIRECTION

    Indicate in this section the portion of your contributions to be directed to
    the Fund or Funds you  choose.  The total of all  contributions  must  equal
    100%.

    The Fund or Funds in which you may invest are listed in the table below with
    an  assigned  code.  You must  invest  using the Class A shares,  which your
    employer has chosen for your retirement plan. Write the code of the Fund you
    select in the "Fund Code" column and the name of the Fund in the "Fund Name"
    column.
                                                    Fund Code
                                                     Class A
           GROWTH-ORIENTED FUNDS                     shares
     ---------------------------------------------------------
                       Domestic
     Balanced Fund                                     105
     Blue Chip Fund                                    110
     Capital Value Fund                                120
     Growth Fund                                       140
     MidCap Fund                                       130
     Real Estate Fund                                  148
     SmallCap Fund                                     149
     Utilities Fund                                    160
                       International
     International Emerging Markets Fund               143
     International Fund                                165
     International SmallCap Fund                       144

           INCOME-ORIENTED FUNDS
     ---------------------------------------------------------

     Bond Fund                                         115
     Government Securities Income Fund                 135
     High Yield Fund                                   145
     Limited Term Bond Fund                            147

           MONEY MARKET FUND
     ---------------------------------------------------------
     Cash Management Fund                              125


SECTION D: BENEFICIARY INSTRUCTIONS
    If this section is not completed,  the plan  administrator  will assign your
    designated  beneficiary  according to the priority  established  in the plan
    documentation.  If you are married and do not designate  your spouse as your
    sole  primary  beneficiary,  your  spouse  must  complete  Section F of this
    application.


SECTION E: SIGNATURE
    The  enrollment  form must be signed exactly as your name appears in Section
    A.


               RETURN THE COMPLETED, SIGNED FORM TO YOUR EMPLOYER.


                    ENROLLMENT AND BENEFICIARY ELECTION FORM
                            (for Class A shares only)

A.  Participant Information (please print)

________________________________________  ____-____-____  ________-____-________
    First    Middle Initial    Last       Date of Birth   Social Security Number
________________________________________________________  _______-______-_______
                      Street Address                          Daytime Phone
________________________________  _____  __________-________  ____-____-________
           City                    State        Zip Code      Date of Employment
____________________________________________________________  ____-____-________
                     Employer                                    Rehire Date

B.  Salary Deferral Agreement

Reduce my current and future compensation each pay period by: $________ or ____%
of pay (enter 0% here if you choose not to  defer).  This  agreement  applies to
amounts earned until changed by me in writing.  I understand my Plan Sponsor may
need to reduce my deferral percentage when required to meet certain plan limits.
Please refer to your Summary Plan Description for additional contribution limits
and restrictions on changing your contribution amount.

C.  Investment  Direction  (Indicate the percentage of each  contribution  to be
    invested in the Principal Funds.):

             Complete this section even if you elect not to defer.

                                                                     Allocation
  Fund Code                        Fund Name                         Percentages
  ---------                        ---------                         -----------
___ ___ ___  _____________________________________________________  ___ ___ ___%
___ ___ ___  _____________________________________________________  ___ ___ ___%
___ ___ ___  _____________________________________________________  ___ ___ ___%
___ ___ ___  _____________________________________________________  ___ ___ ___%
___ ___ ___  _____________________________________________________  ___ ___ ___%
___ ___ ___  _____________________________________________________  ___ ___ ___%
___ ___ ___  _____________________________________________________  ___ ___ ___%
___ ___ ___  _____________________________________________________  ___ ___ ___%
                                                                     1   0   0 %
                                                                    ___ ___ ___

D.  Beneficiary Instructions

Note:  Unless otherwise  provided,  if two or more  beneficiaries are named, the
proceeds  shall  be paid  to the  named  beneficiaries,  or to the  survivor  or
survivors, in equal shares.

Check Box 1 or 2

1)___ I am not married and  designate  the  person(s)  name below to receive any
      death benefits from the Plan.

2)___ I am married  and  designate  the  person(s)  named to  receive  any death
      benefits  from the Plan.  Note: If you married and do not name your spouse
      as your sole  primary  beneficiary,  your  spouse must sign the consent in
      Section F and the signature must be witnessed by a Plan  Representative or
      Notary Public.

  PRIMARY BENEFICIARY
- --------------------------------------------------------------------------------
       Name      Social Security #  %  Date of Birth  Relationship   Address
- --------------------------------------------------------------------------------
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

  CONTINGENT BENEFICIARY
- --------------------------------------------------------------------------------
       Name      Social Security #  %  Date of Birth  Relationship   Address
- --------------------------------------------------------------------------------
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

E.  Signature
                                                     For Administrative Use Only
___________________________________________________  ___________________________
Participant's Signature                  Date        ___________________________
                                                           Date Received

              RETURN THE COMPLETED, SIGNED FORM TO YOUR EMPLOYER.
        PLAN SPONSOR - KEEP THIS FORM WITH YOUR PERMANENT PLAN RECORDS.

F.  Spousal Consent
- --------------------------------------------------------------------------------
Spousal  Consent:   I  hereby  approve  of,  and  consent  to,  the  beneficiary
designation elected in Section D of this form by my spouse. I understand that in
approving the  designation of a beneficiary  other than myself,  I am waiving my
right to  benefits to which I would  otherwise  be  entitled  under the Plan.  I
further  understand  that  this  designation  will  remain  in  effect  until  a
subsequent beneficiary designation with my written consent is filed.

_______________________________________________
Spouse's Name (Please Print

_____________________________________________________________
Spouse's Signature                               Date

The spouse named above appeared beforfe me and signed the consent.

_____________________________________________________________
Plan Representative or Notary Public Signature   Date
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
Spouse  Not  Located:  I certify  that my spouse  cannot be located to sign this
consent.  I will notify the Plan  Sponsor if my spouse is  located.  (It must be
established  to the  satisfaction  of the Plan  Representative  that your spouse
cannot be located.)

_____________________________________________________________
Participant's Signature                          Date

I certify that the participant  has established to my satisfaction  that spousal
consent cannot be obtained because the spouse cannot be located.

_________________________________________________
Plan Representative's Name (Please Print)

_____________________________________________________________
Plan Representative's Signature                  Date
- -------------------------------------------------------------------------------



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