PRINCIPAL GROWTH FUND INC /MD/
497, 1999-03-11
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                             PRINCIPAL MUTUAL FUNDS




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.


     This  Prospectus   describes  mutual  funds  organized  by  Principal  Life
Insurance Company.  The Funds provide a choice of investment  objectives through
Domestic   Growth-Oriented   Funds,    International    Growth-Oriented   Funds,
Income-Oriented Funds and the Money Market Fund.




                  The date of this Prospectus is March 1, 1999.




Neither  the  Securities  and  Exchange  Commission  nor  any  State  Securities
Commission has approved or disapproved of these securities or determined if this
prospectus  is accurate or  complete.  Any  representation  to the contrary is a
criminal offense.

                                TABLE OF CONTENTS


Fund Descriptions........................................................  4
     Domestic Growth-Oriented Funds
         Balanced Fund...................................................  6
         Blue Chip Fund..................................................  8
         Capital Value Fund.............................................. 10
         Growth Fund .................................................... 12
         MidCap Fund..................................................... 14
         Real Estate Fund................................................ 16
         SmallCap Fund................................................... 18
         Utilities Fund.................................................. 20

     International Growth-Oriented Funds
         International Emerging Markets Fund............................. 22
         International Fund.............................................. 24
         International SmallCap Fund..................................... 26

     Income-Oriented Funds
         Bond Fund....................................................... 28
         Government Securities Income Fund............................... 30
         High Yield Fund................................................. 32
         Limited Term Bond Fund.......................................... 34

     Money Market Fund
         Cash Management Fund............................................ 36

The Costs of Investing................................................... 38

Certain Investment Strategies and Related Risks.......................... 41

Management, Organization and Capital Structure........................... 45

Pricing of Fund Shares................................................... 46

Dividends and Distributions.............................................. 47

How To Buy Shares........................................................ 48

How To Sell Shares....................................................... 50

How To Exchange Shares Among Principal Funds............................. 53

General Information About a Fund Account................................. 54

Financial Highlights..................................................... 57

FUND DESCRIPTIONS

The   Principal   Mutual  Funds  has  three   categories   of  funds:   domestic
growth-oriented funds,  international  growth-oriented funds and income-oriented
funds.

The Growth-Oriented Funds invest primarily in common stocks. Under normal market
conditions,  the Growth-Oriented Funds (except Balanced and Utilities) are fully
invested  in  equity  securities.  Under  unusual  circumstances,  each  of  the
Growth-Oriented  Funds may invest without limit in cash for temporary  defensive
purposes.  See  Temporary  Defensive  Measures.  When  doing so, the Fund is not
investing to achieve its investment objective. The Funds also maintain a portion
of their assets in cash while they are making long-term investment decisions and
to cover sell orders from shareholders.

The  Income-Oriented  Funds  each has a rating  limitation  with  regard  to the
quality  of the bonds  that are held in its  portfolio.  The  rating  limitation
applies when the Fund purchase a bond. If the rating on a bond changes while the
Fund  owns it,  the Fund is not  required  to sell the  bond.  The SAI  contains
additional  information  about bond ratings by Moody's Investors  Service,  Inc.
("Moody's") and Standard & Poor's Corporation ("S&P").

In the description for each Fund, you will find important  information about the
Fund's:

Primary investment strategy
This  section  summarizes  how  the  Fund  intends  to  achieve  its  investment
objective.  It identifies the Fund's primary investment  strategy (including the
type or types  of  securities  in which  the Fund  invests)  and any  policy  to
concentrate  in  securities  of issuers  in a  particular  industry  or group of
industries.

Annual operating expenses
The  annual  operating  expenses  for each Fund are  deducted  from Fund  assets
(stated as a percentage  of Fund assets) and are shown as of the end of the most
recent fiscal year. The examples on the following pages are intended to help you
compare the cost of investing in a particular fund with the cost of investing in
other mutual  funds.  The examples  assume you invest  $10,000 in a Fund for the
time periods indicated. The first two lines of each example assume that you sell
all of your shares at the end of those time periods.  The second two assume that
you do not sell your shares at the end of the periods.  The examples also assume
that your  investment  has a 5% return  each year and that the Fund's  operating
expenses are the same as the most recent  fiscal year  expenses.  Although  your
actual  costs may be higher or lower,  based on these  assumptions,  your  costs
would be as shown.

Day-to-day fund management
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. It has signed  sub-advisory  contracts with Invista  Capital  Management,
LLC.  Under those  contracts,  Invista  provides  portfolio  management  for the
Growth-Oriented  Funds (except the Real Estate Fund), the Government  Securities
and  Limited  Term  Bond  Funds  (see   Management,   Organization  and  Capital
Structure).

Fund Performance
Included  in  each  Fund's  description  is a set  of  tables  and a bar  chart.
Together, these provide an indication of the risks involved when you invest.

The bar chart shows  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.  Fund shares are generally  sold subject
to a sales charge  which can be either a front-end  sales charge or a contingent
deferred  sales charge  (CDSC) (see THE COSTS OF  INVESTING).  One of the tables
compares the Fund's  average  annual  returns for 1, 5 and 10 years with a broad
based  securities  market index (a broad measure of market  performance)  and an
average  of mutual  funds with a similar  investment  objective  and  management
style.  The  averages  used  are  prepared  by  Lipper,   Inc.  (an  independent
statistical  service).  The table shows how the Fund's performance compares with
the returns of an index and with funds having similar investment objectives. The
other table for each Fund  provides  the highest  and lowest  quarterly  rate of
return for that Fund's Class A shares during the last 10 years.

A Fund's past  performance is not necessarily an indication of how the Fund will
perform in the future.

You may call Principal  Mutual Funds  (1-800-247-4123)  to get the current 7-day
yield for the Cash Management Fund.

Note:    All investors should read the prospectus sections discussing the Funds,
         the  expenses  and  management  (See  Fund  Descriptions;  The Costs of
         Investing,  Management,  Organization and Capital Structure;  Dividends
         and Distributions; Pricing of Fund Shares; and Financial Highlights).

         Investments  in  these  Funds  are not  deposits  of a bank and are not
         insured or guaranteed by the Federal Deposit  Insurance  Corporation or
         any other government agency.

DOMESTIC GROWTH-ORIENTED FUND

Principal Balanced Fund, Inc.

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 objective.

Main Strategies

The Balanced Fund invests primarily in common stocks and corporate bonds. It may
also invest in other equity securities,  government bonds and notes (obligations
of the U.S. government or its agencies) 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.

In selecting common stocks, the Sub-Advisor,  Invista,  looks for companies that
have predictable earnings and which, based on growth prospects,  are undervalued
in the marketplace.  Invista buys stocks with the objective of long-term capital
appreciation.  From time to time,  Invista purchases stocks with the expectation
of price  appreciation  over the short term.  In response to changes in economic
conditions,  Invista  may change  the  make-up of the  portfolio  and  emphasize
different market sectors by buying and selling the portfolio's stocks.

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.

The Fund generates  interest  income by investing in bonds and notes.  Bonds and
notes are also purchased for capital  appreciation  purposes when Invista thinks
that  declining  interest rates may increase  market value.  Deep discount bonds
(those  which sell at a  substantial  discount  from their face amount) are also
purchased to generate  capital  appreciation.  The Fund may invest in bonds with
speculative  characteristics  but does not intend to invest  more than 5% of its
assets in securities rated below BBB by S&P or Baa by Moody's (see Risks of High
Yield Securities).

Main Risks

Bond values change daily. Their prices reflect changes in interest rates, market
conditions  and   announcements  of  other  economic,   political  or  financial
information.  Generally, when interest rates fall, the price of a bond rises and
when interest rates rise, the price declines.

Because  the values of the Fund's  assets may rise or fall,  when  shares of the
Fund are sold they may be worth more or less than the amount paid for them.

The  Balanced  Fund is generally a suitable  investment  for  investors  seeking
long-term  growth but who are  uncomfortable  accepting  the risks of  investing
entirely in common stocks.

Annual Total Returns

"1989"  10.65
"1990"  -5.18
"1991"  31.72
"1992"  10.47
"1993"  9.01
"1994"  -3.38
"1995"  23.39
"1996"  13
"1997"  17.29
"1998"  11.2

Calendar Years Ended December 31


           Highest & lowest
        quarterly total returns
       during the last 10 years

  Quarter Ended       Quarterly Return

     3/31/91               11.34%
     9/30/90              (11.70%)

 
             Average annual total returns
        for the period ending December 31, 1998

                               Past One Past Five Past Ten
                                 Year     Years    Years
                                
  Class A                       11.20%   11.93%   11.33%
  Class R                       10.49    13.41*     --
                                
  S&P 500 Stock Index           28.58    24.06    19.21
  Lehman Brothers Government/   
    Corporate Bond Index         9.47     7.30     9.33
  Lipper Balanced Fund Average  13.48    13.93    13.04
                                
* Period  from  February  29,  1996,  date  Class R  shares  first
  offered to the   public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 11.20% and
 for Class R shares is 10.49%.

                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class R   
     Management Fees........................    0.59%    0.59%    
     12b-1 Fees.............................    0.25%    0.75%    
                                                                  
     Other Expenses.........................    0.44%    0.54%    
     Total Fund Operating Expenses              1.28%    1.88%    
 

                                                                  
                                                                  
                          Examples*                                    
                                                                       
                       1 Year  3 Years  5 Years 10 Years               
   Class A              $599     $862  $1,144   $1,947                 
   Class R               191      591     948    1,771                 
You would  pay the  following  expenses  if you did not  redeem  your  
shares:                                                                
   Class A               599      862   1,144    1,947                 
   Class R               191      591     948    1,771                 
                                                                       
                                                                       
* The Examples  assume 1) an investment of $10,000,  2) a 5% annual    
   return and 3) expenses  the same as the most recent  fiscal year    
   expenses.                                                           

Day-to-day Fund management:

                  Since April 1993      Co-Manager: Judith A. Vogel, CFA. 
                                        Portfolio Manager of Invista since 1987.
                  Since December 1997   Co-Manager: Martin J. Schafer, Portfolio
                                        Manager of Invista since 1992.




DOMESTIC GROWTH-ORIENTED FUND

Principal Blue Chip Fund, Inc.

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.

Main Strategies

The Blue Chip Fund  invests  primarily  in common  stocks of large,  established
companies.  The Sub-Advisor,  Invista, 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 capitalizations at least $1 billion)
              o  easy access to credit
              o  superior management structure
              o  established history of earnings and dividends
              o  good industry position

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.

Invista  may invest up to 35% of Fund  assets in equity  securities,  other than
common  stocks,  issued  by blue chip  companies  and in  equity  securities  of
companies that do not fit the blue chip definition.  It may also invest up to 5%
of Fund assets in securities of unseasoned  issuers,  which are more speculative
than blue chip company securities (see Securities of Unseasoned Issuers).  Up to
20% of Fund  assets may be invested  in foreign  securities.  The issuers of the
foreign securities do not have to meet the criteria for blue chip companies (see
Foreign Securities).

Main 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. When shares of the Fund are sold, they may be worth
more or less than the amount paid for them.

The Blue Chip 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.


Annual Total Returns
"1992"  6.09
"1993"  2.62
"1994"  3.36
"1995"  33.19
"1996"  16.78
"1997"  26.25
"1998"  16.55

Calendar Years Ended December 31


           Highest & lowest
        quarterly total returns
         for the last 8 years
 
  Quarter Ended       Quarterly Return

     6/30/97               16.40%
     9/30/98               (9.92%)

 

 
                    Average annua1 total returns
               for the period ending December 31, 1998

                                  Past One Past FivePast Ten
                                    Year     Years    Years
 
        Class A                     16.55%   18.79%   14.87%*
        Class R                     16.02    19.14**    -- 
 
        S&P 500 Stock Index         28.58    24.06    19.21
        Lipper Growth and
          Income Fund Average       15.61    18.53    15.76
 
     *  Period from March 1, 1991,  date Class A shares  first  offered
        to the public, through December 31, 1998.
     ** Period  from  February  29,  1996,  date  Class R shares  first
        offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 16.55% and
 for Class R shares is 16.02%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.48%    0.48%   
     12b-1 Fees.............................    0.25%    0.75%   
                                                                 
     Other Expenses.........................    0.58%    0.62%   
 
         Total Fund Operating Expenses          1.31%    1.85%   
 

                                                                 
                           Examples*                                       
                                                                           
                        1 Year  3 Years  5 Years 10 Years                  
    Class A              $602     $870  $1,159   $1,979                    
    Class R               188      582     939    1,782                    
 You would  pay the  following  expenses  if you did not  redeem  your     
 shares:                                                                   
    Class A               602      870   1,159    1,979                    
                                                                           
    Class R               188      582     939    1,782                    
                                                                           
                                                                           
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual       
    return and 3) expenses  the same as the most recent  fiscal year       
    expenses.                                                              
                                                                           
                                                                 

Day-to-day Fund management:
                  Since March 1991      Manager:   Mark T. Williams, CFA. 
                                        Portfolio Manager of Invista since 1995.



DOMESTIC GROWTH-ORIENTED FUND

Principal Capital Value Fund, Inc.

         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.

Main Strategies

         The Capital Value Fund invests  primarily in common stocks. It may also
invest in other equity  securities.  To achieve its  investment  objective,  the
Sub-Advisor,   Invista,  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  (P/E)  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.  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.

         In making selections for the Fund's investment portfolio,  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   Ranking.  Invista  then  ranks the  companies  in each  industry  group
         according to their relative  value.  The greater a company's  estimated
         worth  compared  to the  current  market  price of its stock,  the more
         undervalued the company.  Computer models help to quantify the research
         findings.

     o   Stock selection.  Invista buys and sells stocks according to the Fund's
         own policies using the research and valuation  rankings as a basis.  In
         general,  Invista buys stocks that are  identified as  undervalued  and
         considers  selling  them  when  they  appear  overvalued.   Along  with
         attractive valuation, other factors may be taken into account such as:
                  o events that could cause a stock's  price to rise or fall;  o
                  anticipation  of high potential  reward  compared to potential
                  risk;  and o  belief  that a stock  is  temporarily  mispriced
                  because of market overreactions.

Main Risks

The Capital Value 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 also prefer  investing  in  companies  that  appear to be  considered
undervalued  relative  to similar  companies.  When shares of the Fund are sold,
they may be worth more or less than the amount paid for them.

Annual Total Returns

"1989"  14.76
"1990"  -10.64
"1991"  37.21
"1992"  9.09
"1993"  7.56
"1994"  0.21
"1995"  31.9
"1996"  23.42
"1997"  28.69
"1998"  12.13

  Calendar Years Ended December 31



               Highest & lowest
            quarterly total returns
           during the last 10 years
 
      Quarter Ended       Quarterly Return

         3/31/91               17.94%
         9/30/90              (17.62%)

 

 
                  Average annua1 total returns
             for the period ending December 31, 1998

                                Past One Past FivePast Ten
                                  Year     Years    Years
 
      Class A                     12.13%   18.68%   14.54%
      Class R                     11.35    20.24*     --
 
      S&P 500 Stock Index         28.58    24.06    19.21
      Lipper Growth and Income
        Fund Average              15.61    18.53    15.76
 
    *  Period from  February  29,  1996,  date Class R shares  first
       offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 12.13% 
and for Class R shares is 11.35%.


                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.38%    0.38%   
     12b-1 Fees.............................    0.14%    0.75%   
                                                                 
     Other Expenses.........................    0.22%    0.37%   
          Total Fund Operating Expenses         0.74%    1.50%   
 

                                                                 
                           Examples*                                    
                                                                        
                        1 Year  3 Years  5 Years 10 Years               
    Class A              $547     $700   $ 867   $1,350                 
    Class R               153      474     730    1,222                 
 You would  pay the  following  expenses  if you did not  redeem  your  
 shares:                                                                
    Class A               547      700     867    1,350                 
    Class R               153      474     730    1,222                 
                                                                        
                                                                        
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual    
    return and 3) expenses  the same as the most recent  fiscal year    
    expenses.                                                           

                                                                

         Day-to-day Fund management:
                  Since November 1996   Manager:  Catherine A. Zaharis, CFA. 
                                        Portfolio Manager of Invista since 1987.


DOMESTIC GROWTH-ORIENTED FUND

Principal Growth Fund, Inc.

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

Main Strategies

         In  seeking  the  Fund's  objective  of  capital  growth,   the  Fund's
Sub-Advisor,  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.  Common stocks  selected for the
         Fund may include securities of companies that: o have a record of sales
         and earnings  growth that exceeds the growth rate of corporate  profits
         of the S&P 500, or o offer new products or new services.

Main 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.  Their  securities may trade less  frequently and in
limited  volume.  As a result,  these  securities  may change in value more than
those of larger, more established companies.

The Growth  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.  As the value of the stocks
owned by the Fund changes,  the Fund share price changes. In the short term, the
share price can fluctuate  dramatically.  When shares of the Fund are sold, they
may be worth more or less than the amount paid for them.

Annual Total Returns

"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

Calendar Years Ended December 31


               Highest & lowest
            quarterly total returns
             for the last 10 years
 
      Quarter Ended       Quarterly Return

         3/31/91               24.39%
         9/30/90              (18.61%)

 

 
                  Average annua1 total returns
             for the period ending December 31, 1998

                                Past One Past FivePast Ten
                                  Year     Years    Years
 
      Class A                     20.37%   19.03%   17.83%
      Class R                     19.62    19.23*     
 
      S&P 500 Stock Index         28.58    24.06    19.21
      Lipper Growth Fund Average  22.86    19.03    17.16
 
    * Period  from  February  29,  1996,  date Class R shares  first
      offered to the   public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 20.37% and
 for Class R shares is 19.62%.


                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.41%    0.41%   
     12b-1 Fees.............................    0.21%    0.75%   
                                                                 
     Other Expenses.........................    0.33%    0.43%   
     Total Fund Operating Expenses              0.95%    1.59%   
 

                           Examples*                                
                                                                    
                        1 Year  3 Years  5 Years 10 Years            
    Class A              $567     $763    $976   $1,586                      
    Class R               162      502     792    1,417                      
 You would  pay the  following  expenses  if you did not  redeem  your       
 shares:                                                                     
    Class A               567      763     976    1,586                      
    Class R               162      502     792    1,417                      
                                                                             
                                                                             
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual         
    return and 3) expenses  the same as the most recent  fiscal year         
    expenses.                                                                

         Day-to-day Fund management:
                  Since August 1987     Manager:  Michael R. Hamilton, Portfolio
                                        Manager of Invista since 1987.
 

DOMESTIC GROWTH-ORIENTED FUND

         Principal MidCap Fund, Inc.

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

Main Strategies

The MidCap Fund primarily invests in stocks of growth-oriented companies. Stocks
that are  chosen for the Fund by the  Sub-Advisor,  Invista,  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  and  unseasoned  (see  Unseasoned
Issuers).

         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.  See  Foreign  Securities  for a  description  of  the  unique  risks
associated with foreign securities.

Main 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.  In the short term,  stock prices can fluctuate
dramatically  in  response  to these  factors.  Because  of these  fluctuations,
principal values and investment  returns vary. When shares of the Fund are sold,
they may be worth more or less than the amount paid for them.

         The MidCap  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.  The Fund is an
aggressive capital appreciation fund. It is designed for long-term investors for
a portion of their  investments and not designed for investors seeking income or
conservation of capital.

Annual Total Returns

"1989"  20.53
"1990"  -6.33
"1991"  52.83
"1992"  14.81
"1993"  12.29
"1994"  3.03
"1995"  34.2
"1996"  19.13
"1997"  22.94
"1998"  -0.23

Calendar Years Ended December 31

                      Highest & lowest
                   quarterly total returns
                    for the last 10 years

             Quarter Ended       Quarterly Return

                3/31/91               25.77%
                9/30/98              (21.24%)




                    Average annua1 total
           for the period ending December 31, 1998

                              Past One Past FivePast Ten
                                Year     Years    Years

    Class A                     (0.23)%  15.10%   16.22%
    Class R                     (0.89)   11.53*     

    S&P 500 Stock Index         28.58    24.06    19.21
    Lipper Mid-Cap Fund Average 12.16    15.18    15.83

  * Period  from  February  29,  1996,  date Class R shares  first
    offered to the   public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is (0.23)% 
and for Class R shares is (0.89)%.


                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class R   
     Management Fees........................    0.56%    0.56%    
     12b-1 Fees.............................    0.24%    0.74%    
                                                                  
     Other Expenses.........................    0.42%    0.59%    
     Total Fund Operating Expenses              1.22%    1.89%    
 
                          Examples*                                        
                                                                           
                       1 Year  3 Years  5 Years 10 Years                   
   Class A              $593     $844  $1,113   $1,882                     
   Class R               192      594     945    1,731                     
You would  pay the  following  expenses  if you did not  redeem  your      
shares:                                                                    
   Class A               593      844   1,113    1,882                     
   Class R               192      594     945    1,731                     
                                                                           
                                                                           
* The Examples  assume 1) an investment of $10,000,  2) a 5% annual        
   return and 3) expenses  the same as the most recent  fiscal year        
   expenses.                                                               
                                                             
                                                                  
                                                                  

         Day-to-day Fund management:
                  Since December 1987   Manager:  Michael R. Hamilton, Portfolio
                                        Manager of Invista since 1987.
 

DOMESTIC GROWTH-ORIENTED FUND

Principal Real Estate Fund, Inc.

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

Main Strategies

         The  Real  Estate  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 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.  See Foreign  Securities  for a
description of the unique risks associated with foreign securities.

         Real estate  investment  trusts  ("REITs") are corporations or business
trusts that are  effectively  permitted to  eliminate  corporate  level  federal
income taxes if they meet certain requirements of the Internal Revenue Code. The
Fund focuses on equity REITs. REITs are characterized as:
     o equity  REITs,  which  primarily  own property and generate  revenue from
     rental income; o mortgage REITs, which invest in real estate mortgages; and
     o hybrid  REITs,  which  combine  the  characteristics  of both  equity and
     mortgage REITs.

Main Risks

         Securities of real estate  companies  are subject to securities  market
risks as well as risks similar 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 dependency  on  management  skills o heavy cash flow
     dependency o possible lack of available  mortgage  funds o  overbuilding  o
     extended  vacancies  in  properties  o  increases  in  property  taxes  and
     operating  expenses o changes in zoning  laws o  expenses  incurred  in the
     cleanup  of  environmental  problems o casualty  or  condemnation  losses o
     changes in interest rates

         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. Both equity and mortgage REITs:
     o are dependent upon management  skills and may not be  diversified;  o are
     subject to cash flow dependency and defaults by borrowers; and o could fail
     to qualify for tax-free pass through of income under the Code.

         Because of these  factors,  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. When shares of the
Fund are sold, they may be worth more or less than the amount paid for them.

The Real Estate Fund is generally a suitable  investment  for investors  seeking
long-term  growth,  who want to invest in  companies  engaged in the real estate
industry  and who are  willing  to  accept  fluctuations  in the  value of their
investment.

Annual Total Returns

"1998"  -13.62

Calendar Year Ended December 31


                  Highest & lowest
               quarterly total returns
                 for the last 1 year

         Quarter Ended       Quarterly Return

           12/31/98                0.26%
            9/30/98               (7.81%)




             Average annua1 total return
       for the period ending December 31, 1998

                          Past One
                            Year
Class A                    (13.62)%
Class R                    (13.53)

Morgan Stanley REIT Index  (16.90)
Lipper Real Estate
  Fund Average             (15.46)



The year to date return as of December 31, 1998 for Class A shares is (13.62)%
and for Class R shares is (13.53)%.


                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class R   
     Management Fees........................    0.89%    0.89%    
     12b-1 Fees.............................    0.31%    0.13%    
                                                                  
     Other Expenses.........................    1.05%    0.97%    
     Total Fund Operating Expenses              2.25%    1.99%    
 
                          Examples*                                      
                                                                         
                       1 Year  3 Years  5 Years 10 Years                 
   Class A              $692   $1,145  $1,623   $2,937                   
   Class R               202      624   1,102    2,496                   
You would  pay the  following  expenses  if you did not  redeem  your    
shares:                                                                  
   Class A               692    1,145   1,623    2,937                   
   Class R               202      624   1,102    2,496                   
                                                                         
                                                                         
* The Examples  assume 1) an investment of $10,000,  2) a 5% annual      
   return and 3) expenses  the same as the most recent  fiscal year      
   expenses.                                                             
                                                                  
                                                                  
         Day-to-day Fund management:
                  Since December 1997   Manager: Kelly D. Rush, CFA.  Assistant 
                                        Director - Investment - Commercial Real
                                        Estate of Principal Capital Management 
                                        since 1996.

DOMESTIC GROWTH-ORIENTED FUND

Principal SmallCap Fund, Inc.

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

Main Strategies

         The SmallCap 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  securities for  investment,  Invista looks at stocks with
value and/or growth characteristics. In managing the assets of the Fund, Invista
does not have a policy of preferring one of these  categories to the other.  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.  Selection  is based on
fundamental  analysis of the company  relative to other companies with the focus
being on Invista's estimation of forward looking rates of return.

Main Risks
         Investments  in  companies  with  smaller  market  capitalizations  may
involve  greater risks and price  volatility  (wide,  rapid  fluctuations)  than
investments in larger, more mature companies.  For a more thorough discussion of
the risks of investing in small  companies,  please  review the sections of this
prospectus  which discuss the risks of investing in companies  with small market
capitalizations (see Securities of Smaller Companies) and the risks of investing
in companies with limited operating history (see Unseasoned Issuers).

         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. When shares of the
Fund are sold, they may be worth more or less than the amount paid for them.

         The SmallCap  Fund is  generally 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.  This  Fund  is an
aggressive  capital  appreciation  fund designed for  long-term  investors for a
portion of their investments. It is not designed for investors seeking income or
conservation of capital.

Annual Total Returns

"1998"  -5.68

Calendar Year Ended December 31


                             Highest & lowest
                          quarterly total returns
                            for the last 1 year

                    Quarter Ended       Quarterly Return

                      12/31/98               22.22%
                       9/30/98              (23.52%)




                      Average annua1 total returns
                 for the period ending December 31, 1998

                                     Past One
                                       Year

           Class A                     (5.68)%
           Class R                     (5.68)

           S&P 500 Stock Index         28.58
           Lipper Small-Cap
             Fund Average              (0.33)



The year to date return as of December 31, 1998 for Class A shares is (5.68)% 
and for Class R shares is (5.68)%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.75%    0.75%   
     12b-1 Fees.............................    0.37%    0.12%   
                                                                 
     Other Expenses.........................    1.46%    1.20%   
     Total Fund Operating Expenses              2.58%    2.07%   
 
                           Examples*                                           
                                                                               
                        1 Year  3 Years  5 Years 10 Years                      
    Class A              $724   $1,239  $1,780   $3,251                        
    Class R               210      649   1,171    2,746                        
 You would  pay the  following  expenses  if you did not  redeem  your         
 shares:                                                                       
    Class A               724    1,239   1,780    3,251                        
    Class R               210      649   1,171    2,746                        
                                                                               
                                                                               
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual           
    return and 3) expenses  the same as the most recent  fiscal year           
    expenses.                                                                  


  Day-to-day Fund management:
           Since December 1997  Co-Manager: Mark T. Williams, CFA. Portfolio 
                                            Manager of Invista since 1995.
           Since December 1997  Co-Manager: John F. McClain, Portfolio Manager 
                                            of Invista since 1995.



DOMESTIC GROWTH-ORIENTED FUND

Principal Utilities Fund, Inc.

         The Utilities  Fund seeks to provide high current  income and long-term
growth of income  and  capital.  The Fund  seeks to  achieve  its  objective  by
investing  primarily in equity and fixed income  securities  of companies in the
public utilities industry.

Main Strategies
The  Utilities  Fund  invests in  securities  issued by  companies in the public
     utilities  industry.  These companies  include:  
     o   companies engaged in the manufacture,  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).  
The  Sub-Advisor,  Invista,  considers  a company to be in the public  utilities
industry if, at the time of  investment,  at least 50% of the company's  assets,
revenues or profits are derived from one or more of those industries.

         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.  The  Fund  does not  have  any  policy  to
concentrate its assets in any segment of the utilities industry.  The portion of
Fund assets invested in equity  securities and  fixed-income  securities  varies
from time to time.  When  determining how to invest the Fund's assets to achieve
its investment objective, Invista considers:
     o changes in interest rates, 
     o prevailing market conditions,  and 
     o general economic and financial conditions.

         The Fund  invests  in  fixed  income  securities,  which at the time of
     purchase,  are o rated in one of the top four categories by S&P or Moody's,
     or o if not rated, in the Manager's opinion are of comparable quality.

Main 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 utility companies have been subject to risks of:
     o  increase in fuel and other operating costs;
     o  changes  in  interests  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  increased costs and delays  associated with environmental regulations.

Generally,  the prices  charged by utilities are regulated with the intention of
protecting  the public  while  ensuring  that  utility  companies  earn a return
sufficient to attract capital to grow and provide appropriate services. However,
due to political and regulatory factors, rate changes ordinarily occur following
a change in  financing  costs.  This delay tends to  favorably  affect a utility
company's  earnings and dividends  when costs are  decreasing but also adversely
affects earnings and dividends when costs are rising. In addition,  the value of
the utility  company  bond prices  rise when  interest  rates fall and fall when
interest rates rise.

Certain states are adopting  deregulation plans. These plans generally allow for
the  utility  company to set the  amount of their  earnings  without  regulatory
approval.

The Utilities  Fund is generally 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.  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.   Because  of  these
fluctuations,  principal values and investment  returns vary. When shares of the
Fund are sold, they may be worth more or less than the amount paid for them.


Annual Total Returns


"1993"  8.42
"1994"  -11.09
"1995"  33.87
"1996"  4.56
"1997"  29.58
"1998"  22.5

Calendar Years Ended December 31

                      Highest & lowest
                   quarterly total returns
                    for the last 6 years

             Quarter Ended       Quarterly Return
               12/31/97               19.24%
                3/31/94               (9.00%)

               Average annua1 total returns
          for the period ending December 31, 1998

                              Past One Past FivePast Ten
                                Year     Years    Years
 
    Class A                     22.50%   14.59%   13.77%*
    Class R                     21.85    18.70**    
 
    S&P 500 Stock Index         28.58    24.06    19.21
    Dow Jones Utilities Index
      with Income Fund Average  18.81    12.26      
 
 *  Period from December 16, 1992, date shares first offered to the
    public, through December 31, 1998.
 ** Period from February 29, 1996, date shares first offered to the
    public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 22.50% and
for Class R shares is 21.85%.


                       Fund Operating Expenses                          
                                                                        
                                                                        
                                               Class A  Class R         
     Management Fees*.......................    0.60%    0.60%          
     12b-1 Fees.............................    0.25%    0.75%          
                                                                        
     Other Expenses.........................    0.38%    0.75%          
     Total Fund Operating Expenses              1.23%    2.10%          
                                                                     

  *  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 0.52% (total expenses 1.15%).
     After waiver, the Class R share management fee paid was 0.15%
     (total expenses 1.65%).

                            Examples**                                          
                                                                                
                          1 Year  3 Years  5 Years 10 Years                     
      Class A              $594     $847  $1,119   $1,893                       
      Class R               213      658   1,030    1,817                       
   You would  pay the  following  expenses  if you did not  redeem  your        
   shares:                                                                      
      Class A               594      847   1,119    1,893                       
      Class R               213      658   1,030    1,817                       
                                                                                
                                                                                
      ** The Examples assume 1) an investment of $10,000, 2)                    
         a 5% annual return and 3) expenses the same as                         
         the most recent fiscal year expenses.                              

         Day-to-day Fund management:
                  Since April 1993      Manager:  Catherine A. Zaharis, CFA. 
                                        Portfolio Manager of Invista since 1987.



INTERNATIONAL GROWTH-ORIENTED FUND

Principal International Emerging Markets Fund, Inc.

         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.

Main Strategies

The  International  Emerging  Markets  Fund seeks to achieve  its  objective  by
investing in common stocks of companies in emerging market  countries.  For this
Fund, the term "emerging  market  country" means any country which is considered
to be an emerging country by the international  financial  community  (including
the  International  Bank for  Reconstruction  and Development (also known as the
World  Bank)  and the  International  Financial  Corporation).  These  countries
generally  include every nation in the world except the United  States,  Canada,
Japan,  Australia,  New  Zealand  and most  nations  located in Western  Europe.
Investing  in many  emerging  market  countries  is not  feasible or may involve
unacceptable political risk. Invista, the Sub-Advisor, focuses on those emerging
market countries that it believes have strongly developing economies and markets
which are becoming more sophisticated.

Under  normal  conditions,  at least 65% of the Fund's  assets are  invested  in
emerging market country equity securities. The Fund invests in securities of:
     o    companies with their principal  place of business or principal  office
          in emerging market countries;
     o    companies  for which the  principal  securities  trading  market is an
          emerging market country; or
     o    companies,  regardless of where its securities are traded, that derive
          50% or more of their  total  revenue  from  either  goods or  services
          produced in emerging market countries or sales made in emerging market
          countries.

Main Risks

         Investments in emerging market countries involve special risks. Certain
emerging market  countries have  historically  experienced,  and may continue to
experience,  certain  economic  problems.  These  may  include:  high  rates  of
inflation,  high interest rates,  exchange rate  fluctuations,  large amounts of
debt,  balance of  payments  and trade  difficulties,  and  extreme  poverty and
unemployment.  In addition,  there are risks  involved  with any  investment  in
foreign securities (see Foreign Securities).

         Under unusual market or economic conditions, the Fund may invest in the
same kinds of  securities  as the other  Growth-Oriented  Funds.  These  include
securities   issued  by  domestic  or  foreign   corporations,   governments  or
governmental  agencies,   instrumentalities  or  political   subdivisions.   The
securities may be denominated in U.S. dollars or other currencies.

The International  Emerging Markets Fund is generally 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.  Because the values of
the Fund's  assets are likely to rise or fall  dramatically,  when shares of the
Fund are sold they may be worth more or less than the amount paid for them. This
Fund is not an appropriate  investment 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.


Annual Total Returns

"1998"  -17.42

Calendar Year Ended December 31

                      Highest & lowest
                   quarterly total returns
                     for the last 1 year

             Quarter Ended       Quarterly Return

               12/31/98               13.38%
                9/30/98              (18.97%)

                Average annua1 total returns
           for the period ending December 31, 1998

                              Past One Past Five
                                Year     Years

    Class A                    (17.42)% (20.56)%*
    Class R                    (17.68)  (20.83)*

    Morgan Stanley Capital
      International EMF
      (Emerging Markets Free)
      Index                    (27.52)  (11.13)
    Lipper Emerging Markets
      Fund Average             (26.83)  (10.01)

  * Period from August 29, 1997,  date shares first  offered to the
    public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is (17.42)% 
and for Class R shares is (17.68)%.

                       Fund Operating Expenses                  

                                                                
                                               Class A  Class R 
     Management Fees........................    1.25%    1.25%  
     12b-1 Fees.............................    0.39%    0.24%  
                                                                
     Other Expenses.........................    1.67%    1.98%  
     Total Fund Operating Expenses              3.31%    3.47%  
 
                            Examples*                                    
                                                                         
                         1 Year  3 Years  5 Years 10 Years               
  Class A                 $793   $1,445  $2,119   $3,907                 
  Class R                  350    1,065   1,786    3,651                 
  You would  pay the  following  expenses  if you did not  redeem  your  
  shares:                                                                
  Class A                  793    1,445   2,119    3,907                 
  Class R                  350    1,065   1,786    3,651                 
                                                                         
                                                                         
  * The Examples  assume 1) an investment of $10,000,  2) a 5% annual    
     return and 3) expenses  the same as the most recent  fiscal year    
     expenses.                                                           
                                                               
 
         Day-to-day Fund management:
                  Since May 1997      Manager:  Kurtis D. Spieler, CFA.  
                                      Portfolio Manager of Invista since 1995.



INTERNATIONAL GROWTH-ORIENTED FUND

Principal International Fund, Inc.

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.

Main Strategies

The International Fund invests in common stocks of companies established outside
of the U.S.  The Fund has no  limitation  on the  percentage  of assets that are
invested in any one country or  denominated  in any one currency.  However under
normal  market  conditions,  the Fund intends to have at least 65% of its assets
invested  in  companies  in at least  three  different  countries.  One of those
countries may be the U.S. though currently the Fund does not intend to invest in
equity securities of U.S. companies.

         Investments may be made anywhere in the world. Primary consideration is
given to  securities  of  corporations  of Western  Europe,  North  America  and
Australasia  (Australia,  Japan and Far East Asia).  Changes in investments  are
made as prospects change for particular countries, industries or companies.

         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.

Main Risks

         The values of the  stocks  owned by the Fund  change on a daily  basis.
Stock prices reflect 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   (see  Foreign
Securities).  Because  the  values of the Fund's  assets may rise or fall,  when
shares of the Fund are sold they may be worth more or less than the amount  paid
for them.

         The International Fund is generally a suitable investment for investors
who seek  long-term  growth and who want to invest in non-U.S.  companies.  This
Fund is not an  appropriate  investment  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 which trade in
non-U.S. currencies.

         Under unusual market or economic conditions, the Fund may invest in the
same kinds of  securities  as the other  Growth-Oriented  Funds.  These  include
securities   issued  by  domestic  or  foreign   corporations,   governments  or
governmental  agencies,   instrumentalities  or  political   subdivisions.   The
securities may be denominated in U.S. dollars or other currencies.

Annual Total Returns

"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

Calendar Years Ended December 31

                      Highest & lowest
                   quarterly total returns
                    for the last 10 years

             Quarter Ended       Quarterly Return

               12/31/98               15.54%
                9/30/90              (18.37%)




               Average annua1 total returns
         for the period ending December 31, 1998

                              Past One  Past Five  Past Ten
                                Year     Years     Years

    Class A                      8.48%    9.75%    10.88%
    Class R                      7.66    12.65*     

    Morgan Stanley Capital
      International EAFE
      (Europe, Australia and
      Far East) Index           20.00     9.19     5.54
    Lipper International Fund
      Average                   13.02     7.87     9.39

  * Period  from  February  29,  1996,  date Class R shares  first
    offered to the   public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 8.48% and 
for Class R shares is 7.66%.

                     Fund Operating Expenses                      

                                                                  
                                               Class A  Class R   
     Management Fees........................    0.68%    0.68%    
     12b-1 Fees.............................    0.19%    0.75%    
                                                                  
     Other Expenses.........................    0.38%    0.58%    
     Total Fund Operating Expenses              1.25%    2.01%    
 

                                                                  
                                                                  
                                                                  

                          Examples*                                     
                                                                        
                       1 Year  3 Years  5 Years 10 Years                
   Class A              $596   $  853  $1,129   $1,915                  
   Class R               204      630     997    1,798                  
You would  pay the  following  expenses  if you did not  redeem  your   
shares:                                                                 
   Class A               596      853   1,129    1,915                  
   Class R               204      630     997    1,798                  
                                                                        
                                                                        
* The Examples  assume 1) an investment of $10,000,  2) a 5% annual     
  return and 3) expenses  the same as the most recent  fiscal year      
  expenses.                                                             
                                                                        
         Day-to-day Fund management:
                  Since April 1994      Manager:  Scott D. Opsal, CFA. Executive
                                        Vice President and Chief Investment 
                                        Officer of Invista since 1997.



INTERNATIONAL GROWTH-ORIENTED FUND

Principal International SmallCap Fund, Inc.

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.

Main Strategies

The  International  SmallCap 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.
Please review the sections of this  prospectus  which discuss the risks involved
with any  investment in foreign  securities  (see Foreign  Securities)  and with
investments in companies with small market  capitalizations  (see  Securities of
Smaller Companies).

         The  Fund  diversifies  its  investments  geographically.  There  is no
limitation  of 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.

Main Risks
This  Fund  is  not an  appropriate  investment  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.


         The International  SmallCap Fund is generally a suitable investment for
investors  seeking long-term growth who want to invest a portion of their assets
in smaller, non-U.S. companies. Because the values of the Fund's assets may rise
or fall,  when  shares of the Fund are sold they may be worth  more or less than
the amount paid for them.

Annual Total Returns

"1998"  14.4

Calendar Year Ended December 31


                       Highest & lowest
                    quarterly total returns
                      for the last 1 year

              Quarter Ended       Quarterly Return
                 3/31/98               21.74%
                 9/30/98              (19.84%)

                 Average annua1 total returns
            for the period ending December 31, 1998

                               Past One Past Five
                                 Year     Years

     Class A                     14.40%    9.23%*
     Class R                     14.61     9.37*

     Morgan Stanley Capital
       International EAFE
       (Europe, Australia and
       Far East) Index           20.00    9.19
     Lipper International Small-Cap
       Fund Average              13.02    6.10

   * Period from August 29, 1997,  date shares first offered to the
     public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 14.40% 
and for Class R shares is 14.61%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    1.20%    1.20%   
     12b-1 Fees.............................    0.33%    0.23%   
                                                                 
     Other Expenses.........................    1.13%    1.08%   
     Total Fund Operating Expenses              2.66%    2.51%   
 
                                                                 
                                                                 
                           Examples*                                    
                                                                        
                        1 Year  3 Years  5 Years 10 Years               
    Class A              $731   $1,262  $1,818   $3,326                 
    Class R               254      782   1,352    2,944                 
 You would  pay the  following  expenses  if you did not  redeem  your  
 shares:                                                                
    Class A               731    1,262   1,818    3,326                 
    Class R               254      782   1,352    2,944                 
                                                                        
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual    
   return and 3) expenses  the same as the most recent  fiscal year     
   expenses.                                                            

                                                                 

         Day-to-day Fund management:
                  Since May 1997        Manager:  Darren K. Sleister, CFA.  
                                        Portfolio Manager of Invista since 1995.
 


INCOME-ORIENTED FUND

         Principal Bond Fund, Inc.

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

Main Strategies

The Bond Fund invests in fixed-income securities. Generally, the Fund invests on
a  long-term  basis  but may  make  short-term  investments.  Longer  maturities
typically  provide  better  yields  but expose  the Fund to the  possibility  of
changes in the values of its  securities as interest  rates  change.  Generally,
when interest  rates fall,  the price per share rises,  and when rates rise, the
price per share declines.

Under normal circumstances, the Fund invests at least 65% of its assets in:

     o    debt securities and taxable municipal bonds;
      
          o    rated, at the time of purchase, in one of the top four categories
               by S&P or Moody's, or

          o    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; and

     o   securities issued or guaranteed by the U.S. Government or its agencies.

The  rest of the  Fund's  assets  may be  invested  in  securities  that  may be
convertible  (may be  exchanged  for a fixed number of shares of common stock of
the same issuer) or nonconvertible including:
     o   domestic and foreign debt securities;
     o   preferred and common stock;
     o   foreign government securities; and
     o   securities  rated less than the four  highest  grades of S&P or Moody's
         but not lower  BB-  (S&P) or Ba3  (Moody's)  (see  Risks of High  Yield
         Securities).


         During  the  fiscal  year  ended   October  31,  1998,   based  on  the
dollar-weighted average ratings of the Fund's portfolio at the end of each month
in the fiscal year, net assets of the Fund were invested in securities  rated as
follows (all ratings are by Moody's):
          20.06% in securities rated A
          70.49% in securities rated Baa
          8.36% in securities rated Ba

         Under unusual market or economic conditions,  the Fund may invest up to
100% of its  assets  in cash  and  cash  equivalents  (see  Temporary  Defensive
Measures.)

Main Risks

The Bond Fund is generally a suitable investment for an investor seeking monthly
dividends to produce  income or to be reinvested  in  additional  fund shares to
help achieve modest growth  objectives  without accepting the risks of investing
in common stocks.  However,  because of fluctuations in value, when sold, shares
of the Fund may be worth more or less than the amount paid for them.

Annual Total Returns

"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

Calendar Years Ended December 31

                           Highest & lowest
                        quarterly total returns
                         for the last 10 years
 
                  Quarter Ended       Quarterly Return

                     6/30/95                8.54%
                     3/30/94               (4.06%)
 
                    Average annua1 total returns
               for the period ending December 31, 1998

                                   Past One Past FivePast Ten
                                     Year     Years    Years
 
         Class A                      7.14%    7.30%    9.28%
         Class R                      6.54     7.48*     
 
         Lehman Brothers BAA
           Corporate Index            6.96     7.34     9.25
         Lipper Corporate Debt BBB
           Rated Fund Average         6.25     7.00     9.19
 
       * Period  from  February  29,  1996,  date Class R shares  first
         offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 7.14% and 
for Class R shares is 6.54%.

                       Fund Operating Expenses                        
                                                                      
                                               Class A  Class R       
     Management Fees*.......................    0.48%    0.48%        
     12b-1 Fees.............................    0.23%    0.75%        
                                                                      
     Other Expenses.........................    0.33%    0.49%        
     Total Fund Operating Expenses              1.04%    1.72%        

  *  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%).      
     After waiver, the Class R share management fee paid was 0.21%
     (total expenses 1.45%).
 
                                   Examples**
                    1 Year  3 Years  5 Years 10 Years                    
Class A                 $576     $790   $1,022  $1,686                   
Class R                  175      542      855    1,534                  
You would  pay the  following  expenses  if you did not  redeem  your    
shares:                                                                  
Class A                  576      790    1,022    1,686                  
Class R                  175      542      855    1,534                  
                                                                         
   **The Examples assume 1) an investment of $10,000, 2)a 5%             
     annual return and 3) expenses the same as the most recent           
     fiscal year expenses.                                               
                                                                         

Day-to-day Fund management:
                  Since November 1996  Manager: Scott A. Bennett, CFA. Assistant
                  Director - Securities Investment of Principal Capital 
                  Management since 1996.



INCOME-ORIENTED FUND

Principal Government Securities Income Fund, Inc.

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 Associations Certificates. The guarantees by the United States
Government  extends  only to principal  and  interest.  There are certain  risks
unique to GNMA Certificates.

Main Strategies

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

         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.
Generally,  when interest rates fall, the value of the Fund's shares rises,  and
when rates rise, the value declines. Because of the fluctuation in values of the
Fund's shares,  when sold, shares of the Fund may be worth more or less than the
amount paid for them.

         U.S.  Government  securities  do not  involve the degree of credit risk
associated  with  investments  in lower quality  fixed-income  securities.  As a
result, the yields available from U.S. Government securities are generally lower
than the yields available from many other  fixed-income  securities.  Like other
fixed-income  securities,  the values of U.S.  Government  securities  change as
interest rates fluctuate.  Fluctuations in the value of the Fund's securities do
not effect  interest  income on  securities  already  held by the Fund,  but are
reflected  in  the  Fund's  price  per  share.  Since  the  magnitude  of  these
fluctuation  generally are greater at times when the Fund's average  maturity is
longer,  under  certain  market  conditions  the Fund may  invest in  short-term
investments  yielding  lower  current  income  rather than  investing  in higher
yielding longer term securities.

         GNMA  Certificates  are  mortgage-backed   securities  representing  an
interest in a pool of mortgage  loans.  Various lenders make the loans which are
then  insured  (by the  Federal  Housing  Administration)  or  loans  which  are
guaranteed  (by Veterans  Administration  or Farmers Home  Administration).  The
lender or other security  issuer creates a pool of mortgages which it submits to
GNMA for approval.

         The Fund invests in modified pass-through GNMA Certificates.  Owners of
Certificates  receive all interest and principal  payments owed on the mortgages
in the pool,  regardless  of whether or not the  mortgagor has made the payment.
Timely  payment of interest and  principal is  guaranteed  by the full faith and
credit of the U.S. Government.

Main Risks

         Mortgage-backed securities are subject to prepayment risk. Prepayments,
unscheduled   principal   payments,   may  result  from  voluntary   prepayment,
refinancing  or  foreclosure  of the  underlying  mortgage.  When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates. On the other hand, during period 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.

In addition,  prepayments may cause losses on securities  purchased at a premium
(dollar amount by which the price of the bond exceeds its face value). 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.

The  Government  Securities  Income Fund is generally 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 back by the U.S. Government or its agencies.

Annual Total Returns

"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

Calendar Years Ended December 31

                     Highest & lowest
                  quarterly total returns
                   for the last 10 years

            Quarter Ended       Quarterly Return

               6/30/89                8.75%
               3/31/94               (4.38%)




              Average annua1 total returns
         for the period ending December 31, 1998

                             Past One Past FivePast Ten
                               Year     Years    Years

   Class A                      7.19%    6.72%    8.97%
   Class R                      6.38     6.86*     

   Lehman Brothers GNMA
     Index                      6.93     7.34     9.25
   Lipper GNMA Fund Average     6.47     6.52     8.31

 * Period  from  February  29,  1996,  date Class R shares  first
   offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 7.19% and 
for Class R shares is 6.38%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.45%    0.45%   
     12b-1 Fees.............................    0.20%    0.76%   
                                                                 
     Other Expenses.........................    0.21%    0.43%   
     Total Fund Operating Expenses              0.86%    1.64%   
 
                           Examples*                                        
                                                                            
                        1 Year  3 Years  5 Years 10 Years                   
    Class A              $559     $736    $929   $1,485                     
    Class R               167      517     802    1,368                     
 You would  pay the  following  expenses  if you did not  redeem  your      
 shares:                                                                    
    Class A               559      736     929    1,485                     
    Class R               167      517     802    1,368                  
                                                                            
                                                                            
                                                                            
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual        
    return and 3) expenses  the same as the most recent  fiscal year        
    expenses.                                                               
                                                           
                                                                 
                                                                 
         Day-to-day Fund Management:
                  Since May 1985       Manager:  Martin J. Schafer, CFA. 
                                       Portfolio Manager of Invista since 1992.
 


INCOME-ORIENTED FUND

Principal High Yield Fund, Inc.

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
involve  undue  risk to  income or  principal.  Capital  growth  is a  secondary
objective when consistent with the objective of high current income.

Main Strategies

The High  Yield Fund  invests  in high  yield,  lower or  unrated  fixed  income
securities  commonly known as "junk bonds" (see Risks of High Yield Securities).
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 SAI contains  descriptions  of the
securities rating categories.

During the fiscal year ended  October  31,  1998,  based on the  dollar-weighted
average  ratings of the Fund's  portfolio at the end of each month in the fiscal
year,  net assets of the Fund were invested in securities  rated as follows (all
ratings are by  Moody's):  
           0.17% in securities rated Baa 
          34.62% in securities rated Ba 
          62.28% in securities rated B 
           2.93% in securities rated C

Main Risks

Investors  assume special risks when  investing in the Fund.  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 market for higher-yielding, lower-rated securities has not been tested by an
economic  recession.  An economic  downturn may severely  disrupt the market for
these  securities.  This could cause financial  stress to the issuer  negatively
affecting the issuer's  ability to pay  principal  and  interest.  This may also
negatively affect the value of the Fund's securities.  In addition, if an issuer
defaults  the Fund may  have  additional  expenses  if it tries to  recover  the
amounts due it.

Some securities the Fund buys have call provisions.  A call provision allows the
issuer of the  security  to redeem it before  its  maturity  date.  If a bond is
called in a declining  interest  rate market,  the Fund would have to replace it
with  a  lower  yielding  security.  This  results  in a  decreased  return  for
investors.  In addition,  in a rising  interest rate market,  a higher  yielding
security's  value  decreases.  This is  reflected in a lower share price for the
Fund.

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 economics  conditions.  Although the Fund's Manager considers
securities  ratings  when  making  investment  decisions,  it  performs  its own
investment  analysis.  This  analysis  includes  traditional  security  analysis
considerations  such  as:  
     o  experience  and  managerial  strength  
     o  changing financial  condition  
     o  borrowing  requirements  or debt  maturity  schedules 
     o  responsiveness  to changes in  business  conditions  
     o relative  value  based on anticipated cash flow 
     o earnings prospects

The  Manager  continuously  monitors  the  issuers of the Fund's  securities  to
determine  if the  issuers  will have  sufficient  cash flow and profits to meet
required  principal  and interest  payments.  It also  monitors each security to
assure the security's  liquidity so the Fund can meet requests for sales of Fund
shares.

For defensive purposes, the Fund may invest in other securities.  During periods
of adverse market  conditions,  the Fund may invest in all types of money market
instruments,  higher  rated fixed  income  securities  or any other fixed income
securities  consistent  with the  temporary  defensive  strategy.  The  yield to
maturity on these  securities  is generally  lower than the yield to maturity on
lower rated fixed income securities.

The High Yield Fund is generally a suitable  investment  for  investors  seeking
monthly  dividends  to provide  income or to be  reinvested  in Fund  shares for
growth.  However,  it is  suitable  only  for  that  portion  of the  investor's
investments  for which the  investor  is willing to accept  potentially  greater
risk.  Investors should carefully  consider their ability to assume the risks of
this Fund before making an investment.  Investors should be prepared to maintain
their investment in the Fund during periods of adverse market  conditions.  This
Fund should not be relied on to meet short-term  financial needs. When shares of
the Fund are sold, they may be worth more or less than the amount paid for them.


Annual Total Returns

"1989"  -1.51
"1990"  -11.66
"1991"  28.74
"1992"  13.09
"1993"  12.1
"1994"  -0.65
"1995"  15.61
"1996"  12.54
"1997"  9.68
"1998"  -1.28

Calendar Years Ended December 31

                        Total Returns
            Highest and lowest quarterly returns
                    for the last 10 years
 
             Quarter Ended       Quarterly Return

                3/31/91                9.75%
                9/30/98               (6.52%)

 

 
               Average annua1 total returns
          for the period ending December 31, 1998

                              Past One Past FivePast Ten
                                Year     Years    Years
 
    Class A                     (1.28)%   6.95%    7.11%
    Class R                     (2.07)    5.44*     
 
    Lehman Brothers High Yield
      Composite Bond Index       1.87     8.57    10.55
    Lipper High Current Yield
      Fund Average              (0.44)    7.42     9.40
 
  * Period  from  February  29,  1996,  date Class R shares  first
    offered to the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is (1.28)% 
and for Class R shares is (2.07)%.

                       Fund Operating Expenses                   

                                                                 
                                               Class A  Class R  
     Management Fees........................    0.60%    0.60%   
     12b-1 Fees.............................    0.25%    0.75%   
                                                                 
     Other Expenses.........................    0.55%    0.93%   
     Total Fund Operating Expenses              1.40%    2.28%   

                                                                 
                           Examples*                                         
                                                                             
                        1 Year  3 Years  5 Years 10 Years                    
    Class A              $611     $897   $1,204  $2,075                      
    Class R               231      712   1,121    2,005                      
 You would  pay the  following  expenses  if you did not  redeem  your       
 shares:                                                                     
    Class A               611      897   1,204    2,075                      
    Class R               231      712   1,121    2,005                      
                                                                             
 * The Examples  assume 1) an investment of $10,000,  2) a 5% annual         
    return and 3) expenses  the same as the most recent  fiscal year         
    expenses.                                                                
                                                                             
                                                           
                                                                 
  Day-to-day Fund management:
           Since April 1998    Manager: Mark P. Denkinger, CFA. Assistant 
                                        Director - Securities Investment of
                                        Principal Capital Management since 1998.



INCOME-ORIENTED FUND

Principal Limited Term Bond Fund, Inc.

         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.

Main Strategies and Risks

The Limited Term Bond Fund invests in high grade,  short-term  debt  securities.
Under normal circumstances, it 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
          S&P or Moody's; or
     o    if  unrated,   are  of  comparable  quality  in  the  opinion  of  the
          Sub-Advisor, Invista.

The rest of the Fund's assets are invested in  securities in the fourth  highest
rating category or their  equivalent.  Securities in the fourth highest category
are "investment  grade." While they are considered to have adequate  capacity to
pay  interest and repay  principal,  they do have  speculative  characteristics.
Changes in economic and other  conditions  are more likely to impact the ability
of the issuer to make  principal  and  interest  payments  than is the case with
higher rated securities.

         During  the  fiscal  year  ended   October  31,  1998,   based  on  the
dollar-weighted average ratings of the Fund's portfolio at the end of each month
in the fiscal year, net assets of the Fund were invested in securities  rated as
follows (all ratings are by Moody's):
           7.01% in securities rated Aa
           6.60% in securities rated A
          73.44% in securities rated Baa
          12.95% in securities rated Ba

The Fund may invest in corporate debt securities and mortgage-backed securities.
For a discussion of mortgage-backed  securities,  see the discussion of the U.S.
Government Securities Income Fund.

Under  normal  circumstances,  the  Fund  maintains  a  dollar-weighted  average
maturity of not more than five years. In determining the average maturity of the
Fund's  assets,  the maturity date of callable or prepayable  securities  may be
adjusted to reflect Invista's  judgment regarding the likelihood of the security
being called or prepaid.

Under unusual market or economic  conditions,  for temporary  defensive purposes
the Fund may invest up to 100% of its assets in the cash or cash equivalents.

The Limited Term Bond Fund is generally a suitable  investment for investors who
want monthly  dividends  for income or to reinvest for modest  growth.  Suitable
investors are willing to accept some volatility in the value of their investment
but do not want dramatic volatility.

Annual Total Returns

"1997"  6.63
"1998"  6.7

Calendar Years Ended December

                     Highest & lowest
                  quarterly total returns
                   for the last 2 years

            Quarter Ended       Quarterly Return

               9/30/98                2.99%
               3/31/96               (0.25%)




              Average annua1 total returns
         for the period ending December 31, 1998

                             Past One Past Five
                               Year    Years*

   Class A                      6.70%    6.32%*
   Class R                      6.09     5.72*

   Lehman Brothers Intermediate
     Government/Corporate Index 8.42     6.60
   Lipper Short-Intermediate
     Investment Grade Debt
     Fund Average               6.60     5.58

 * Period from  February  29, 1996,  date shares first  offered to
   the public, through December 31, 1998.

The year to date return as of December 31, 1998 for Class A shares is 6.70% and 
for Class R shares is 6.09%.

                       Fund Operating Expenses                    

                                                                  
                                               Class A  Class R   
     Management Fees*.......................    0.50%    0.50%    
     12b-1 Fees.............................    0.15%    0.61%    
                                                                  
     Other Expenses.........................    0.48%    1.11%    
     Total Fund Operating Expenses              1.13%    2.22%    

* 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 0.19% (total expenses 0.82%). After waiver, the Class R share 
  management fee was 0% and other expenses were 0.83% (total expenses 1.44%).

                         Examples**                                    
                                                                       
                       1 Year  3 Years  5 Years 10 Years               
Class A                 $263   $  504   $ 763   $1,504                 
Class R                  225      694   1,067    1,788                 
You would  pay the  following  expenses  if you did not  redeem  your  
shares:                                                                
Class A                  263      504     763    1,504                 
Class R                  225      694   1,067    1,788                 
                                                                       

**  The Examples assume 1) an investment of $10,000, 2) a 5% annual return and
    3) expenses the same as the most recent fiscal year expenses.

         Day-to-day Fund management:
                  Since February 1996   Manager:  Martin J. Schafer, CFA. 
                                        Portfolio Manager of Invista since 1992.
 


MONEY MARKET FUND

Principal Cash Management Fund, Inc.

Principal 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.

Main  Strategies 
The Cash  Management  Fund invests its assets in a portfolio of
money market instruments. The investments are U.S. dollar denominated securities
which the Manager  believes  present  minimal credit risks. At the time the Fund
purchases  each  security,  it is an  "eligible  security"  as  defined  in  the
regulations issued under the Investment Company Act of 1940.

The Fund maintains a dollar weighted  average  portfolio  maturity of 90 days or
less. It intends to hold its investments until maturity.  However,  the Fund may
sell a security before it matures:
     o    to take advantage of market variations;
     o    to generate cash to cover sales of Fund shares by its shareholders; or
     o    upon revised credit opinions of the security's issuer.
The  sale of a  security  by the  Fund  before  maturity  may not be in the best
interest of the Fund. The Fund does have an ability to borrow money to cover the
sale of Fund  shares.  The sale of  portfolio  securities  is  usually a taxable
event.

It is the policy of the Fund to be as fully  invested  as  possible  to maximize
current income. Securities in which the Fund invests include:
     o    Government  securities  which  are  issued or  guaranteed  by the U.S.
          Government, including treasury bills, notes and bonds.
     o    U.S.  Government  agency  securities which are issued or guaranteed by
          agencies or instrumentalities of the U.S. Government. These are backed
          either by the full faith and credit of the U.S.  Government  or by the
          credit of the particular agency or instrumentality. 
     o    Bank obligations consisting of:
          o    certificates   of  deposit   which   generally   are   negotiable
               certificates against funds deposited in a commercial bank or
          o    bankers  acceptances  which are time drafts drawn on a commercial
               bank,  usually  in  connection  with   international   commercial
               transactions.
     o    Commercial  paper which is short-term  promissory notes issued by U.S.
          or foreign corporations primarily to finance short-term credit needs.
     o    Short-term  corporate  debt  consisting of notes,  bonds or debentures
          which  at the  time of  purchase  by the  Fund  has  397  days or less
          remaining to maturity.
     o    Repurchase  agreements  under which  securities  are purchased with an
          agreement by the seller to  repurchase  the security at the same price
          plus  interest  at a  specified  rate.  Generally  these  have a short
          duration (less than a week) but may also have a longer duration.
     o    Taxable municipal obligations which are short-term  obligations issued
          or guaranteed by state and municipal  issuers which  generate  taxable
          income.

Main Risks
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 value of an investment  at $1.00 per share,  it is possible to lose
money by investing in the Fund.

The Cash  Management  Fund is  generally  a suitable  investment  for  investors
seeking  monthly  dividends to produce income  without  incurring much principal
risk or for investor's short-term needs.

MONEY MARKET FUND

Principal Cash Management Fund, Inc.
 

 Annual Total Returns
 
"1989"  8.42
"1990"  7.63
"1991"  5.8
"1992"  3.38
"1993"  2.63
"1994"  3.77
"1995"  5.44
"1996"  4.96
"1997"  4.88
"1998"  5.15

Calendar Years Ended December 31 

 

The 7-day yield  ending on December 31, 1998 for Class A shares is 4.65% and for
Class B shares is 4.07%. To obtain the Fund's current yield information,  please
call 1-800-247-4123.

                     Fund Operating Expenses                      

                                                                  
                                               Class A  Class B   
     Management Fees........................    0.38%    0.42%    
     12b-1 Fees.............................     None    0.32%    
                                                                  
     Other Expenses.........................    0.18%    0.75%    
         Total Fund Operating Expenses          0.56%    1.49%    

                          Examples                                            
                                                                              
                       1 Year  3 Years  5 Years 10 Years                      
   Class A              $ 57     $179   $ 313    $ 701                        
   Class B               566      804   1,051    1,408                        
You would  pay the  following  expenses  if you did not  redeem  your         
shares:                                                                       
   Class A                57      179     313      701                        
   Class B               152      471     813    1,408                        
                                                                              

Day-to-day Fund management:
     Since March 1983      Manager: Michael R. Johnson. Assistant Director - 
                           Securities Trading of Principal Capital Management 
                           since 1994.





THE COSTS OF INVESTING

Fees and Expenses of the Funds

This table  describes the fees and expenses that you may pay if you buy and hold
shares of a Fund.

<TABLE>
                                Shareholder Fees
                    (fees paid directly from your investment)

<CAPTION>

                                                  Maximum Sales Load Imposed                                     Contingent
                                                          on Purchases              Redemption    Exchange     Deferred Sales
     Fund                                       (as a percentage of offering price)    Fee*          Fee           Charge
<S>                                                           <C>                      <C>           <C>            <C>   
All Funds except Limited Term Bond Fund
         and Cash Management Fund                             4.75%                    None          None           None
Limited Term Bond Fund                                        1.50%                    None          None           None
Cash Management Fund                                          None                     None          None           None

   * A wire charge of $6.00 will be deducted for all wire transfers.
</TABLE>

Fees and expenses are important because they lower your earnings.  However,  low
costs do not guarantee  higher earnings.  For example,  a fund with no front-end
sales  charge may have  higher  ongoing  expenses  than a fund with such a sales
charge.  Before  investing,  you  should be sure you  understand  the  nature of
different costs. Your Registered Representative can help you with this process.

Class R shares of the Principal  Mutual Funds are sold without a front-end sales
charge and do not have a contingent deferred sales charge.  There is no sales on
shares  of any  of the  Funds  purchased  with  reinvested  dividends  or  other
distributions.

Class R shares automatically convert into Class A shares (based on share prices,
not numbers of shares) 49 months after purchase.  Class R shares provide you the
benefit of putting  all your  dollars to work from the time of  investment,  but
(until  conversion)  have higher  ongoing fees and lower  dividends than Class A
shares.

Only Class R shares  are  offered  in this  prospectus.  Class A shares are only
described  because Class R shares convert to Class A shares.  Orders for Class R
shares of $500,000 or more are treated as orders for Class A shares  (unless you
include a written  instruction  that the order should be treated as an order for
Class R shares.)

Class A shares  of the  other  Funds  are  sold  with a sales  charge  that is a
variable  percentage  based on the amount of the purchase.  This table shows the
sales charge for those funds which is based on the amount of your purchase.
<TABLE>
<CAPTION>
                                         Sales Charge for            All Funds (Except            Sales Charge for
                                    Limited Term Bond Fund        Limited Term Bond Fund)       Dealers Allowance as
                                       Sales Charge as % of:       Sales Charge as % of:         % of Offering Price

                                      Offering    Net Amount      Offering    Net Amount   All Funds Except    Limited Term
           Amount invested              Price      Invested         Price      Invested    Limited Term Bond       Bond

     <S>                                <C>          <C>            <C>          <C>            <C>               <C>  
     Less than $50,000                  4.75%        4.99%          1.50%        1.52%          4.00%             1.25%
     $50,000 but less than $100,000     4.25%        4.44%          1.25%        1.27%          3.75%             1.00%
     $100,000 but less than $250,000    3.75%        3.90%          1.00%        1.10%          3.25%             0.75%
     $250,000 but less than $500,000    2.50%        2.56%          0.75%        0.76%          2.00%             0.50%
     $500,000 but less than $1,000,000  1.50%        1.52%          0.50%        0.50%          1.25%             0.25%
     $1,000,000 or more                 0            0              0            0              0.75%             0.25%
</TABLE>

The  front-end  sales charge is waived on an investment of $1 million or more in
Class A  shares.  There  may be a CDSC on  shares  sold  within 18 months of the
purchase  date.  The CDSC  does not apply to shares  purchased  with  reinvested
dividends or other distributions. The CDSC is calculated as 0.75% (0.25% for the
Limited Term Bond Fund) of the lesser of the current market value or the initial
purchase  price of the shares sold.  The CDSC is waived on shares sold to fund a
Principal  Mutual Fund 401(a) or Principal  Mutual Fund 401(k)  retirement plan,
except  redemptions  which are the result of termination of the plan or transfer
of plan assets.

The CDSC is also waived:
     o   on shares sold to satisfy IRS minimum distribution rules
     o   using a periodic withdrawal plan. (You may sell up to 10% of the value 
         of the shares subject to a CDSC without paying the CDSC.)

In the case of selling some but not all of the shares in an account,  the shares
not subject to a sales charge are redeemed  first.  Other shares are redeemed in
the order purchased (first in, first out).  Shares subject to the CDSC which are
exchanged into another  Principal Mutual Fund continue to be subject to the CDSC
until the CDSC expires.

Broker-dealers that sell Principal Mutual Funds are paid a certain percentage of
the sales  charge in  exchange  for their  services.  At the  option of  Princor
Financial Services Corporation,  the amount paid to a dealer may be more or less
than that shown in the chart  above.  The amount  paid  depends on the  services
provided. Amounts paid to dealers on purchases without an front-end sales charge
are determined by and paid for by Princor.

SALES CHARGE WAIVER OR REDUCTION

Class A shares  of the  Funds may be  purchased  without a sales  charge or at a
reduced  sales  charge.  The Funds  reserve the right to change or stop offering
shares in this  manner at any time for new  accounts  and with 60 days notice to
shareholders of existing accounts.

Waiver of sales charge. A Fund's Class A shares may be purchased without a sales
charge:
     o    by its  Directors,  Principal  Life  and its  subsidiaries  and  their
          employees, officers, directors (active or retired), brokers or agents.
          This also includes their  immediate  family members and trusts for the
          benefit of these individuals;
     o    by the Principal Employees' Credit Union;
     o    by non-ERISA clients of Invista;
     o    by any employee or Registered  Representative (and their employees) of
          an authorized broker-dealer;
     o    through  broker-dealers,   investment  advisors  and  other  financial
          institutions  that have entered into an agreement  with Princor  which
          includes a  requirement  that such  shares be sold for the  benefit of
          clients  participating  in a "wrap  account" or similar  program under
          which clients pay a fee to the  broker-dealer,  investment  advisor or
          financial institution;
     o    by unit  investment  trusts  sponsored  by  Principal  Life and/or its
          subsidiaries or affiliates;
     o    by certain  employee  welfare benefit plan customers of Principal Life
          with Plan Deposit Accounts;
     o    by  participants  who  receive   distributions  from  certain  annuity
          contracts  offered by Principal  Life (except for shares of Tax-Exempt
          Bond Fund);
     o    to the  extent  the  investment  represents  the  proceeds  of a total
          surrender of certain Principal Life issued  unregistered group annuity
          contracts  if  Principal  Life  waives  any  applicable  CDSC or other
          contract surrender charge; and
     o    to the extent the purchase  proceeds  represent a distribution  from a
          terminating  401(a) plan if the  employer or plan  trustee has entered
          into  a  written   agreement   with  Princor   permitting   the  group
          solicitation of employees/participants.  Such purchases are subject to
          the CDSC which applies to purchases of $1 million or more as described
          above.

Class A shares may also be purchased  without a sales charge if your  Registered
Representative has recently become affiliated with a broker-dealer authorized to
sell shares of the Principal Mutual Funds. The following conditions must be met:
     o    your  purchase of Class A shares must take place  within the first 180
          days  of  your  Registered   Representative's   affiliation  with  the
          authorized broker-dealer;
     o    your  investments  must represent the sales proceeds from other mutual
          fund shares (you must have paid a  front-end  sales  charge or a CDSC)
          and the sale must occur within the 180 day period; and
     o    you must indicate on your Principal  Mutual Fund  application that you
          are eligible for waiver of the front-end sales charge.
     o    you must send Princor either:
          o    the check for the sales  proceeds  (endorsed to Principal  Mutual
               Funds) or
          o    a copy of the  confirmation  statement from the other mutual fund
               showing  the sale  transaction.  If you place  your  order to buy
               Principal Mutual Fund shares on the telephone, you must send us a
               copy of the confirmation  within 21 days of placing the order. If
               we do not receive the  confirmation  within 21 days, we will sell
               enough  of your  Class A  shares  to pay the  sales  charge  that
               otherwise would have been charged.

NOTE: Please be aware  that the sale of your other mutual  funds  shares may be
      subject to federal (and state)  income taxes. In addition,  you may pay a
      surrender charge to the other mutual fund.

Ongoing fees. Each Fund pays ongoing operating fees to its Manager,  Underwriter
and others who provide services to the Fund. They reduce the value of each share
you own. See MANAGEMENT,  ORGANIZATION  AND CAPITAL  STRUCTURE and  Distribution
(12b-1) Fees.

Distribution (12b-1) Fees
Each of the Funds  (except  the Cash  Management  Fund for  Class A shares)  has
adopted a Distribution  Plan under Rule 12b-1 of the  Investment  Company Act of
1940.  Under the Plan, the Fund pays a fee to Princor based on the average daily
net  asset  value of the Fund.  These  ongoing  fees pay  expenses  relating  to
distribution  fees for the sale of Fund  shares  and for  services  provided  by
Princor and other  selling  dealers to  shareholders.  Because  they are ongoing
fees, over time they may exceed other types of sales charges.

The maximum 12b-1 fees that may be paid by the Funds on an annual basis are:
     o Class R shares                                                      0.75%
     o Class A shares (except Cash Management and Limited Term Bond Funds) 0.25%
     o Class A shares of the Limited Term Bond Fund                        0.15%

CERTAIN INVESTMENT STRATEGIES AND RELATED RISKS

The Statement of Additional  Information (SAI) contains  additional  information
about investment strategies and their related risks.

Securities and Investment Practices
Equity  securities   include  common  stocks,   preferred  stocks,   convertible
securities  and warrants.  Common stocks,  the most familiar type,  represent an
equity (ownership) interest in a corporation.  Although equity securities have a
history of long-term growth in value, their prices fluctuate based on changes in
a company's financial condition and on overall market and economic conditions.
Smaller companies are especially sensitive to these factors.

Debt  securities  include  bonds and  other  debt  instruments  that are used by
issuers to borrow money from investors. The issuer generally pays the investor a
fixed, variable or floating rate of interest. The amount borrowed must be repaid
at maturity. Some debt securities, such as zero coupon bonds, do not pay current
interest, but are sold at a discount from their face values.

Debt  securities are sensitive to changes in interest  rates.  In general,  bond
prices rise when interest rates fall and fall when interest  rates rise.  Longer
term bonds and zero coupon bonds are generally  more  sensitive to interest rate
changes.

Bond prices are also  affected by the credit  quality of the issuer.  Investment
grade debt  securities  are medium and high quality  securities.  Some bonds may
have  speculative  characteristics  and be  particularly  sensitive  to economic
conditions and the financial condition of the issuers.

Repurchase Agreements and Loaned Securities
Each of the  Principal  Mutual  Funds  may  invest a  portion  of its  assets in
repurchase  agreements.  Repurchase agreements typically involve the purchase of
debt securities from a financial  institution  such as a bank,  savings and loan
association  or  broker-dealer.  A repurchase  agreement  provides that the Fund
sells  back to the  seller  and  that  the  seller  repurchases  the  underlying
securities at a specified price on a specific date. Repurchase agreements may be
viewed as loans by a Fund  collateralized  by the  underlying  securities.  This
arrangement  results  in a fixed  rate of return  that is not  subject to market
fluctuation  while the Fund  holds the  security.  In the event of a default  or
bankruptcy by a selling financial institution, the affected Fund bears a risk of
loss. To minimize such risks,  the Fund enters into  repurchase  agreements only
with large,  well-capitalized and well-established  financial  institutions.  In
addition,  the value of the collateral  underlying  the repurchase  agreement is
always at least equal to the repurchase price, including accrued interest.

Each of the Principal  Mutual Funds,  except the Capital Value,  Growth and Cash
Management   Funds,   may  lend  its  portfolio   securities   to   unaffiliated
broker-dealers and other unaffiliated qualified financial institutions.

Currency Contracts
The  International,  International  Emerging Markets and International  SmallCap
Funds may each enter into forward currency contracts, currency futures contracts
and options,  and options on  currencies  for hedging and other  non-speculative
purposes. A forward currency contract involves a privately negotiated obligation
to purchase  or sell a specific  currency at a future date at a price set in the
contract.  A Fund will not hedge currency exposure to an extent greater than the
aggregate  market  value of the  securities  held or to be purchased by the Fund
(denominated or generally quoted or currently convertible into the currency).

Hedging is a technique used in an attempt to reduce risk. If a Fund's Manager or
Sub-Advisor hedges market conditions incorrectly or employs a strategy that does
not correlate well with the Fund's investment,  these techniques could result in
a loss,  regardless  of whether  the intent  was to reduce  risk or to  increase
return. These techniques may increase the volatility of a Fund and may involve a
small  investment  of cash  relative to the  magnitude of the risk  assumed.  In
addition,  these  techniques  could  result in a loss if the other  party to the
transaction  does not perform as  promised.  Additionally,  there is the risk of
government  action through exchange  controls that would restrict the ability of
the Fund to deliver or receive currency.

Forward Commitments
Each of the  Income-Oriented  Funds and the Balanced Fund may enter into forward
commitment agreements.  These agreements call for the Fund to purchase or sell a
security on a future date at a fixed  price.  Each of these Funds may also enter
into  contracts  to sell its  investments  either  on  demand  or at a  specific
interval.

Warrants
Each of the Funds (except Cash Management and Government  Securities Income) may
invest up to 5% of its assets in  warrants.  Up to 2% of a Fund's  assets may be
invested  in  warrants  which are not listed on either the New York or  American
Stock  Exchanges.  For the  International,  International  Emerging  Markets and
International  SmallCap  Funds,  the 2% limitation  also applies to warrants not
listed on the Toronto Stock and Chicago Board Options Exchanges.

Risks of High Yield Securities
The Balanced, Bond, and High Yield Funds may, to varying degrees, invest in debt
securities  rated  lower  than BBB by S&P or Baa by  Moody's  or, if not  rated,
determined  to be of  equivalent  quality by the Manager.  Such  securities  are
sometimes  referred  to as  high  yield  or  "junk  bonds"  and  are  considered
speculative.

Investment in high yield bonds  involves  special risks in addition to the risks
associated with investment in high rated debt  securities.  High yield bonds may
be regarded as predominantly speculative with respect to the issuer's continuing
ability to meet principal and interest payments.  Moreover, such securities may,
under certain circumstances, be less liquid than higher rated debt securities.

Analysis of the creditworthiness of issuers of high yield securities may be more
complex  than for issuers of higher  quality debt  securities.  The ability of a
Fund to achieve its investment objective may, to the extent of its investment in
high yield bonds, be more dependent on such creditworthiness analysis than would
be the case if the Fund were investing in higher quality bonds.

High yield bonds may be more  susceptible to real or perceived  adverse economic
and competitive  industry conditions than higher grade bonds. The prices of high
yield bonds have been found to be less  sensitive to interest  rate changes than
more highly rated investments,  but more sensitive to adverse economic downturns
or  individual  corporate  developments.  If the  issuer  of  high  yield  bonds
defaults, a Fund may incur additional expenses to seek recovery.

The  secondary  market on which high yield  bonds are traded may be less  liquid
than the market for higher grade bonds.  Less liquidity in the secondary trading
market could adversely  affect the price at which a Fund could sell a high yield
bond and could adversely affect and cause large  fluctuations in the daily price
of the Fund's shares. Adverse publicity and investor perceptions, whether or not
based on  fundamental  analysis,  may decrease  the value and  liquidity of high
yield bonds, especially in a thinly traded market.

The use of credit ratings for evaluating high yield bonds also involves  certain
risks. For example, credit ratings evaluate the safety of principal and interest
payments,  not the market value risk of high yield bonds.  Also,  credit  rating
agencies  may fail to  change  credit  ratings  in a timely  manner  to  reflect
subsequent  events.  If a credit rating agency changes the rating of a portfolio
security held by a Fund,  the Fund may retain the security if the Manager thinks
it is in the best interest of shareholders.

Options
Each of the Funds (except Capital Value, Cash Management and Growth) may buy and
sell certain types of options. Each type is more fully discussed in the SAI.

Foreign Securities
Each of the  following  Funds may invest in foreign  securities  (securities  of
non-U.S.  companies) to the indicated percentage of its assets. (Debt securities
issued in the United States pursuant to a registration  statement filed with the
Securities  and Exchange  Commission  are not treated as foreign  securities for
purposes of these limitations.)
     o    International,   International   Emerging  Markets  and  International
          SmallCap Funds - 100%;
     o    Real Estate Fund - 25%;
     o    Balanced,  Blue Chip, Bond, Capital Value, Growth, High Yield, Limited
          Term Bond, MidCap, SmallCap and Utilities Funds - 20%.
     o    The Cash Management Fund does not invest in foreign  securities  other
          than those that are United  States dollar  denominated.  All principal
          and interest  payments  for the security are payable in U.S.  dollars.
          The interest rate, the principal amount to be repaid and the timing of
          payments  related to the  security do not vary or float with the value
          of a  foreign  currency,  the rate of  interest  on  foreign  currency
          borrowings  or with any other  interest  rate or index  expressed in a
          currency other than U.S. dollars.

Investment in foreign securities presents certain risks including:  fluctuations
in currency exchange rates, revaluation of currencies, the imposition of foreign
taxes, future political and economic developments including war, expropriations,
nationalization, the possible imposition of currency exchange controls and other
foreign  governmental  laws or restrictions.  In addition,  there may be reduced
availability  of public  information  concerning  issuers  compared  to domestic
issuers.  Foreign  issuers  are not  generally  subject to  uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements that apply to domestic issuers.  Transactions in foreign securities
may be subject to higher costs. Each Fund's investment in foreign securities may
also result in higher  custodial  costs and the costs  associated  with currency
conversions.

Securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers.  Foreign securities markets,
particularly  those in emerging market  countries,  are known to experience long
delays between the trade and settlement dates of securities  purchased and sold.
Such  delays may result in a lack of  liquidity  and greater  volatility  in the
price of securities on those markets.  As a result of these factors,  the Boards
of Directors of the Funds have adopted Daily  Pricing and  Valuation  Procedures
for the Funds.  These procedures outline the steps to be followed by the Manager
and  Sub-Advisor  to  establish  a  reliable  market or fair value if a reliable
market value is not available  through normal market  quotations.  The Executive
Committee of the Boards of Directors oversees this process.

Euro Conversion.  A new European currency was introduced on January 1, 1999. The
new  currency  is called the  "euro." It is  expected  to be  utilized by eleven
European  countries.  The eleven countries are members of the European  Economic
Monetary Union (EMU).  Because of the euro's  introduction,  European securities
will undergo a  redenomination  period  which may result in  otherwise  unlikely
accounting differences and tax consequences.  Further uncertainty exists because
not all EMU members, including the United Kingdom, will officially implement the
euro on January 1, 1999.

Securities of Smaller Companies
The  International  SmallCap,  MidCap and SmallCap Funds invest in securities of
companies with small- or mid-sized market capitalizations. Market capitalization
is defined as total  current  market  value of a  company's  outstanding  common
stock.  Investments in companies with smaller market capitalizations may involve
greater risks and price volatility (wide,  rapid  fluctuations) than investments
in larger,  more mature  companies.  Smaller  companies  may be less mature than
larger companies.  At this earlier stage of development,  the companies may have
limited  product  lines,  reduced  market  liquidity for their  shares,  limited
financial  resources or less depth in management than larger or more established
companies.  Small companies also may be less significant within their industries
and may be at a competitive  disadvantage  relative to their larger competitors.
While smaller  companies may be subject to these additional risks, they may also
realize more substantial growth than larger or more established companies.

Unseasoned Issuers
The Funds may invest in the securities of unseasoned issuers. Unseasoned issuers
are  companies  with a record of less than  three  years  continuous  operation,
including the operation of predecessors and parents. Unseasoned issuers by their
nature have only a limited  operating  history which can be used for  evaluating
the companies  growth  prospects.  As a result,  investment  decisions for these
securities may place a greater  emphasis on current or planned product lines and
the reputation  and experience of the companies  management and less emphasis on
fundamental  valuation  factors  than would be the case for more  mature  growth
companies.  In addition, many unseasoned issuers also may be small companies and
involve the risks and price volatility associated with smaller companies.

Temporary Defensive Measures
For  temporary  defensive  purposes  in  times  of  unusual  or  adverse  market
conditions, the Growth-Oriented Funds, the Bond and Limited Term Bond Funds, may
invest  without  limit in cash  and cash  equivalents.  For this  purpose,  cash
equivalents include: bank certificates of deposit, bank acceptances,  repurchase
agreements,  commercial  paper,  and  commercial  paper  master  notes which are
floating rate debt instruments without a fixed maturity. In addition, a Fund may
purchase  U.S.  Government  securities,  preferred  stocks and debt  securities,
whether or not convertible into or carrying rights for common stock.

Portfolio Turnover
"Portfolio  Turnover" is the term used in the industry for  measuring the amount
of trading that occurs in a Fund's  portfolio  during the year.  For example,  a
100%  turnover  rate means that on average  every  security in the portfolio has
been replaced once during the year.

Funds with high  turnover  rates (more than 100%) often have higher  transaction
costs (which are paid by the Fund) and may generate short-term capital gains (on
which you pay taxes even if you don't sell any of your shares  during the year).
You can find the  turnover  rate for each Fund,  except for the Cash  Management
Fund, in the Fund's Financial Highlights table.

Please consider all the factors when you compare the turnover rates of different
funds. A fund with  consistently  higher total returns and higher turnover rates
than another fund may actually be achieving better performance precisely because
the  managers  are  active  traders.  You  should  also be aware that the "total
return" line in the Financial  Highlights  already includes  portfolio  turnover
costs.

MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

The Manager

Principal  Management  Corporation (the "Manager") serves as the manager for the
Principal  Mutual Funds.  In its handling of the business  affairs of each Fund,
the Manager provides clerical, recordkeeping and bookkeeping services, and keeps
the financial and  accounting  records  required for the Funds.  The Manager has
signed sub-advisory  agreements with Invista for portfolio  management functions
for the  Growth-Oriented  Funds  (except the Real Estate Fund),  the  Government
Securities  Income Fund and the Limited Term Bond Fund. The Manager  compensates
Invista for its subadvisory  services as provided in the  Subadvisory  Agreement
between  Invista  and the  Manager.  The  Manager  may  periodically  reallocate
management fees between itself and Invista.

The Manager is a subsidiary of Principal Life Insurance Company.  It has managed
mutual  funds since  1969.  As of December  31,  1998,  the Funds it managed had
assets of  approximately  $5.9  billion.  The  Manager's  address  is  Principal
Financial Group, Des Moines, Iowa 50392-0200.

Invista is also a  subsidiary  of  Principal  Life  Insurance  Company and is an
affiliate  of the Manager.  Invista has managed  investments  for  institutional
investors,  including  Principal  Life,  since 1985. As of December 31, 1998, it
managed  assets of  approximately  $31  billion.  Invista's  address is 1800 Hub
Tower, 699 Walnut, Des Moines, Iowa 50309.

The  Manager  or  Invista  provides  the  Board  of  Directors  of  each  Fund a
recommended  investment program. Each program must be consistent with the Fund's
investment  objective and policies.  Within the scope of the approved investment
program, the Manager or Invista advises each Fund on its investment policies and
determines which securities are bought and sold, and in what amounts.

The Manager is paid a fee by each Fund for its services,  which includes any fee
paid to Invista. The fee paid by each Fund (as a percentage of the average daily
net assets) for the fiscal year ended October 31, 1998 was:

     Balanced                                    0.59%
     Blue Chip                                   0.48%
     Bond                                        0.48%
     Capital Value                               0.38%
     Cash Management                             0.38%
     Government Securities Income                0.46%
     Growth                                      0.41%
     High Yield                                  0.60%
     International                               0.68%
     International Emerging Markets              1.25%
     International SmallCap                      1.20%
     Limited Term Bond                           0.50%
     MidCap                                      0.56%
     Real Estate                                 0.89%
     SmallCap                                    0.75%
     Utilities                                   0.60%

PRICING OF FUND SHARES

Each Fund's  shares are bought and sold at the current  share  price.  The share
price of each Class of shares of each Fund is  calculated  each day the New York
Stock  Exchange is open.  The share price is determined at the close of business
of the Exchange  (normally at 3:00 p.m. Central Time). When Princor receive your
order to buy or sell shares,  the share price used to fill the order is the next
price calculated after the order is placed.

For all Funds,  except the Cash  Management  Fund, the share price is calculated
by:
     o    taking the current market value of the total assets of the Fund
     o    subtracting liabilities of the Fund
     o    dividing the remainder proportionately into the Classes of the Fund
     o    subtracting the liabilities of each Class
     o    dividing  the  remainder  by the total  number of shares owned by that
          Class.

The  securities of the Cash  Management  Fund are valued at amortized  cost. The
calculation  procedure is described in the Statement of Additional  Information.
The Cash Management Fund reserves the right to determine a share price more than
once a day.

NOTES:
     o   If current market values are not readily available for a security,  its
         fair value is determined  using a policy adopted by the Fund's Board of
         Directors.
     o   A Fund's securities may be traded on foreign  securities  markets which
         generally complete trading at various times during the day prior to the
         close of the New York Stock Exchange.  The values of foreign securities
         used in computing  share price are  determined  at the time the foreign
         market  closes.  Occasionally,  events  affecting  the value of foreign
         securities  occur  when the  foreign  market is closed and the New York
         Stock  Exchange is open.  If the Manager  believes  the market value is
         materially  affected,  the share  price  will be  calculated  using the
         policy adopted by the Fund.

     o   Certain securities issued by companies in emerging market countries may
         have more than one quoted  valuation at any point in time. These may be
         referred to as a local price and a premium price.  The premium price is
         often a negotiated price that may not consistently represent a price at
         which  a  specific  transaction  can  be  effected.  The  international
         growth-oriented  funds each have a policy to value such securities at a
         price at which the  Manager or  Sub-Advisor  expects  the shares may be
         sold.

DIVIDENDS AND DISTRIBUTIONS

The  Growth-Oriented  and  Income-Oriented  Funds pay most of their net dividend
income to you every year. The payment schedule is:
<TABLE>
         <S>                                          <C>                                  <C>
         Funds                                        Record Date                          Payable Date
         Balanced, Blue Chip,                         three business days before           March 24, June 24,
         Real Estate and                              each payable date                    September 24 and December 24
         Utilities                                                                         (or previous business day)

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

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

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

Net realized  capital gains,  if any, are  distributed  annually.  Generally the
distribution is made on the fourth  business day of December.  Payments are made
to  shareholders  of record on the third business day prior to the payable date.
Capital gains may be taxable at different rates, depending on the length of time
that the Fund holds it assets.

You can authorize income dividend and capital gain distributions to be:
    o  invested in additional shares of the Fund you own without a sales charge;
    o  invested in shares of another  Principal  Mutual Fund (Dividend  Relay)
       without a sales charge (distributions of a Fund may be directed only to
       one receiving Fund); or
    o  paid in cash.

NOTE: Payment of income dividends and capital gains shortly after you buy shares
      has the effect of reducing the share price by the amount of the payment.

      Distributions  from a Fund,  whether  received in cash or reinvested in
      additional shares, may be subject to federal (and state) income tax.

Money Market Fund
The Cash  Management  Fund  declares  dividends of all its daily net  investment
income  each day its shares are  priced.  The  dividends  are paid daily and are
automatically reinvested back into additional shares of the Fund. You may ask to
have your dividends paid to you monthly in cash. These cash payments are made on
the 20th (or  preceding  business day if the 20th is not a business day) of each
month.

Under normal circumstances,  the Fund intends to hold portfolio securities until
maturity and value them at amortized cost.  Therefore,  the Fund does not expect
any capital  gains or losses.  Should  there be any gain,  it could result in an
increase in dividends. A capital loss could result in a dividend decrease.

HOW TO BUY SHARES

To open an account and buy fund shares, rely on your Registered  Representative.
Principal  Mutual  Funds are "load" funds which means you pay a sales charge for
the ongoing assistance of your Registered Representative.

Fill out the  Principal  Mutual Fund or  Principal  Mutual Fund IRA  application
     completely.  You must  include:  
     o    the name(s) you want to appear on the account;
     o    the Principal Mutual Fund(s) you want to invest in;
     o    the amount of the investment;
     o    your Social Security number or Taxpayer I.D. number;
     o    investor  information  (used to help  your  Registered  Representative
          confirm that your  investment  selection is consistent with your goals
          and circumstances) ;
     o    employer information; and
     o    other required information (may include corporate  resolutions,  trust
          agreements, etc.).

Each Fund requires a minimum initial investment:
     o   Regular Accounts                          $1,000
     o   Uniform Transfer to Minor Accounts          $500
     o   IRA Accounts                                $500

Subsequent  investment  minimums are $100 per Fund.  However, if your subsequent
investment are made using an Automatic  Investment Plan, the investment  minimum
is $50 per Fund. (See Establish an Automatic Investment Plan).

NOTE:    The  minimum  investment  applies  on a fund  level,  not on the  total
         investment  being made.  Minimums may be waived on accounts set up for:
         certain employee benefit plans;  Principal Mutual Fund asset allocation
         programs;  Automatic  Investment  Plans;  and Cash Management  Accounts
         (with Delaware Charter Guarantee and Trust Company as trustee).

Invest by mail:
      o  Send a check and completed application to:
                  Principal Mutual Funds
                  P. O. Box 10423
                  Des Moines Iowa 50306-9780

      o  Make your check payable to Principal Mutual Funds.
      o  Your purchase will be priced at the next share price  calculated  after
         Principal Mutual Funds receives your completed paperwork.

Order by telephone:
     o    Call us at 1-800-247-4123 between 7:00 a.m. and 7:00 p.m. Central Time
          on any day that the New York Stock Exchange is open.
     o    To buy shares the same day, you need to call before 3:00 p.m.  Central
          Time.
     o    We must receive your payment for the order within three  business days
          (or the order will be canceled and you may be liable for any loss).
     o    For new accounts, you also need to send a completed application.

Wire money from your bank:
     o   Have  your  Registered   Representative  call  Principal  Mutual  Funds
         (1-800-247-4123) for an account number and wiring instructions.

     o    For both initial and  subsequent  purchases,  federal  funds should be
          wired to:
                  Norwest Bank Iowa, N.A.
                  Des Moines, Iowa 50309
                  ABA No.: 073000228
                  For credit to: Principal Mutual Funds
                  Account No.: 3000499968
                  For credit: Principal ________ Fund, Class ____
                  Shareholder Account No. __________________
                  Shareholder Registration __________________

     o    Give the number and instructions to your bank (which may charge a wire
          fee).
     o    To buy shares the same day, the wire must be received before 3:00 p.m.
          Central Time.
     o   No wires are  accepted  on days  when the New York  Stock  Exchange  is
         closed or when the  Federal  Reserve is closed  (because  the bank that
         would receive your wire is closed).

Establish an Automatic Investment Plan
     o    Make regular monthly  investments with automatic  deductions from your
          bank or other financial institution account.
     o    Minimum  investment  amounts  are  waived  if you set up an  Automatic
          Investment Plan when you open your account.
     o    Minimum monthly purchase $50 per Fund (except Cash Management Fund).
     o    Cash Management Fund minimum monthly purchase is $100. However, if the
          Cash  Management  account is greater  than $1,000 when the plan is set
          up, the monthly minimum is $50.
     o    Send completed application,  check authorization form and voided check
          (or voided deposit slip) to:
              Principal Mutual Funds
              P. O. Box 10423
              Des Moines Iowa 50306-9780

Set up a Dividend Relay
     o    Invest your dividends and capital gains from one Principal Mutual Fund
          in shares of another Principal Mutual Fund.
     o    Distributions from a Fund may be directed only to one receiving Fund.
     o    The Fund share class  receiving the investment  must be the same class
          as the originating Fund.
     o    There is no sales  charge or  administrative  charge for the  Dividend
          Relay.
     o    You can set up Dividend Relay:
          o    on the application for a new account; or
          o    by calling Principal Mutual Funds  (1-800-247-4123)  if telephone
               services apply to the originating account; or
          o    in writing (a signature guarantee may be required).
     o    You may discontinue your Dividend Relay election with a written notice
          to Principal Mutual Funds.
     o    There may be a delay of up to 10 days before the  Dividend  Relay plan
          is discontinued.
     o    The receiving Fund must meet fund  minimums.  If it does not, the Fund
          reserves the right to close the account if it is not brought up to the
          minimum  investment  amount within 90 days of sending you a deficiency
          notice.

HOW TO SELL SHARES

After you place a sell  order in proper  form,  shares  are sold  using the next
share price calculated. The amount you receive will be reduced by any applicable
CDSC. There is no additional charge for a sale.  However,  you will be charged a
$6 wire fee if you have the sale  proceeds  wired to your bank.  Generally,  the
sale  proceeds  are sent out on the next  business  day after the sell order has
been placed. At your request,  the check will be sent overnight (a $15 overnight
fee will be deducted from your account unless other  arrangements are made). The
Fund can only sell  shares  after your  check  making  the Fund  investment  has
cleared  your bank.  To avoid the  inconvenience  of a delay in  obtaining  sale
proceeds,  shares  may be  purchased  with a  cashier's  check,  money  order or
certified check. A sell order from one owner is binding on all joint owners.

Your request for a distribution from your IRA must be in writing. You may obtain
a distribution form by telephoning us  (1-800-247-4123) or writing to Princor at
P.O. Box 10423, Des Moines,  Iowa 50309.  Distributions from an IRA may be taken
as:
     o   lump sum of the entire interest in the IRA,
     o   partial interest in the IRA, or
     o   periodic  payments of either a fixed  amount of amounts  based on 
          certain life expectancy calculations.

Tax penalties may apply to distributions  before the IRA participant reaches age
50 1/2.

Selling  shares may create a gain or a loss for federal  (and state)  income tax
purposes.  You should maintain accurate records for use in preparing your income
tax returns.

Generally, sales proceeds checks are:
     o    payable  to all  owners  on  the  account  (as  shown  in the  account
          registration) and
     o    mailed to address on the account (if not changed within last month) or
          previously authorized bank account.

For  other   payment   arrangements,   please  call   Principal   Mutual   Funds
(1-800-247-4123).

You  should  also call  Principal  Mutual  Funds  (1-800-247-4123)  for  special
instructions that may apply to sales from accounts:
     o    when an owner has died;
     o    for certain employee benefit plans, or
     o    owned by corporations, partnerships, agents or fiduciaries.

Within 60 days after the sale of shares,  the amount of the sale proceeds can be
reinvested  in any  Principal  Mutual  Funds'  Class R shares (or Class A shares
acquired by  conversion  of Class R shares  into Class A shares).  This is a one
time  privilege that permits you to reinvest the amount of the sales proceeds in
shares of the same  Class of shares of the  Funds  without a sales  charge.  The
transaction  is  considered a sale for federal  (and state)  income tax purposes
even if the  proceeds  are  reinvested.  If a loss is realized on the sale,  the
reinvestment  may  be  subject  to  the  "wash  sale"  rules  resulting  in  the
postponement of the recognition of the loss for tax purposes.

Sell shares by mail
     o    Send a letter or distribution form (call us at 1-800-247-4123  for the
          form) which is signed by the owner of the account to:
                  Principal Mutual Funds
                  P. O. Box 10423
                  Des Moines Iowa 50306-9780
     o    Specify the Fund and account number.
     o    Specify the number of shares or the dollar amount to be sold.
     o    A signature guarantee* will be required if the:
          o    sell order is for more than $100,000;
          o    account  address  has been  changed  within one month of the sell
               order; or
          o    check is payable to a party other than the account shareholder(s)
               or Principal Life Insurance Company.

              *   If  required,   the  signature(s)  must  be  guaranteed  by  a
                  commercial  bank,  trust  company,  credit union,  savings and
                  loan, national securities exchange member or brokerage firm. A
                  signature guaranteed by a notary public or savings bank is not
                  acceptable.

Sell shares in amounts of $100,000 or less by telephone* (1-800-247-4123)
     o    Address on account  must not have been  changed  within the last month
          and  telephone  privileges  must apply to the  account  from which the
          shares are being sold.
     o    If our phone  lines are busy,  you may need to send in a written  sell
          order.
     o    To sell shares the same day,  the order must be  received  before 3:00
          p.m. Central Time.
     o    Telephone  privileges  are not available  for  Principal  Mutual Funds
          IRAs, 403(b)s,  certain employee benefit plans, or on shares for which
          certificates have been issued.
     o    If previously  authorized,  checks can be sent to a shareholder's U.S.
          bank  account.  Shares  in IRA  accounts  may  not be  sold  over  the
          telephone.

         *    The Fund and transfer agent reserve the right to refuse  telephone
              orders  to sell  shares.  The  shareholder  is  liable  for a loss
              resulting  from  a  fraudulent   telephone  order  that  the  Fund
              reasonably  believes  is  genuine.  Each Fund will use  reasonable
              procedures to assure  instructions are genuine.  If the procedures
              are  not  followed,  the  Fund  may  be  liable  for  loss  due to
              unauthorized or fraudulent  transactions.  The procedures include:
              recording  all   telephone   instructions,   requesting   personal
              identification  information (name,  phone number,  social security
              number,  birth date, etc.) and sending written confirmation to the
              address on the account.

Sell shares by checkwriting (Class A shares of Cash Management Fund only)
     o    Checkwriting  must be  elected on  initial  application  or by written
          request to Principal Mutual Funds.
     o    The Fund  can only  sell  shares  after  your  check  making  the Fund
          investment has cleared your bank.
     o    Checks must be written for at least $100.
     o    Checks are drawn on Norwest Bank Iowa,  N.A. and its rules  concerning
          checking accounts apply.
     o    If the account does not have  sufficient  funds to cover the check, it
          is marked  "Insufficient  Funds"  and  returned  (the Fund may  revoke
          checkwriting  on accounts  on which  "Insufficient  Funds"  checks are
          drawn).
     o    Accounts may not be closed by withdrawal  check (accounts  continue to
          earn  dividends  until checks clear and the exact value of the account
          is not known until the check is received by Norwest).
     o    Not available for Principal Mutual Funds IRAs, 403(b)s, SEPs, SIMPLES,
          SAR-SEPs or certain employee benefit plans or shares subject to a CDSC
          or on shares for which a certificate has been issued.

Periodic withdrawal plan
You may set up a periodic withdrawal plan
     o    on a monthly, quarterly, semiannual or annual basis to:
          o    sell a fixed number of sales ($25 initial minimum amount),
          o    sell  enough  shares  to  provide a fixed  amount  of money  ($25
               initial minimum amount).
          o    pay insurance or annuity  premiums or deposits to Principal  Life
               Insurance Company (call us at 1-800-247-4123 for details), and
          o    to provide an easy method of making monthly installment  payments
               (if the service is available  from your  creditor who must supply
               the necessary forms).

You can set up a periodic withdrawal plan by:
     o    completing the applicable section of the application; or
     o    sending us your written  instructions (and share certificate,  if any,
          issued for the account).

Your periodic  withdrawal  plan continues  until 
     o    you instruct us to stop, or
     o    your Fund account is exhausted.

When you set up the withdrawal plan, you select which day you want the sale made
(if none  selected,  the sale  will be made on the  15th of the  month).  If the
selected date is not a trading day, the sale will take place on the next trading
day (if that day falls in the month after your selected  date,  the  transaction
will take place on the trading  day before your  selected  date).  If  telephone
privileges  apply  to the  account,  you  may  change  the  date  or  amount  by
telephoning us at 1-800-247-4123.

Withdrawal  payments are sent on or before the third business day after the date
of the sale. Sales made under your periodic  withdrawal plan will reduce and may
eventually  exhaust  your  account.  The Funds do not normally  accept  purchase
payments for shares of any Fund except the Cash Management Fund while a periodic
withdrawal  plan is in effect  (unless the  purchase  represents  a  substantial
addition to your account).

The Fund from which the periodic  withdrawal is made makes no  recommendation as
to either the number of shares or the fixed amount that you withdraw.

HOW TO  EXCHANGE SHARES AMONG PRINCIPAL FUNDS

Your shares in the Funds.  The purchase date of the exchanged  shares is used to
measure  the  length of time you have owned the  acquired  shares.  The  minimum
amount that may be  exchanged  into any  Principal  Mutual Fund must be at least
$300 on an annual basis.

You may exchange shares by:
     o    calling us  (1-800-247-4123),  if you have telephone privileges on the
          account and if
          o    the amount of the exchange is $500,000 or less, and
          o    no share certificate has been issued.
     o    sending a written request to
                  Principal Mutual Funds
                  P. O. Box 10423
                  Des Moines, Iowa 50306-9780
     o    completing an Exchange  Authorization  Form (call us at 1-800-247-4123
          to obtain the form).

Automatic exchange election.
This election  authorizes an exchange from one Principal  Mutual Fund to another
on a monthly, quarterly, semiannual or annual basis. You can set up an automatic
exchange by:
     o    completing the Automatic Exchange Election section of the application;
     o    by calling us  (1-800-247-4123)  if telephone  privileges apply to the
          account from which the exchange is to be made, or
     o    sending us your written instructions.

Your automatic exchange continues until:
     o   you instruct us to stop, or
     o   your Fund account is exhausted.

You may specify the day of the  exchange.  If the  selected day is not a trading
day,  the sale will take place on the next trading day (if that day falls in the
month after your selected date, the  transaction  will take place on the trading
day before your selected  date). If telephone  privileges  apply to the account,
you may change the date or amount by telephoning us at 1-800-247-4123.

General
     o   An exchange by any joint owner is binding on all joint owners.
     o   If you do not  have  an  existing  account  in the  Fund to  which  the
         exchange is being made, a new account is  established.  The new account
         has the same owner(s),  dividend and capital gain options and dealer of
         record as the account from which the shares are being exchanged.
     o All  exchanges  are subject to the  minimum  investment  and  eligibility
     requirement of the Fund being acquired.  o You may acquire shares of a Fund
     only if its shares are legally  offered in your state of residence.  o If a
     certificate  has been  issued,  it must be  returned to the Fund before the
     exchange can take place.

The  exchange  privilege  is not  intended  for  short-term  trading.  Excessive
exchange  activity may interfere with  portfolio  management and have an adverse
impact on all shareholders.  In order to limit excessive exchange activity,  and
under  other  circumstances  where  the  Board of  Directors  of the Fund or the
Manager  believes it is in the best interest of the Fund,  the Fund reserves the
right to revise or terminate the exchange privilege,  limit the amount or number
of exchanges, reject any exchange or close the account. You would be notified of
any such action to the extent required by law.

Fund shares  used to fund an employee  benefit  plan may be  exchanged  only for
shares of other Principal Mutual Funds available to employee benefit plans. Such
an exchange  must be made by following the  procedures  provided in the employee
benefit  plan and the written  service  agreement.  The exchange is treated as a
sale of shares for federal  income tax purposes and may result in a capital gain
or loss.  Income tax rules  regarding the  calculation of cost basis may make it
undesirable in certain  circumstances to exchange shares within 90 days of their
purchase.

GENERAL INFORMATION ABOUT A FUND ACCOUNT

Statements
You  will  receive  quarterly   statements  (monthly  statements  for  the  Cash
Management  Fund) for the Funds you own The  statements  provide  the number and
value of shares you own, transactions during the quarter,  dividends declared or
paid and other information.  The year end statement includes information for all
transactions  that took place during the year.  Please review your  statement as
soon as your  receive  it.  Keep  your  statements  as you may need them for tax
reporting purposes.

Generally,  each time you buy, sell or exchange shares between  Principal Mutual
Funds,  you will  receive a  confirmation  in the mail  shortly  thereafter.  It
summarizes all the key  information;  what you bought or sold, the amount of the
transaction,  and other vital data. The Cash Management Fund mails confirmations
only once a month detailing dividend and account activity.

Certain purchases and sales are only included on your quarterly statement. These
     include accounts 
     o    when the only activity during the quarter:
          o    is purchase of shares from  reinvested  dividends  and/or capital
               gains;
          o    is a result of Dividend Relay;
          o    purchases under a Automatic Investment Plan;
          o    sales under a periodic withdrawal plan; and
          o    purchases or sales under an automatic exchange election.
     o    used to fund  certain  individual  retirement  or  individual  pension
          plans.
     o    established under a payroll deduction plan.

Signature Guarantees
Certain transactions require that your signature be guaranteed. If required, the
signature(s)  must be guaranteed by a commercial  bank,  trust  company,  credit
union,  savings and loan, national securities exchange member or brokerage firm.
A signature  guaranteed  by a notary  public or savings bank is not  acceptable.
Signature guarantees are required:
     o    if you sell more than $100,000 from any one Fund;
     o    if a sales  proceeds  check  is  payable  to other  than  the  account
          shareholder(s),  Principal  Life  Insurance  Company  or  one  of  its
          affiliates;
     o    to make a Dividend Relay election from an account with joint owners to
          an account with only one owner or different joint owners;
     o    to change ownership of an account;
     o    to add telephone transaction services to an existing account;
     o    to  change  bank  account  information  designated  under an  existing
          telephone withdrawal plan;
     o    to have a sales  proceeds  check  mailed to an address  other than the
          address on the account or to the address on the account if it has been
          changed within the preceding month; and
     o    to add wire privileges to an existing account.

Minimum Account Balance
Generally,  the Funds do not have a minimum  required  balance.  Because  of the
disproportional  high cost of maintaining small accounts,  the Funds reserve the
right to set a minimum  and sell all shares in an  account  with a value of less
than $300. The sales  proceeds  would then be mailed to you.  These  involuntary
sales will not be triggered just by market conditions.  If a Fund exercises this
right,  you will be notified that the  redemption is going to be made.  You will
have 30 days to make an additional  investment  and bring your account up to the
required minimum. The Funds reserve the right to increase the required minimum.

Special Plans
The Funds reserve the right to amend or terminate the special plans described in
this  prospectus.  Such plans  include  automatic  investment,  dividend  relay,
periodic  withdrawal,  and waiver or  reduction  of sales  charges  for  certain
purchasers.  You will be notified  of any such action to the extent  required by
law.

Telephone Orders
The Principal  Mutual Funds reserve the right to refuse telephone orders to sell
shares.  You are liable for a loss resulting from a fraudulent  telephone  order
that we  reasonably  believe is genuine.  We will use  reasonable  procedures to
assure instructions are genuine.  If the procedures are not followed,  we may be
liable for loss due to unauthorized or fraudulent  transactions.  The procedures
include:    recording   all   telephone   instructions,    requesting   personal
identification  information (name, phone number,  social security number,  birth
date,  etc.) and sending written  confirmation to the  shareholder's  address of
record.

Year 2000 Readiness Disclosure
The business  operations  of the Funds  depend on computer  systems that contain
date fields.  These systems  include  securities  transfer agent  operations and
securities  pricing systems.  Many of these systems were constructed using a two
digit date field to  represent  the date.  Unless  these  systems are changed or
modified,  they may not be able to distinguish  the Year 1900 from the Year 2000
(commonly referred to as the Year 2000 Problem).

When the Year 2000 arrives, the Funds' operations could be adversely affected if
the computer systems used by the Manager,  the service providers and other third
parties it does  business  with are not Year 2000  compliant.  For example,  the
Funds' portfolios and operational areas could be impacted,  included  securities
pricing,  dividend and interest  payments,  shareholder  account  servicing  and
reporting  functions.  In  addition,  a Fund could  experience  difficulties  in
transactions  if foreign  broker-dealers  or foreign  markets  are not Year 2000
compliant.

The Manager  relies on public  filings and other  statements  made by  companies
about  their  Year 2000  readiness.  Issuers in  countries  outside of the U.S.,
particularly  in  emerging  countries,  may not be  required  to make  the  same
disclosures  about their readiness as are required in the U.S. It is likely that
if a company a Fund invests in is adversely affected by Year 2000 problems,  the
price of its securities will also be negatively impacted. A decrease in value of
one or more of a Fund's securities will decrease that Fund's share price.

In  addition,  the  Manager  and  affiliated  service  providers  are working to
identify their Year 2000 problems and taking steps they reasonably  believe will
address these  issues.  This process  began in 1996 with the  identification  of
product vendors and service providers as well as the internal systems that might
be impacted.

At this time, testing of internal systems has been completed. The Manager is now
participating  in  a  corporate-wide   initiative  lead  by  senior   management
representatives  of Principal  Life.  Currently  they are engaged in  regression
testing of internal  programs.  They are also  participating  in  development of
contingency plans in the event that Year 2000 problems develop and/or persist on
or after January 1, 2000.  This plan is scheduled to be completed in March 1999.
The contingency plan calls for:
     o    identification of business risks;
     o    consideration  of alternative  approaches to critical  business risks;
          and
     o    development of action plans to address problems.

Other important Year 2000 initiatives include:
     o    the service  provider for our transfer  agent system has renovated its
          code.  Client  testing will occur in the first and second  quarters of
          1999.  The service  provider  is also  participating  in a  securities
          industry wide testing program that is scheduled to be completed by the
          end of April 1999;
     o    the  securities  pricing  system  we use has  renovated  its  code and
          conducted client testing in June 1998;
     o    Facilities  Management of Principal  Life has  identified  non-systems
          issues (heat,  lights,  water,  phone, etc.) and is working with these
          service providers to ensure continuity of service; and
     o    the Manager  and other  areas of  Principal  Life have  contacted  all
          vendors with which we do business to receive  assurances that they are
          able to deal with any Year 2000 problems. We continue to work with the
          vendors to identify any areas of risk.

In its budget for 1999 and 2000,  the Manager has estimated  expenses of between
$100,000 and $500,000 to deal with Year 2000 issues.

Financial Statements
You will receive an annual  financial  statement for the Funds,  examined by the
Funds'  independent  auditors,  Ernst & Young LLP. That report is a part of this
prospectus.  You will also receive a  semiannual  financial  statement  which is
unaudited.  The following financial highlights are based on financial statements
which were audited by Ernst & Young LLP.



FINANCIAL HIGHLIGHTS
Domestic Growth-Oriented Funds

Selected  data for a share of Capital  Stock  outstanding  throughout  each year
ended October 31 (except as noted):
<TABLE>
<CAPTION>
PRINCIPAL BALANCED FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------        ----         ----         ----         ----        ----
<S>                                                        <C>           <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $15.11       $14.61       $13.74       $12.43      $13.26
Income from Investment Operations:
   Net Investment Income...............................         .42          .35          .38          .41         .32
   Net Realized and Unrealized Gain (Loss) on Investments      1.15         1.81         1.59        1.31         (.20)

                       Total from Investment Operations        1.57         2.16         1.97         1.72         .12

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.37)        (.36)        (.43)        (.36)       (.40)

   Distributions from Capital Gains....................      (1.03)       (1.30)        (.67)        (.05)       (.55)

                      Total Dividends and Distributions      (1.40)       (1.66)       (1.10)        (.41)       (.95)

Net Asset Value, End of Period.........................      $15.28       $15.11       $14.61       $13.74      $12.43

Total Return(b)........................................       11.00%       15.88%       15.10%       14.18%        .94%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $104,414      $85,436      $70,820      $57,125     $53,366
   Ratio of Expenses to Average Net Assets.............       1.28%        1.33%        1.28%        1.37%       1.51%
   Ratio of Net Investment Income to Average Net Assets       2.86%        2.42%        2.82%        3.21%       2.70%
   Portfolio Turnover Rate.............................       57.0%        27.6%        32.6%        35.8%       14.4%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BALANCED FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                         <C>           <C>          <C>   
Net Asset Value, Beginning of Period...................      $14.98       $14.52       $13.81
Income from Investment Operations:
   Net Investment Income...............................         .33          .29          .24
   Net Realized and Unrealized Gain (Loss) on Investments      1.15         1.76          .73

                       Total from Investment Operations        1.48         2.05          .97

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.28)        (.30)        (.26)

   Distributions from Capital Gains....................      (1.03)       (1.29)         --

                      Total Dividends and Distributions      (1.31)       (1.59)        (.26)

Net Asset Value, End of Period.........................      $15.15       $14.98       $14.52

Total Return(b)........................................       10.43%       15.16%        7.52%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $19,434       $9,745         $875
   Ratio of Expenses to Average Net Assets.............       1.88%        1.99%        1.49%(d)
   Ratio of Net Investment Income to Average Net Assets       2.22%        1.66%        2.26%(d)
   Portfolio Turnover Rate.............................       57.0%        27.6%        32.6%(d)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BLUE CHIP FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>           <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $20.22       $17.10       $15.03       $12.45      $11.94
Income from Investment Operations:
   Net Investment Income...............................         .12          .21          .23          .24         .20
   Net Realized and Unrealized Gain (Loss) on Investments      3.57         3.58         2.45         2.55         .57

                       Total from Investment Operations        3.69         3.79         2.68         2.79         .77

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.12)        (.21)        (.26)        (.21)       (.26)

   Distributions from Capital Gains....................      (2.08)        (.46)        (.35)         --           --

                      Total Dividends and Distributions      (2.20)        (.67)        (.61)        (.21)       (.26)

Net Asset Value, End of Period.........................      $21.71       $20.22       $17.10       $15.03      $12.45

Total Return(b)........................................       19.48%       22.57%       18.20%       22.65%       6.58%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $126,740      $79,985      $44,389      $35,212     $27,246
   Ratio of Expenses to Average Net Assets.............       1.31%        1.30%        1.33%        1.38%       1.46%
   Ratio of Net Investment Income to Average Net Assets        .57%        1.10%        1.41%        1.83%       1.72%
   Portfolio Turnover Rate.............................         .5%        55.4%        13.3%        26.1%        5.5%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BLUE CHIP FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                         <C>          <C>           <C>   
Net Asset Value, Beginning of Period...................      $20.16       $17.08       $16.21
Income from Investment Operations:
   Net Investment Income...............................         .02          .13          .12
   Net Realized and Unrealized Gain (Loss) on Investments      3.57         3.53          .90

                       Total from Investment Operations        3.59         3.66         1.02

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.04)        (.12)        (.15)

   Distributions from Capital Gains....................      (2.08)        (.46)         --

                      Total Dividends and Distributions      (2.12)        (.58)        (.15)

Net Asset Value, End of Period.........................      $21.63       $20.16       $17.08

Total Return(b)........................................       19.01%       21.82%        7.02%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $32,871      $15,502       $1,575
   Ratio of Expenses to Average Net Assets.............       1.85%        1.89%        1.48%(d)
   Ratio of Net Investment Income to Average Net Assets        .02%(e)      .45%         .68%(d)
   Portfolio Turnover Rate.............................         .5%        55.4%        13.3%(d)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CAPITAL VALUE FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $29.69       $27.72       $23.69       $20.83      $21.41
Income from Investment Operations:
   Net Investment Income...............................         .50          .50          .45          .45         .39
   Net Realized and Unrealized Gain (Loss) on Investments      3.88         5.80         5.48         3.15         .93

                       Total from Investment Operations        4.38         6.30         5.93         3.60        1.32

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.53)        (.48)        (.43)        (.39)       (.41)

   Distributions from Capital Gains....................      (2.47)       (3.85)       (1.47)        (.35)      (1.49)

                      Total Dividends and Distributions      (3.00)       (4.33)       (1.90)        (.74)      (1.90)

Net Asset Value, End of Period.........................      $31.07       $29.69       $27.72       $23.69      $20.83

Total Return(b)........................................       15.59%       25.36%       26.41%       17.94%       6.67%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $565,052     $494,444     $435,617     $339,656    $285,965
   Ratio of Expenses to Average Net Assets.............        .74%         .70%         .69%         .75%        .83%
   Ratio of Net Investment Income to Average Net Assets       1.67%        1.85%        1.82%        2.08%       2.02%
Portfolio Turnover Rate................................       23.2%        30.8%        50.2%        46.0%       31.7%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CAPITAL VALUE FUND, INC.(a)
Class R shares                                                 1998         1997        1996(e)
- -------------------------------------------------------------------         ----        ----   
<S>                                                         <C>          <C>           <C>   
Net Asset Value, Beginning of Period...................      $29.44       $27.57       $24.73
Income from Investment Operations:
   Net Investment Income...............................         .28          .30          .19
   Net Realized and Unrealized Gain (Loss) on Investments      3.84         5.74         2.81

                       Total from Investment Operations        4.12         6.04         3.00

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.29)        (.32)        (.16)

   Distributions from Capital Gains....................      (2.47)       (3.85)         --

                      Total Dividends and Distributions      (2.76)       (4.17)        (.16)

Net Asset Value, End of Period.........................      $30.80       $29.44       $27.57

Total Return(b)........................................       14.77%       24.36%       12.74%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $37,675      $18,326       $1,752
   Ratio of Expenses to Average Net Assets.............       1.50%        1.50%        1.16%(d)
   Ratio of Net Investment Income to Average Net Assets        .88%         .93%        1.18%(d)
   Portfolio Turnover Rate.............................       23.2%        30.8%        50.2%(d)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GROWTH FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $50.43       $39.54       $37.22       $31.14      $30.41
Income from Investment Operations:
   Net Investment Income...............................         .35          .31          .35          .35         .26
   Net Realized and Unrealized Gain (Loss) on Investments      7.14        11.26         3.50         6.67        2.56

                       Total from Investment Operations        7.49        11.57         3.85         7.02        2.82

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.34)        (.31)        (.35)        (.31)       (.28)

   Distributions from Capital Gains....................      (1.49)        (.37)       (1.18)        (.63)      (1.81)

                      Total Dividends and Distributions      (1.83)        (.68)       (1.53)        (.94)      (2.09)

Net Asset Value, End of Period.........................      $56.09       $50.43       $39.54       $37.22      $31.14

Total Return(b)........................................       15.17%       29.55%       10.60%       23.29%       9.82%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $395,954     $317,386     $228,361     $174,328    $116,363
   Ratio of Expenses to Average Net Assets.............        .95%        1.03%        1.08%        1.16%       1.30%
   Ratio of Net Investment Income to Average Net Assets        .66%         .68%         .95%        1.12%        .95%
Portfolio Turnover Rate................................       21.9%        16.5%         1.8%        12.2%       13.6%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GROWTH FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                         <C>          <C>           <C>   
Net Asset Value, Beginning of Period...................      $50.16       $39.40       $39.27
Income from Investment Operations:
   Net Investment Income...............................         .02          .06          .10
   Net Realized and Unrealized Gain (Loss) on Investments      7.09        11.16          .13

                       Total from Investment Operations        7.11        11.22          .23

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.01)        (.09)        (.10)

   Distributions from Capital Gains....................      (1.49)        (.37)         --

                      Total Dividends and Distributions      (1.50)        (.46)        (.10)

Net Asset Value, End of Period.........................      $55.77       $50.16       $39.40

Total Return(b)........................................       14.46%       28.72%        1.12%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $30,557      $16,265       $2,014
   Ratio of Expenses to Average Net Assets.............       1.59%        1.69%        1.42%(d)
   Ratio of Net Investment Income to Average Net Assets        .01%         .00%         .14%(d)
   Portfolio Turnover Rate.............................       21.9%        16.5%         1.8%(d)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MIDCAP FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>          <C>   
Net Asset Value, Beginning of Period...................      $45.33       $35.75       $31.45       $25.08      $23.56
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.07)          .07          .14          .12         --
   Net Realized and Unrealized Gain (Loss) on Investments    (4.26)        10.80         5.05        6.45         1.61

                       Total from Investment Operations      (4.33)        10.87         5.19         6.57        1.61

Less Dividends and Distributions:
   Dividends from Net Investment Income................         --         (.11)        (.14)        (.06)         --

   Distributions from Capital Gains....................      (1.10)       (1.18)        (.75)        (.14)       (.09)

                      Total Dividends and Distributions      (1.10)       (1.29)        (.89)        (.20)       (.09)

Net Asset Value, End of Period.........................      $39.90       $45.33       $35.75       $31.45      $25.08

Total Return(b)........................................       (9.78)%      31.26%       16.89%       26.89%       6.86%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $332,942     $346,666     $229,465     $150,611     $92,965
   Ratio of Expenses to Average Net Assets.............       1.22%        1.26%        1.32%        1.47%       1.74%
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (.14)%         .20%         .46%         .47%        .02%
Portfolio Turnover Rate................................       25.1%         9.5%        12.3%        13.5%        8.1%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MIDCAP FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                         <C>          <C>           <C>   
Net Asset Value, Beginning of Period...................      $45.10       $35.67       $33.77
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............       (.28)        (.12)          .04
   Net Realized and Unrealized Gain (Loss) on Investments    (4.29)       10.74          1.88

                       Total from Investment Operations      (4.57)        10.62         1.92

Less Dividends and Distributions:
   Dividends from Net Investment Income................         --         (.01)        (.02)

   Distributions from Capital Gains....................      (1.10)       (1.18)         --

                      Total Dividends and Distributions      (1.10)       (1.19)        (.02)

Net Asset Value, End of Period.........................      $39.43       $45.10       $35.67

Total Return(b)........................................      (10.37)%      30.56%        6.20%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $23,540      $17,448       $2,016
   Ratio of Expenses to Average Net Assets.............       1.89%        1.87%        1.53%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (.82)%       (.45)%         .29%(d)
   Portfolio Turnover Rate.............................       25.1%         9.5%        12.3%(d)
</TABLE>

PRINCIPAL REAL ESTATE FUND, INC.
Class A shares                                              1998(f)
- ----------------------------------------------------------------   
Net Asset Value, Beginning of Period...................   $10.15
Income from Investment Operations:
   Net Investment Income...............................      .20
   Net Realized and Unrealized Gain (Loss) on Investments  (1.76)

                       Total from Investment Operations   (1.56)
Less Dividends:
   Dividends from Net Investment Income................    (.20)

                                        Total Dividends    (.20)

Net Asset Value, End of Period.........................  $  8.39

Total Return(b)........................................   (15.45)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............   $5,490
   Ratio of Expenses to Average Net Assets.............    2.25%(d)
   Ratio of Net Investment Income to Average Net Assets    2.89%(d)
   Portfolio Turnover Rate.............................    60.4%(d)

PRINCIPAL REAL ESTATE FUND, INC.
Class R shares                                              1998(f)
- ----------------------------------------------------------------   
Net Asset Value, Beginning of Period...................   $10.15
Income from Investment Operations:
   Net Investment Income...............................      .23
   Net Realized and Unrealized Gain (Loss) on Investments  (1.78)

                       Total from Investment Operations   (1.55)
Less Dividends:
   Dividends from Net Investment Income................    (.20)

                                        Total Dividends    (.20)

Net Asset Value, End of Period.........................  $  8.40

Total Return(b)........................................   (15.37)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............   $2,928
   Ratio of Expenses to Average Net Assets.............    1.99%(d)
   Ratio of Net Investment Income to Average Net Assets    3.07%(d)
   Portfolio Turnover Rate.............................    60.4%(d)


PRINCIPAL SMALLCAP FUND, INC.
Class A shares                                              1998(f)
- ----------------------------------------------------------------   
Net Asset Value, Beginning of Period...................  $  9.92
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............    (.08)
   Net Realized and Unrealized Gain (Loss) on Investments (1.41)

                       Total from Investment Operations   (1.49)
Less Dividends:
   Dividends from Net Investment Income................      --
                                        Total Dividends      --

Net Asset Value, End of Period.........................    $8.43

Total Return(b)........................................   (15.95)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............  $18,438
   Ratio of Expenses to Average Net Assets.............    2.58%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................  (1.65)%(d)
   Portfolio Turnover Rate.............................    20.5%(d)


PRINCIPAL SMALLCAP FUND, INC.
Class R shares                                              1998(f)
- ----------------------------------------------------------------   
Net Asset Value, Beginning of Period...................  $  9.91
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............    (.07)
   Net Realized and Unrealized Gain (Loss) on Investments (1.39)

                       Total from Investment Operations   (1.46)
Less Dividends:
   Dividends from Net Investment Income................      --
                                        Total Dividends      --

Net Asset Value, End of Period.........................    $8.45

Total Return(b)........................................   (15.75)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............   $4,688
   Ratio of Expenses to Average Net Assets.............    2.07%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................  (1.12)%(d)
   Portfolio Turnover Rate.............................    20.5%(d)
<TABLE>
<CAPTION>
PRINCIPAL UTILITIES FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                         <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period...................      $12.55       $11.40       $10.94        $9.25      $11.45
Income from Investment Operations:
   Net Investment Income(g)............................         .41          .48          .44          .48         .46
   Net Realized and Unrealized Gain (Loss) on Investments      3.59         1.12          .45         1.70       (2.19)

                       Total from Investment Operations        4.00         1.60          .89         2.18      (1.73)

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.44)        (.45)        (.43)        (.49)       (.45)

   Distributions from Capital Gains....................         --           --          --           --         (.02)

                      Total Dividends and Distributions       (.44)        (.45)        (.43)        (.49)       (.47)

Net Asset Value, End of Period.........................      $16.11       $12.55       $11.40       $10.94       $9.25

Total Return(b)........................................       32.10%       14.26%        8.13%       24.36%     (15.20)%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $83,533      $64,366      $66,322      $65,873     $56,747
   Ratio of Expenses to Average Net Assets(g)..........       1.15%        1.15%        1.17%        1.04%       1.00%
   Ratio of Net Investment Income to Average Net Assets       2.73%        3.90%        3.85%        4.95%       4.89%
   Portfolio Turnover Rate.............................       11.9%        22.5%        34.2%        13.0%       13.8%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL UTILITIES FUND, INC.(a)
Class R shares                                                 1998         1997         1996(e)
- -------------------------------------------------------------------         ----         ----   
<S>                                                          <C>          <C>          <C>   
Net Asset Value, Beginning of Period...................      $12.49       $11.33       $11.75
Income from Investment Operations:
   Net Investment Income(g)............................         .33          .39          .28
   Net Realized and Unrealized Gain (Loss) on Investments      3.58         1.14         (.41)

                       Total from Investment Operations        3.91         1.53        (.13)

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.33)        (.37)        (.29)
   Distributions from Capital Gains....................          --            --           --

                      Total Dividends and Distributions       (.33)        (.37)        (.29)

Net Asset Value, End of Period.........................      $16.07       $12.49       $11.33

Total Return(b)........................................       31.47%       13.72%        (.31)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $4,005       $1,512         $311
   Ratio of Expenses to Average Net Assets(g)..........       1.65%        1.65%        1.47%(d)
   Ratio of Net Investment Income to Average Net Assets       2.21%        3.35%        3.77%(d)
   Portfolio Turnover Rate.............................       11.9%        22.5%        34.2%(d)
</TABLE>


Notes to Financial Highlights

(a)  Effective  January 1, 1998, the following changes were made to the names of
     the Domestic Growth Funds:

       Former Fund Name                             New Fund Name
   Princor Balanced Fund, Inc.               Principal Balanced Fund, Inc.
   Princor Blue Chip Fund, Inc.              Principal Blue Chip Fund, Inc.
   Princor Capital Accumulation Fund, Inc.   Principal Capital Value Fund, Inc.
   Princor Growth Fund, Inc.                 Principal Growth Fund, Inc.
   Princor Emerging Growth Fund, Inc.        Principal MidCap Fund, Inc.
   Princor Utilities Fund, Inc.              Principal Utilities Fund, Inc.

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

(c)  Total return amounts have not been annualized.

(d)  Computed on an annualized basis.

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

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

     Principal Balanced Fund, Inc.           $ --                   $(.03)
     Principal Blue Chip Fund, Inc.           .01                    (.02)
     Principal Capital Value Fund, Inc.       .01                    (.11)
     Principal Growth Fund, Inc.              .01                     .10
     Principal MidCap Fund, Inc                --                     .19

(f)  Period from  December  31, 1997,  date Class A shares first  offered to the
     public and Class R shares  first  offered to eligible  purchasers,  through
     October 31, 1998.  With respect to Principal Real Estate Fund, Inc. Class A
     and Class R shares,  net investment  income  aggregating $.03 per share for
     the period from the initial purchase of shares on December 11, 1997 through
     December 30, 1997 was  recognized,  of which $.01 per share was distributed
     to its sole  shareholder,  Principal  Life  Insurance  Company,  during the
     period.  With respect to Principal  SmallCap Fund, Inc. Class A and Class R
     shares,  net investment income  aggregating $.01 per share from the initial
     purchase  of shares on  December  11, 1997  through  December  30, 1997 was
     recognized. Principal SmallCap Fund, Inc. Class A and Class R distributed a
     tax return of capital of $.01 per share to the sole  shareholder  Principal
     Life Insurance Company, during the period. Principal Real Estate Fund, Inc.
     and  Principal  SmallCap  Fund,  Inc.  Class A and Class R shares  incurred
     unrealized gains (losses) on investments  during the initial interim period
     as follows.  This represents  Class A and Class R share  activities of each
     fund prior to the initial public offering of each class of shares.

                                                  Per Share Unrealized
                                                       Gain (Loss)

                                              Class                Class
                                                A                    R
                        
     Principal Real Estate Fund, Inc.        $ .13                $ .13
     Principal SmallCap Fund, Inc.            (.08)                (.09)
         
(g)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  (see  Note  3  to  the  financial  statements)  for  the  periods
     indicated,  Principal  Utilities  Fund,  Inc.  would have had per share net
     investment  income and the  ratios of  expenses  to  average  net assets as
     shown:

             Year Ended
             October 31,       Per Share      Ratio of Expenses
               Except       Net Investment     to Average Net         Amount
               as Noted         Income             Assets             Waived
                                                                             
   Class A      1998            $.39               1.23%            $  60,477
                1997             .46               1.25%               65,940
                1996             .43               1.25%               54,932
                1995             .46               1.30%              151,145
                1994             .41               1.50%              284,836
                                                                             
   Class R      1998             .28               2.10%               12,481
                1997             .31               2.67%                9,355
                1996(f)          .28               1.47%(d)             --



International Growth-Oriented Funds

Selected  data for a share of Capital  Stock  outstanding  throughout  each year
ended October 31 (except as noted):

PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
Class A shares                                            1998         1997(a)
- ---------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................  $8.29        $9.51
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............  (.02)        (.01)
   Net Realized and Unrealized Gain (Loss)on Investments(1.73)       (1.21)

                       Total from Investment Operations (1.75)       (1.22)
Less Dividends and Distributions:
   Dividends from Net Investment Income................    --           --

   Distributions from Capital Gains....................    --           --

                      Total Dividends and Distributions     --            --

Net Asset Value, End of Period.........................  $6.54        $8.29

Total Return(b)........................................ (21.11)%     (10.18)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............ $7,312       $5,039
   Ratio of Expenses to Average Net Assets.............  3.31%        2.03%(d)
   Ratio of Net Investment Income (Operating Loss) to
     Average Net Assets................................ (.36)%       (.32)%(d)
   Portfolio Turnover Rate.............................  45.2%        21.4%(d)


PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
Class R shares                                            1998         1997(a)
- ---------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................  $8.28        $9.51
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............  (.04)        (.01)
   Net Realized and Unrealized Gain (Loss)on Investments(1.71)       (1.22)

                       Total from Investment Operations (1.75)       (1.23)
Less Dividends and Distributions:
   Dividends from Net Investment Income................    --           --

   Distributions from Capital Gains....................    --           --

                      Total Dividends and Distributions     --            --

Net Asset Value, End of Period.........................  $6.53        $8.28

Total Return(b)........................................ (21.14)%     (10.29)%(c)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............ $2,202       $2,510
   Ratio of Expenses to Average Net Assets.............  3.47%        2.20%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets............................. (.60)%       (.51)%(d)
   Portfolio Turnover Rate.............................  45.2%        21.4%(d)

<TABLE>
<CAPTION>
PRINCIPAL INTERNATIONAL FUND, INC.(e)
Class A shares                                                 1998         1997         1996         1995        1994
- --------------------------------------------------------------------------------         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>  
Net Asset Value, Beginning of Period...................       $9.33        $8.14        $7.28        $7.44       $6.85
Income from Investment Operations:
   Net Investment Income...............................         .13          .09          .10          .08         .01
   Net Realized and Unrealized Gain (Loss) on Investments       .04         1.52         1.17         (.02)        .64

                       Total from Investment Operations         .17         1.61         1.27          .06         .65

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.10)        (.11)        (.08)        (.03)       (.02)

   Distributions from Capital Gains....................       (.20)        (.31)        (.33)        (.19)       (.04)

                      Total Dividends and Distributions       (.30)        (.42)        (.41)        (.22)       (.06)

Net Asset Value, End of Period.........................       $9.20        $9.33        $8.14        $7.28       $7.44

Total Return(b)........................................        1.93%       20.46%       18.36%        1.03%       9.60%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............    $302,757     $281,158     $172,276     $126,554    $115,812
   Ratio of Expenses to Average Net Assets.............       1.25%        1.39%        1.45%        1.63%       1.74%
   Ratio of Net Investment Income to Average Net Assets       1.45%        1.25%        1.43%        1.10%        .10%
Portfolio Turnover Rate................................       38.7%        26.6%        23.8%        35.4%       13.2%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL INTERNATIONAL FUND, INC.(e)
Class R shares                                                 1998         1997         1996(f)
- --------------------------------------------------------------------------------         ----   
<S>                                                         <C>          <C>           <C>  
Net Asset Value, Beginning of Period...................       $9.27        $8.12        $7.48
Income from Investment Operations:
   Net Investment Income...............................         .06          .07          .01
   Net Realized and Unrealized Gain (Loss) on Investments       .04         1.47          .63

                       Total from Investment Operations         .10         1.54          .64

Less Dividends and Distributions:
   Dividends from Net Investment Income................       (.04)        (.08)          --

   Distributions from Capital Gains....................       (.20)        (.31)          --

                      Total Dividends and Distributions       (.24)        (.39)          --

Net Asset Value, End of Period.........................       $9.13        $9.27        $8.12

Total Return(b)........................................        1.13%       19.65%        9.29%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $17,739      $11,773       $1,057
   Ratio of Expenses to Average Net Assets.............       2.01%        2.10%        1.59%(d)
   Ratio of Net Investment Income to Average Net Assets        .67%         .44%         .78%(d)
   Portfolio Turnover Rate.............................       38.7%        26.6%        23.8%(d)
</TABLE>

PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class A shares                                             1998         1997(a)
- ----------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................   $9.96       $10.04
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............   (.07)        (.01)
   Net Realized and Unrealized Gain (Loss)on Investments  .10         (.07)

                       Total from Investment Operations     .03        (.08)
Less Dividends and Distributions:
   Dividends from Net Investment Income................     --           --

   Distributions from Capital Gains....................     --           --

                      Total Dividends and Distributions      --            --

Net Asset Value, End of Period.........................   $9.99        $9.96

Total Return(b)........................................     .30%         .50%(c)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............ $11,765       $6,210
   Ratio of Expenses to Average Net Assets.............   2.66%        1.99%(d)
   Ratio of Net Investment Income (Operating Loss) to                          
     Average Net Assets................................  (.81)%       (.40)%(d)
   Portfolio Turnover Rate.............................   99.8%        10.4%(d)



PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class R shares                                             1998         1997(a)
- ----------------------------------------------------------------------------   
Net Asset Value, Beginning of Period...................   $9.96       $10.04
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............   (.07)        (.01)
   Net Realized and Unrealized Gain (Loss) on Investments  .12         (.07)
                       Total from Investment Operations     .05        (.08)
Less Dividends and Distributions:
   Dividends from Net Investment Income................     --           --
   Distributions from Capital Gains....................     --           --
                      Total Dividends and Distributions      --          --

Net Asset Value, End of Period.........................  $10.01        $9.96

Total Return(b)........................................     .50%         .50%(c)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............  $3,317       $3,004
   Ratio of Expenses to Average Net Assets.............   2.51%        2.15%(d)
   Ratio of Net Investment Income (Operating Loss) to
     Average Net Assets................................  (.68)%       (.54)%(d)
   Portfolio Turnover Rate.............................   99.8%        10.4%(d)

Notes to Financial Highlights

(a)  Period  from  August 29,  1997,  date Class A shares  first  offered to the
     public and Class R shares  first  offered to eligible  purchasers,  through
     October 31, 1997. Principal  International  Emerging Markets Fund, Inc. and
     Principal  International  SmallCap Fund, Inc. classes of shares  recognized
     net investment  income as follows for the period from the initial  purchase
     of shares on August 14, 1997,  through  August 28, 1997,  none of which was
     distributed to the sole  shareholder,  Principal  Life  Insurance  Company.
     Principal   International   Emerging   Markets  Fund,  Inc.  and  Principal
     International  SmallCap Fund, Inc.  incurred  unrealized  gains (losses) on
     investments  during the initial interim period as follows.  This represents
     Class A and Class R share  activities  prior to the initial public offering
     of all classes of shares of each fund.
<TABLE>
<CAPTION>
                                                                   Per Share           Per Share
                                                                 Net Investment        Unrealized
                                                                    Income             Gain (Loss)
<S>                                                                 <C>                  <C>   
   Principal International Emerging Markets Fund, Inc.:
       Class A                                                      $.01                 $(.50)
       Class R                                                       .01                  (.50)

   Principal International SmallCap Fund, Inc.:
       Class A                                                       .01                   .03
       Class R                                                       .01                   .03
</TABLE>

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

(c)  Total return amounts have not been annualized.

(d)  Computed on an annualized basis.

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

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

Income-Oriented Funds

Selected  data for a share of Capital  Stock  outstanding  throughout  each year
ended October 31 (except as noted):
<TABLE>
<CAPTION>
PRINCIPAL BOND FUND, INC.(a)
Class A shares                                                 1998         1997         1996        1995         1994
- ---------------------------------------------------------      ----         ----         ----        ----         ----
<S>                                                        <C>          <C>          <C>          <C>          <C>   
Net Asset Value, Beginning of Period.....................    $11.44       $11.17       $11.42       $10.27      $11.75
Income from Investment Operations:
   Net Investment Income(b)..............................       .71          .75          .76          .78         .78
   Net Realized and Unrealized Gain (Loss) on Investments       .16          .33        (.25)         1.16      (1.47)

                        Total from Investment Operations        .87         1.08          .51         1.94       (.69)

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.72)        (.81)        (.76)        (.78)       (.78)

   Distributions from Capital Gains......................       --          --           --          (.01)       (.01)

                       Total Dividends and Distributions      (.72)        (.81)        (.76)        (.79)       (.79)

Net Asset Value, End of Period...........................    $11.59       $11.44       $11.17       $11.42      $10.27

Total Return(c)..........................................      7.76%       10.15%        4.74%       19.73%      (6.01)%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............  $148,081     $126,427     $113,437     $106,962     $88,801
   Ratio of Expenses to Average Net Assets(b)............      .95%         .95%         .95%         .94%        .95%
   Ratio of Net Investment Income to Average Net Assets..     6.19%        6.70%        6.85%        7.26%       7.27%
Portfolio Turnover Rate..................................     15.2%        12.8%         3.4%         5.1%        8.9%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BOND FUND, INC.(a)
Class R shares                                                 1998         1997         1996(f)
- ---------------------------------------------------------      ----         ----         ----   
<S>                                                         <C>           <C>          <C>   
Net Asset Value, Beginning of Period.....................    $11.43       $11.16       $11.27
Income from Investment Operations:
   Net Investment Income(b)..............................       .63          .71          .51
   Net Realized and Unrealized Gain (Loss) on Investments       .16          .30        (.13)

                        Total from Investment Operations        .79         1.01          .38

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.63)        (.74)        (.49)
   Distributions from Capital Gains......................        --           --            --

                       Total Dividends and Distributions      (.63)        (.74)        (.49)

Net Asset Value, End of Period...........................    $11.59       $11.43       $11.16

Total Return(c)..........................................      7.05%        9.49%        3.75%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $12,196       $5,976         $525
   Ratio of Expenses to Average Net Assets(b)............     1.45%        1.45%       1.28%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.66%        6.11%       6.51%(e)
   Portfolio Turnover Rate...............................     15.2%        12.8%        3.4%(e)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class A shares                                                 1998         1997         1996        1995         1994
- ---------------------------------------------------------      ----         ----         ----        ----         ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period.....................    $11.51       $11.26       $11.31       $10.28      $11.79
Income from Investment Operations:
   Net Investment Income.................................       .70          .70          .70          .71         .69
   Net Realized and Unrealized Gain (Loss) on Investments       .12          .29        (.05)         1.02      (1.40)

                        Total from Investment Operations        .82          .99          .65         1.73       (.71)

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.70)        (.74)        (.70)        (.70)       (.68)

   Distributions from Capital Gains......................       --          --           --           --         (.12)

                       Total Dividends and Distributions      (.70)        (.74)        (.70)        (.70)       (.80)

Net Asset Value, End of Period...........................    $11.63       $11.51       $11.26       $11.31      $10.28

Total Return(c)..........................................      7.38%        9.23%        6.06%       17.46%      (6.26)%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............  $251,455     $249,832     $259,029     $261,128    $249,438
   Ratio of Expenses to Average Net Assets...............      .86%         .84%         .81%         .87%        .95%
   Ratio of Net Investment Income to Average Net Assets..     6.07%        6.19%        6.31%        6.57%       6.35%
Portfolio Turnover Rate..................................     17.1%        10.8%        25.9%        10.1%       24.8%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class R shares                                                1998          1997        1996(f)
- ---------------------------------------------------------     ----          ----        ----
<S>                                                          <C>          <C>          <C>   
Net Asset Value, Beginning of Period.....................    $11.42       $11.21       $11.27
Income from Investment Operations:
   Net Investment Income.................................       .61          .64          .47
   Net Realized and Unrealized Gain (Loss) on Investments       .13          .24         (.08)
                        Total from Investment Operations        .74          .88          .39
Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.61)        (.67)         (.45)
   Distributions from Capital Gains......................        --           --           --

                       Total Dividends and Distributions      (.61)        (.67)        (.45)

Net Asset Value, End of Period...........................    $11.55       $11.42       $11.21

Total Return(c)..........................................     6.66%         8.19%        3.76%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $8,156       $4,152         $481
   Ratio of Expenses to Average Net Assets...............     1.64%        1.79%       1.18%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.39%        5.21%       5.84%(e)
   Portfolio Turnover Rate...............................     17.1%        10.8%       25.9%(e)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL HIGH YIELD FUND, INC.(a)
Class A shares                                                 1998         1997         1996        1995         1994
- --------------------------------------------------------       ----         ----         ----        ----         ----
<S>                                                         <C>          <C>          <C>          <C>         <C>  
Net Asset Value, Beginning of Period.....................     $8.52        $8.27        $8.06        $7.83       $8.36
Income from Investment Operations:
   Net Investment Income.................................       .64          .67          .68          .68         .63
   Net Realized and Unrealized Gain (Loss) on Investments     (.88)          .31          .23          .20       (.51)

                        Total from Investment Operations      (.24)          .98          .91          .88         .12

Less Dividends and Distributions:
   Dividends from Net Investment Income..................     (.64)        (.73)        (.70)        (.65)       (.65)

   Excess Distribution of Net Investment Income(h).......     (.01)         --           --           --           --

                       Total Dividends and Distributions      (.65)        (.73)        (.70)        (.65)       (.65)

Net Asset Value, End of Period...........................     $7.63        $8.52        $8.27        $8.06       $7.83

Total Return(c)..........................................     (3.18)%      12.33%       11.88%       11.73%       1.45%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $33,474      $38,239      $28,432      $23,396     $19,802
   Ratio of Expenses to Average Net Assets...............     1.40%        1.22%        1.26%        1.45%       1.46%
   Ratio of Net Investment Income to Average Net Assets..     7.71%        7.99%        8.49%        8.71%       7.82%
Portfolio Turnover Rate..................................     65.9%        39.2%        18.8%        40.3%       27.2%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL HIGH YIELD FUND, INC.(a)
Class R shares                                                1998         1997         1996(f)
- ---------------------------------------------------------     ----         ----         ----   
<S>                                                          <C>          <C>          <C>  
Net Asset Value, Beginning of Period.....................    $8.40        $8.20        $8.21
Income from Investment Operations:
   Net Investment Income.................................      .57          .62          .46
   Net Realized and Unrealized Gain (Loss) on Investments     (.87)          .26        (.03)

                        Total from Investment Operations      (.30)          .88          .43

Less Dividends and Distributions:
   Dividends  from Net Investment Income.................     (.58)        (.68)        (.44)

   Excess Distribution of Net Investment Income(h).......     (.01)         --           --

                       Total Dividends and Distributions      (.59)        (.68)        (.44)

Net Asset Value, End of Period...........................     $7.51        $8.40        $8.20

Total Return(c)..........................................     (3.97)%      11.14%        5.60%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $2,734       $1,961         $124
   Ratio of Expenses to Average Net Assets...............     2.28%        2.42%       1.59%(e)
   Ratio of Net Investment Income to Average Net Assets..     6.84%        6.70%       7.84%(e)
   Portfolio Turnover Rate...............................     65.9%        39.2%       18.8%(e)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class A shares                                                 1998           1997    1996(g)
- ---------------------------------------------------------      ----           ----    ----   
<S>                                                         <C>          <C>          <C>  
Net Asset Value, Beginning of Period.....................     $9.88        $9.89        $9.90
Income from Investment Operations:
   Net Investment Income(b)..............................       .57          .61          .38
   Net Realized and Unrealized Gain (Loss) on Investments       .06          .03        (.04)

                        Total from Investment Operations        .63          .64          .34

Less Dividends from Net Investment Income................     (.58)        (.65)        (.35)

Net Asset Value, End of Period...........................     $9.93        $9.88        $9.89

Total Return(c)..........................................      6.57%        6.75%        3.62%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $27,632      $20,567      $17,249
   Ratio of Expenses to Average Net Assets(b)............       .82%        .90%        .89%(e)
   Ratio of Net Investment Income to Average Net Assets..      5.86%       6.20%       6.01%(e)
   Portfolio Turnover Rate...............................      23.8%       17.4%       16.5%(e)
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class R shares                                                1998          1997        1996(f)
- ---------------------------------------------------------     ----          ----        ----   
<S>                                                          <C>           <C>         <C>  
Net Asset Value, Beginning of Period.....................     $9.85        $9.88        $9.90
Income from Investment Operations:
   Net Investment Income(b)..............................       .52          .54          .36
   Net Realized and Unrealized Gain (Loss) on Investments       .07          .03        (.06)

                        Total from Investment Operations        .59          .57          .30

Less Dividends from Net Investment Income................     (.51)        (.60)        (.32)

Net Asset Value, End of Period...........................     $9.93        $9.85        $9.88


Total Return(c)..........................................      6.12%        6.01%        3.24%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $2,034         $606          $83
   Ratio of Expenses to Average Net Assets(b)............     1.44%        1.48%       1.40%(e)
   Ratio of Net Investment Income to Average Net Assets..     5.21%        5.60%       5.64%(e)
   Portfolio Turnover Rate...............................     23.8%        17.4%       16.5%(e)
</TABLE>

Notes to Financial Highlights

(a)  Effective  January 1, 1998, the following changes were made to the names of
     the Income Funds:

     Former Fund Name                          New Fund Name
Princor Bond Fund, Inc.                   Principal Bond Fund, Inc.
Princor Government Securites              Principal Government Securities
  Income Fund, Inc.                         Income Fund, Inc.
Princor High Yield Fund, Inc.             Principal High Yield Fund, Inc.
Princor Limited Term Bond Fund, Inc.      Principal Limited Term Bond Fund, Inc.

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  (see  Note  3  to  the  financial  statements)  for  the  periods
     indicated,  the  following  funds  would have had per share net  investment
     income and the ratios of expenses to average net assets as shown:
<TABLE>
<CAPTION>
                                                   Year Ended
                                                    October 31,        Per Share        Ratio of Expenses
                                                      Except        Net Investment       to Average Net         Amount
                                                     as Noted           Income               Assets             Waived
         <S>                                          <C>                 <C>                <C>               <C>     
         Principal Bond Fund, Inc.:
              Class A                                 1998                $.70               1.04%             $121,092
                                                      1997                 .74                .98                41,256
                                                      1996                 .76                .97                22,536
                                                      1995                 .77               1.02                86,018
                                                      1994                 .77               1.09               120,999

              Class R                                 1998                 .61               1.72                25,144
                                                      1997                 .69               1.78                10,427
                                                      1996(g)              .51               1.28(e)                  3

         Principal Limited Term Bond Fund, Inc.:
              Class A                                 1998                 .55               1.13                76,952
                                                      1997                 .59               1.15                46,271
                                                      1996(h)              .37               1.16(e)             22,716

              Class R                                 1998                 .46               2.22                11,781
                                                      1997                 .43               2.95                 6,831
                                                      1996(g)              .35               1.79(e)                 60
</TABLE>

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

(d)  Total return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through  October 31, 1996. The Income Funds' Class R
     shares  recognized no net investment income for the period from the initial
     purchase by Principal Management  Corporation of Class R shares on February
     27, 1996 through  February 28, 1996.  Certain of the Income  Funds' Class R
     shares incurred unrealized losses on investments during the initial interim
     period as follows.  This represents  Class R share  activities of each fund
     prior to the initial offering of Class R shares:

                                                                  Per Share
                                                             Unrealized (Loss)

     Principal Bond Fund, Inc.                                   $(.03)
     Principal Government Securities Income Fund, Inc.            (.03)
     Principal Limited Term Bond Fund, Inc.                       (.02)

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

(h)  Dividends and distributions which exceed investment income and net realized
     gains  for  financial  reporting  purposes  but not for  tax  purposes  are
     reported as dividends in excess of net investment  income or  distributions
     in excess of net realized gains on investments. To the extent distributions
     exceed current and accumulated  earnings and profits for federal income tax
     purposes, they are reported as tax return of capital distributions.


Money Market Fund

Selected  data for a share of Capital  Stock  outstanding  throughout  each year
ended October 31 (except as noted):
<TABLE>
<CAPTION>

PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class A shares                                                 1998         1997         1996         1995        1994
- -------------------------------------------------------------------         ----         ----         ----        ----
<S>                                                        <C>          <C>          <C>          <C>         <C>   
Net Asset Value, Beginning of Period....................     $1.000       $1.000       $1.000       $1.000      $1.000
Income from Investment Operations:
   Net Investment Income(b).............................       .051         .050         .049        .052         .033
   Net Realized and Unrealized Gain (Loss) on Investments       --           --           --          --           --

                       Total from Investment Operations        .051         .050         .049         .052        .033

Less Dividends From Net Investment Income...............     (.051)       (.050)       (.049)       (.052)      (.033)

Net Asset Value, End of Period..........................     $1.000       $1.000       $1.000       $1.000      $1.000

Total Return(c).........................................      5.10%        4.96%        5.00%       5.36%        2.67%
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............   $294,918     $836,072     $694,962     $623,864    $332,346
   Ratio of Expenses to Average Net Assets(b)...........       .56%(e)      .63%         .66%         .72%        .70%
   Ratio of Net Investment Income to Average Net Assets.      5.12%        4.98%        4.88%        5.24%       3.27%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class R shares                                               1998           1997    1996(g)
- --------------------------------------------------------     ----           ----    ----   
<S>                                                         <C>           <C>          <C>   
Net Asset Value, Beginning of Period....................     $1.000       $1.000       $1.000
Income from Investment Operations:
   Net Investment Income(b).............................       .046         .044         .030
   Net Realized and Unrealized Gain (Loss) on Investments       --           --            --

                       Total from Investment Operations        .046         .044         .030

Less Dividends from Net Investment Income...............     (.046)       (.044)       (.030)

Net Asset Value, End of Period..........................     $1.000       $1.000       $1.000

Total Return(c).........................................      4.56%        4.16%        2.97%(d)
Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............    $10,414       $4,296       $1,639
   Ratio of Expenses to Average Net Assets(b)...........      1.05%(e)     1.26%        .99%(f)
   Ratio of Net Investment Income to Average Net Assets.      4.62%        4.40%       4.41%(f)
</TABLE>


Notes to Financial Highlights

(a)  Effective  January 1, 1998, the following changes were made to the names of
     the Money Market Funds

           Former Fund Name                           New Fund Name
     Princor Cash Management Fund, Inc.     Principal Cash Management Fund, Inc.

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  (see  Note  3  to  the  financial  statements)  for  the  periods
     indicated,  the Money  Market Fund would have had per share net  investment
     income and the ratios of expenses to average net assets as shown:
<TABLE>
<CAPTION>
                                                          Year Ended                         Ratio of
                                                        October 31,         Per Share        Expenses
                                                          Except         Net Investment     to Average          Amount
                                                          as Noted           Income         Net Assets          Waived
     <S>                                                    <C>             <C>                <C>             <C>     
     Principal Cash Management Fund, Inc.:
         Class A                                            1998(e)         $ .051              .56%           $   --
                                                            1997              .050              .63                --
                                                            1996              .049              .67              7,102
                                                            1995              .052              .78            296,255
                                                            1994              .031              .90            595,343

         Class R                                            1998(e)           .046             1.05                --
                                                            1997              .043             1.34              2,441
</TABLE>

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

(d)  Total return amounts have not been annualized.

(e)  Management fee waivers apply to November 1, 1997 through February 28, 1998.

(f)  Computed on an annualized basis.

(g)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible purchasers, through October 31, 1996.

Additional  information  about  the  Funds  is  available  in the  Statement  of
Additional  Information  dated  March  1,  1999,  and  which  is  part  of  this
prospectus.  Information  about the Funds'  investments is also available in the
Funds'  annual and  semi-annual  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 its last
fiscal year. The Statement of Additional  Information and annual and semi-annual
reports  can be  obtained  free of  charge by  writing  or  telephoning  Princor
Financial Services Corporation,  P.O. Box 10423, Des Moines, IA 50306. Telephone
1-800-247-4123.

Information  about the Funds can be reviewed  and copied at the  Securities  and
Exchange  Commission's Public Reference Room in Washington,  D.C. Information on
the  operation  of the public  reference  room may be  obtained  by calling  the
Commission at 800-SEC-0330.  Reports and other  information  about the Funds are
available on the  Commission's  internet site at  http://www.sec.gov.  Copies of
this information may be obtained,  upon payment of a duplicating fee, by writing
the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

The U.S.  Government  does not insure or guarantee an  investment  in any of the
Funds.  There can be no assurance the Money Market Fund will be able to maintain
a stable share price of $1.00 per share.

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


          SEC FILE          DOMESTIC GROWTH-ORIENTED FUNDS

          811-05072         Principal Balanced Fund, Inc.
          811-06263         Principal Blue Chip Fund, Inc.
          811-01874         Principal Capital Value Fund, Inc.
          811-01873         Principal Growth Fund, Inc.
          811-05171         Principal MidCap Fund, Inc.
          811-08379         Principal Real Estate Fund, Inc.
          811-08381         Principal SmallCap Fund, Inc.
          811-07266         Principal Utilities Fund, Inc.

                            INTERNATIONAL GROWTH-ORIENTED FUNDS

          811-08249         Principal International Emerging Markets Fund, Inc.
          811-03183         Principal International Fund, Inc.
          811-08251         Principal International SmallCap Fund, Inc.

                            INCOME-ORIENTED FUNDS

          811-05172         Principal Bond Fund, Inc.
          811-04226         Principal Government Securities Income Fund, Inc.
          811-05174         Principal High Yield Fund, Inc.
          811-07453         Principal Limited Term Bond Fund, Inc.

                            MONEY MARKET FUND

          811-03585         Principal Cash Management Fund, Inc.





                          Principal Balanced Fund, Inc.
                         Principal Blue Chip Fund, Inc.
                            Principal Bond Fund, Inc.
                       Principal Capital Value Fund, Inc.
                      Principal Cash Management Fund, Inc.
                   Principal Government Securities Fund, Inc.
                           Principal Growth Fund, Inc.
                         Principal High Yield Fund, Inc.
               Principal International Emerging Markets Fund, Inc.
                       Principal International Fund, Inc.
                   Principal International SmallCap Fund, Inc.
                      Principal Limited Term Bond Fund Inc.
                           Principal MidCap Fund, Inc.
                        Principal Real Estate Fund, Inc.
                          Principal SmallCap Fund, Inc.
                      Principal Tax-Exempt Bond Fund, Inc.
                 Principal Tax-Exempt Cash Management Fund, Inc.
                         Principal Utilities Fund, Inc.



                       Statement of Additional Information

                               dated March 1, 1999



This  Statement of Additional  Information  is not a prospectus but is a part of
the prospectuses for the Funds listed above. The most recent  prospectuses dated
March 1, 1999 and shareholder  report are available without charge.  Please call
1-800-247-4123 to request a copy.


                                TABLE OF CONTENTS

Investment Policies and Restrictions of the Funds.........................   3
Growth-Oriented Funds.....................................................   5
Income-Oriented Funds ....................................................   8
Money Market Funds........................................................  11
Funds' Investments........................................................  14
Management of the Fund....................................................  25
Manager and Sub-Advisor...................................................  29
Cost of Manager's Services................................................  29
Brokerage on Purchases and Sales of Securities............................  32
How to Purchase Shares....................................................  35
Offering Price of Funds' Shares...........................................  37
Distribution Plan.........................................................  42
Determination of Net Asset Value of Funds' Shares ........................  45
Performance Calculation...................................................  46
Tax Treatment of Funds, Dividends and Distributions  .....................  51
General Information and History...........................................  53
Financial Statements .....................................................  53
Appendix A................................................................  54


INVESTMENT POLICIES AND RESTRICTIONS OF THE FUNDS

The  following  information  about the Principal  Funds,  a family of separately
incorporated,  diversified,  open-end management investment companies,  commonly
called mutual funds,  supplements the information  provided in the  Prospectuses
under the caption "CERTAIN INVESTMENT STRATEGIES AND RELATED RISKS".

There are three categories of Principal Funds:

Growth-Oriented Funds which include:
o    seven Funds which seek primarily capital  appreciation  through investments
     in equity  securities  (Capital  Value  Fund,  Growth  Fund,  International
     Emerging Markets Fund,  International  Fund,  International  SmallCap Fund,
     MidCap Fund and SmallCap Fund);
o    one Fund which  seeks a total  investment  return  including  both  capital
     appreciation  and income through  investments in equity and debt securities
     (Balanced Fund);
o    one Fund  which  seeks  growth of capital  and  growth of income  primarily
     through  investments  in  common  stocks of  well-capitalized,  established
     companies (Blue Chip Fund);
o    one Fund which seeks to generate  total  return by  investing  primarily in
     equity  securities  of  companies  principally  engaged in the real  estate
     industry (Real Estate Fund); and
o    one Fund which  seeks  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 (Utilities Fund).

Income-Oriented Funds which include five funds which seek primarily a high level
of  income  through  investments  in  debt  securities  (Bond  Fund,  Government
Securities  Income Fund, High Yield Fund,  Limited Term Bond Fund and Tax-Exempt
Bond Fund).

Money Market Funds which include two funds which seek  primarily a high level of
income through  investments in short-term debt securities  (Cash Management Fund
and Tax-Exempt Cash Management Fund).

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

The Table on the next page  graphically  illustrates  each  Fund's  emphasis  on
producing  current  income and capital  growth and the  stability  of the market
value  of  the  Fund's  portfolio.  These  illustrations  represent  comparative
relationships only with regard to the investment objectives sought by the Funds.
Relative  income,  stability  and growth  may vary among the Funds with  certain
market  conditions.  The  illustrations  are  not  intended  and  should  not be
construed as projected relative performances of the Principal Funds.

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

GROWTH-ORIENTED FUNDS

Investment Objectives

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

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

Principal  Capital  Value Fund,  Inc.  ("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.

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

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

Principal International Fund, Inc. ("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.

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

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

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

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

Principal Utilities Fund, Inc.  ("Utilities Fund") seeks to provide high current
income and long-term growth of income and capital. The Fund seeks to achieve its
objective  by  investing  primarily  in equity and fixed  income  securities  of
companies in the public utilities industry.

Investment Restrictions

Balanced   Fund,   Blue  Chip  Fund,   International   Emerging   Markets  Fund,
International Fund,  International SmallCap Fund, MidCap Fund, Real Estate Fund,
SmallCap Fund and Utilities Fund

Each of the following  numbered  restrictions is a matter of fundamental  policy
and may not be changed  without  shareholder  approval.  The Balanced Fund, Blue
Chip  Fund,   International   Fund,   International   Emerging   Markets   Fund,
International  SmallCap Fund,  MidCap Fund, Real Estate Fund,  SmallCap Fund and
Utilities Fund each may not:

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

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

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

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

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

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

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

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

(9)  Concentrate  its  investments  in any  particular  industry or  industries,
     except that:

     (a) the Utilities  Fund may not invest less than 25% of its total assets in
         securities of companies in the public utilities industry,
     (b) the Balanced Fund, Blue Chip Fund, International Emerging Markets Fund,
         International  Fund,  International  SmallCap  Fund,  MidCap  Fund  and
         SmallCap  Fund  each may  invest  not more than 25% of the value of its
         total assets in a single industry, and
     (c) the Real Estate  Fund may not invest less than 25% of its total  assets
         in securities of companies in the real estate industry.

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

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

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

(1)  Invest  more  than  15% of its  total  assets  in  securities  not  readily
     marketable and in repurchase  agreements  maturing in more than seven days.
     The value of any  options  purchased  in the  Over-the-Counter  market  are
     included as part of this 15% limitation.

(2)  Purchase  warrants in excess of 5% of its total assets,  of which 2% may be
     invested in warrants that are not listed on the New York or American  Stock
     Exchange.  The 2%  limitation  for the  International  Fund  also  includes
     warrants not listed on the Toronto Stock  Exchange.  The 2% limitation  for
     the  International  Emerging Markets Fund and  International  SmallCap Fund
     also  includes  warrants not listed on the Toronto  Stock  Exchange and the
     Chicago Board Options Exchange.

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

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

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

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

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

(8)  Invest in arbitrage transactions.

(9)  Invest  in real  estate  limited  partnership  interests  except  that this
     restriction shall not apply to the Real Estate Fund.

(10) Invest in mineral leases.

The Balanced Fund, Blue Chip Fund, MidCap Fund, SmallCap Fund and Utilities Fund
have also adopted a  restriction,  which is not a fundamental  policy and may be
changed without  shareholder  approval,  that each such Fund may not invest more
than 20% of its total assets in securities of foreign issuers.

The Real  Estate  Fund has  adopted a  restriction,  which is not a  fundamental
policy and may be changed without  shareholder  approval,  that the Fund may not
invest more than 25% of its total assets in securities of foreign issuers.

The  Balanced  Fund,  Blue  Chip  Fund,  International  Emerging  Markets  Fund,
International Fund,  International SmallCap Fund, MidCap Fund, SmallCap Fund and
Utilities  Fund have  also  adopted a  restriction,  which is not a  fundamental
policy and may be changed without shareholder  approval,  that each Fund may not
invest more than 10% of its assets in securities of other investment  companies,
invest more than 5% of its total assets in the  securities of any one investment
company or acquire more than 3% of the outstanding  voting securities of any one
investment company except in connection with a merger,  consolidation or plan of
reorganization and the Funds may purchase securities of closed-end  companies in
the open market where no  underwriter  or dealer's  commission or profit,  other
than a customary broker's commission, is involved.

The Utilities  Fund has also adopted a  restriction,  which is not a fundamental
policy and may be changed without  shareholder  approval,  that the Fund may not
own more than 5% of the  outstanding  voting  securities of more than one public
utility company as defined by the Public Utility Holding Company Act of 1935.

Capital Value Fund and Growth Fund


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

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

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

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

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

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

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

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

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

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

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

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

In addition:

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

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

Each of these Funds has also adopted the  following  restrictions  which are not
fundamental policies and may be changed without shareholder approval,  each Fund
may not:

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

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

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

(4)  Invest in real estate limited partnership interests.

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

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

INCOME-ORIENTED FUNDS

Investment Objectives

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

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

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

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

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

Investment  Restrictions

Bond Fund, High Yield Fund and Limited Term Bond Fund


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

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

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

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

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

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

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

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

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

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

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

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

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

(1)  Invest  more  than  15% of its  total  assets  in  securities  not  readily
     marketable and in repurchase  agreements  maturing in more than seven days.
     The value of any  options  purchased  in the  Over-the-Counter  market  are
     included as part of this 15% limitation.

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

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

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

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

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

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

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

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

(10) Invest in arbitrage transactions.

(11) Invest in real estate limited partnership interests.

Government Securities Income Fund


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

(1)  Issue any senior securities.

(2)  Purchase any securities other than obligations  issued or guaranteed by the
     United States Government or its agencies or instrumentalities,  except that
     the Fund may maintain  reasonable  amounts in cash or  commercial  paper or
     purchase  short-term debt securities not issued or guaranteed by the United
     States  Government  or its  agencies  or  instrumentalities  for daily cash
     management   purposes  or  pending   selection  of   particular   long-term
     investments.  There is no limit on the  amount of its  assets  which may be
     invested in the securities of any one issuer of  obligations  issued by the
     United States Government or its agencies or instrumentalities.

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

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

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

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

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

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

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

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

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

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

The Fund has also adopted the following  restrictions  which are not fundamental
policies and may be changed without shareholder  approval. It is contrary to the
Fund's current policy to:

(1)  Invest  more  than  15% of its  total  assets  in  securities  not  readily
     marketable and in repurchase  agreements  maturing in more than seven days.
     The value of any  options  purchased  in the  Over-the-Counter  market  are
     included as part of this 15% limitation.

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

(3)  Invest in real estate limited partnership interests.

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

Tax-Exempt Bond Fund


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

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

(2)  Purchase  any  securities  other than  Municipal  Obligations  and  Taxable
     Investments  as defined  in the  Prospectus  and  Statement  of  Additional
     Information.

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

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

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

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

(7)  Invest more than:
     (a) 5% of its total assets in the  securities of any one issuer (other than
         obligations issued or guaranteed by the United States Government or its
         agencies or instrumentalities).
     (b) 15% of its total assets in securities  that are not readily  marketable
         and in repurchase agreements maturing in more than seven days.

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

(9)  Invest in commodities or commodity futures contracts.

(10) Write, purchase or sell puts, calls or combinations thereof.

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

(12) Make short sales of securities.

(13) Purchase any  securities  on margin,  except it may obtain such  short-term
     credits as are necessary for the clearance of transactions.

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

(15) Borrow money,  except for temporary or emergency  purposes from banks in an
     amount not to exceed 5% of the value of the Fund's total assets at the time
     the loan is made.

(16) Pledge,  mortgage or  hypothecate  its assets,  except to secure  permitted
     borrowings.

The Fund has also adopted the following restriction which is not fundamental and
may be  changed  without  shareholder  approval.  It is  contrary  to the Fund's
current policy to invest in real estate limited partnership interests.

The identification of the issuer of a Municipal  Obligation depends on the terms
and  conditions  of the  security.  When the assets and  revenues  of an agency,
authority,  instrumentality  or other  political  subdivision  are separate from
those of the government creating the subdivision and the security is backed only
by the assets and revenues of the  subdivision,  the  subdivision  is deemed the
sole issuer.  Similarly,  in the case of an industrial development bond, if that
bond is backed  only by the assets and  revenues of the  non-governmental  user,
then such  non-governmental  user is deemed the sole issuer. If, in either case,
the  creating  government  or some  other  entity  guarantees  a  security,  the
guarantee is  considered a separate  security and is treated as an issue of such
government or other  entity.  However,  that  guarantee is not deemed a security
issued by the guarantor if the value of all  securities  issued or guaranteed by
the  guarantor  and  owned by the Fund does not  exceed  10% of the value of the
Fund's total assets.

The Fund may invest without limit in debt  obligations of issuers located in the
same state and in debt  obligations  which are repayable out of revenue  sources
generated from economically related projects or facilities.  Sizable investments
in such  obligations  could  increase  the risk to the Fund  since an  economic,
business or political  development  or change  affecting one security could also
affect others. The Fund may also invest without limit in industrial  development
bonds, but it will not invest more than 20% of its total assets in any Municipal
Obligation  the  interest  on  which is  treated  as a tax  preference  item for
purposes of the federal alternative minimum tax.

MONEY MARKET FUNDS

Investment Objectives

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

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

Investment Restrictions

Cash Management Fund


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

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

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

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

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

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

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

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

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

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

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

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

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

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

(14) Invest  more  than  10% of its  total  assets  in  securities  not  readily
     marketable and in repurchase agreements maturing in more than seven days.

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

(1)  Invest in real estate limited partnership interests.

Tax-Exempt Cash Management Fund


Each of the following  numbered  restrictions is a matter of fundamental  policy
and may  not be  changed  without  shareholder  approval.  The  Tax-Exempt  Cash
Management Fund may not:

(1)  Invest  in  securities  other  than  Municipal  Obligations  and  Temporary
     Investments  as those terms are defined in the Prospectus and the Statement
     of Additional Information.

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

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

(4)  Invest in commodities or commodity contracts.

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

(6)  Borrow  money,  except  from banks for  temporary  or  emergency  purposes,
     including the purpose of meeting redemption  requests which might otherwise
     require the untimely disposition of securities,  in an amount not to exceed
     one-third  of the sum of (a) the value of the Fund's net assets at the time
     of the borrowing  and (b) the amount  borrowed.  While any such  borrowings
     exceed 5% of total assets, no additional purchases of investment securities
     will be made by the Fund.  If due to market  fluctuations  or other reasons
     the Fund's asset coverage falls below 300% of its borrowings, the Fund will
     reduce its borrowings within 3 business days.

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

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

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

(10) Concentrate  its  investments  in any  particular  industry or  industries,
     except that the Fund may invest not more than 25% of the value of its total
     assets in a single industry;  provided, however, that this limitation shall
     not be  applicable  to the  purchase  of  Municipal  Obligations  issued by
     governments or political subdivisions of governments, obligations issued or
     guaranteed   by  the  United   States   Government   or  its   agencies  or
     instrumentalities,  or  obligations of domestic  banks  (excluding  foreign
     branches of domestic banks).

(11) Sell  securities  short  (except  where the Fund  holds or has the right to
     obtain at no added cost a long position in the securities  sold that equals
     or exceeds the securities sold short) or purchase any securities on margin,
     except it may  obtain  such  short-term  credits as are  necessary  for the
     clearance of transactions.

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

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

(1)  Invest  more  than  10% of its  total  assets  in  securities  not  readily
     marketable,  in repurchase agreements maturing in more than seven days, and
     in other illiquid securities.

(2)  Purchase  securities of any issuer having less than three years' continuous
     operation (including operations of any predecessors) if such purchase would
     cause the value of the Fund's  investments in all such issuers to exceed 5%
     of the value of its total assets;  provided that this limitation  shall not
     apply to obligations  issued or guaranteed by the United States  Government
     or its agencies or instrumentalities or to Municipal Obligations other than
     industrial development bonds issued by non-governmental issuers.

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

(4)  Pledge,  mortgage or  hypothecate  its assets,  except to secure  permitted
     borrowings.

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

(6)  Write or purchase put or call options.

(7)  Invest more than 20% of its total assets in  industrial  development  bonds
     the interest on which is treated as a tax  preference  item for purposes of
     the federal alternative minimum tax.

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

(9)  Invest in real estate limited partnership interests.

The identification of the issuer of a Municipal  Obligation depends on the terms
and  conditions  of the  security.  When the assets and  revenues  of an agency,
authority,  instrumentality  or other  political  subdivision  are separate from
those of the government creating the subdivision and the security is backed only
by the assets and revenues of the subdivision,  such subdivision is deemed to be
the sole issuer.  Similarly,  in the case of an industrial  development bond, if
that bond is backed  only by the assets  and  revenues  of the  non-governmental
user, then such non-governmental user is deemed to be the sole issuer. In either
case, if the creating government or some other entity guarantees a security, the
guarantee is  considered a separate  security and is treated as an issue of such
government or other entity.

The Fund may invest without limit in debt  obligations of issuers located in the
same state and in debt  obligations  which are repayable out of revenue  sources
generated from economically related projects or facilities.  Sizable investments
in such  obligations  could  increase  the risk to the Fund  since an  economic,
business or political  development  or change  affecting one security could also
affect others. The Fund may also invest without limit in industrial  development
bonds, but it will not invest more than 20% of its total assets in any municipal
obligations  the  interest  on which is  treated  as a tax  preference  item for
purposes of the federal alternative minimum tax.

The Fund's Manager  waives its  management fee on the Fund's assets  invested in
securities of other investment  companies.  The Fund generally  invests in other
investment  companies  only for  short-term  cash  management  purposes when the
advisor  anticipates  the net  return  from the  investment  to be  superior  to
alternatives then available. The Fund generally invests only in those investment
companies  that have  investment  policies  requiring  investment  in securities
comparable in quality to those in which the Fund invests.

FUNDS' INVESTMENTS

The following  information  supplements the discussion of the Funds'  investment
objectives  and  policies  in  the  Prospectuses   under  the  caption  "CERTAIN
INVESTMENT STRATEGIES AND RELATED RISKS."

In making  selections of equity  securities  for the Funds,  the Manager uses an
approach  described  broadly as  fundamental  analysis.  Three  basic  steps are
involved in this analysis.

o    First is the  continuing  study of basic  economic  factors in an effort to
     conclude what the future general  economic climate is likely to be over the
     next one to two years.
o    Second,  given some  conviction  as to the  likely  economic  climate,  the
     Manager  attempts  to  identify  the  prospects  for the major  industrial,
     commercial  and  financial  segments  of the  economy.  By  looking at such
     factors as demand for  products,  capacity  to  produce,  operating  costs,
     pricing  structure,  marketing  techniques,  adequacy of raw  materials and
     components,  domestic and foreign competition,  and research  productivity,
     the Manager  evaluates  the  prospects  for each  industry for the near and
     intermediate term.
o    Finally,   determinations   are  made  regarding   earnings  prospects  for
     individual  companies within each industry by considering the same types of
     factors described above. These earnings prospects are evaluated in relation
     to the current price of the securities of each company.

Although the Funds may pursue the investment  practices described below, none of
the funds either committed  during the last fiscal year or currently  intends to
commit  during the present  fiscal year more than 5% of its net assets to any of
the  practices,  with  the  following  exceptions:  (1) the  High  Yield  Fund's
investments in restricted securities are expected to exceed 5% of the Fund's net
assets;   and  (2)  the  International,   International   Emerging  Markets  and
International  SmallCap Funds' investments in foreign securities are expected to
continue to exceed 5% of each Fund's net assets.

Restricted Securities


Each of the Funds has adopted investment restrictions that limit its investments
in  restricted  securities  or  other  illiquid  securities  to 15% (10% for the
Government  Securities  Income Fund and the Money Market Funds and not more than
5% in equity  securities)  of its assets.  The Board of Directors of each of the
Growth-Oriented  and  Income-Oriented  Funds has adopted procedures to determine
the liquidity of Rule 4(2) short-term  paper and of restricted  securities under
Rule  144A.  Securities  determined  to be liquid  under  these  procedures  are
excluded from other restricted securities when applying the preceding investment
restrictions.

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

Foreign Securities


Each of the following  Principal  Funds may invest in foreign  securities to the
indicated  percentage of its assets: 
o    International,  International  Emerging Markets and International  SmallCap
     Funds - 100%;
o    Real Estate Fund - 25%;
o    Balanced,  Blue Chip, Bond, Capital Value, Growth, High Yield, Limited Term
     Bond, MidCap, SmallCap and Utilities Funds - 20%.
o    The Cash Management and Tax-Exempt  Cash Management  Funds do not invest in
     foreign   securities  other  than  those  that  are  United  States  dollar
     denominated.  All  principal  and  interest  payments  for the security are
     payable in U.S.  dollars.  The interest  rate,  the principal  amount to be
     repaid and the timing of payments  related to the securities do not vary or
     float with the value of a foreign currency, the rate of interest on foreign
     currency borrowings or with any other interest rate or index expressed in a
     currency other than U.S. dollars.

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

Investment in foreign securities presents certain risks including:  fluctuations
in currency exchange rates, revaluation of currencies, the imposition of foreign
taxes, future political and economic developments including war, expropriations,
nationalization, the possible imposition of currency exchange controls and other
foreign  governmental  laws or restrictions.  In addition,  there may be reduced
availability  of public  information  concerning  issuers  compared  to domestic
issuers.  Foreign  issuers  are not  generally  subject to  uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements that apply to domestic issuers.  Transactions in foreign securities
may be subject to higher costs. Each Fund's investment in foreign securities may
also result in higher  custodial  costs and the costs  associated  with currency
conversions.

Securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers.  Foreign securities markets,
particularly  those in emerging market  countries,  are known to experience long
delays between the trade and settlement dates of securities  purchased and sold.
Such  delays may result in a lack of  liquidity  and greater  volatility  in the
price of securities on those markets.  As a result of these factors,  the Boards
of Directors of the Funds have adopted Daily  Pricing and  Valuation  Procedures
for the  Funds  which set forth the  steps to be  followed  by the  Manager  and
Sub-Advisor  to establish a reliable  market or fair value if a reliable  market
value is not  available  through  normal  market  quotations.  Oversight of this
process is provided by the Executive Committee of the Boards of Directors.

Securities of Smaller Companies


The  International  SmallCap,  MidCap and SmallCap Funds invest in securities of
companies with small- or mid-sized market capitalizations. Market capitalization
is defined as total  current  market  value of a  company's  outstanding  common
stock.  Investments in companies with smaller market capitalizations may involve
greater risks and price volatility (wide,  rapid  fluctuations) than investments
in larger,  more mature  companies.  Smaller  companies  may be less mature than
older  companies.  At this earlier stage of development,  the companies may have
limited  product  lines,  reduced  market  liquidity for their  shares,  limited
financial  resources or less depth in management than larger or more established
companies.  Small  companies also may be less  significant  factors within their
industries  and may be at a  competitive  disadvantage  relative to their larger
competitors.  While smaller  companies may be subject to these additional risks,
they may also realize more  substantial  growth than larger or more  established
companies.

Unseasoned Issuers


The Funds may invest in the securities of unseasoned issuers. Unseasoned issuers
are  companies  with a record of less than  three  years  continuous  operation,
including the operation of predecessors and parents. Unseasoned issuers by their
nature have only a limited  operating  history which can be used for  evaluating
the companies  growth  prospects.  As a result,  investment  decisions for these
securities may place a greater  emphasis on current or planned product lines and
the reputation  and experience of the companies  management and less emphasis on
fundamental  valuation  factors  than would be the case for more  mature  growth
companies.  In addition, many unseasoned issuers also may be small companies and
involve the risks and price volatility associated with smaller companies.

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


The  Balanced,  Blue Chip,  Bond,  Government  Securities  Income,  High  Yield,
International,  International Emerging Markets,  International SmallCap, Limited
Term Bond, MidCap, Real Estate,  SmallCap and Utilities Funds may each engage in
the practices described under this heading.  The Tax-Exempt Bond Fund may invest
in financial futures contracts as described under this heading. In the following
discussion,  the terms "the Fund,"  "each Fund" or "the Funds"  refer to each of
these Funds.

     Spread Transactions


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

     Options on Securities and Securities Indices


     Each Fund's Manager has the  discretion  (but is under no  requirement)  to
     write (sell) and purchase  call and put options on  securities  in which it
     invests and on  securities  indices  based on  securities in which the Fund
     invests.  The  International  Fund would only write covered call options on
     its portfolio  securities;  it does not write or purchase put options.  The
     Funds may write call and put options to generate  additional  revenue,  and
     may write and purchase  call and put options in seeking to hedge  against a
     decline in the value of  securities  owned or an  increase  in the price of
     securities which the Fund plans to purchase.

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

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

     The Funds write only covered options and comply with applicable  regulatory
     and exchange cover  requirements.  The Funds usually (and the International
     Fund must) own the  underlying  security  covered by any  outstanding  call
     option.  With respect to an outstanding put option,  each Fund deposits and
     maintains  with its custodian  cash,  U.S.  Government  securities or other
     liquid  securities with a value at least equal to the exercise price of the
     option.

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

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

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

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

     None of the Funds will invest more than 5% of its assets in the purchase of
     call and put  options on  individual  securities,  securities  indices  and
     futures contracts.

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

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

     Futures Contracts and Options on Futures Contracts


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

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

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

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

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

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

     Options on Futures  Contracts.  The Funds may also  purchase and write call
     and put options on futures  contracts.  A call option on a futures contract
     gives the purchaser the right,  in return for the premium paid, to purchase
     a futures contract  (assume a long position) at a specified  exercise price
     at any time before the option expires. A put option gives the purchaser the
     right, in return for the premium paid, to sell a futures contract (assume a
     short  position),  for a specified  exercise  price, at any time before the
     option expires.

     Upon the exercise of a call,  the writer of the option is obligated to sell
     the futures  contract (to deliver a long position to the option  holder) at
     the option exercise price,  which will presumably be lower than the current
     market price of the contract in the futures market. Upon exercise of a put,
     the writer of the option is  obligated  to purchase  the  futures  contract
     (deliver  a short  position  to the option  holder) at the option  exercise
     price, which will presumably be higher than the current market price of the
     contract in the futures  market.  However,  as with the trading of futures,
     most  options are closed out prior to their  expiration  by the purchase or
     sale of an offsetting option at a market price that reflects an increase or
     a decrease from the premium originally paid. Options on futures can be used
     to hedge  substantially  the same risks addressed by the direct purchase or
     sale  of  the  underlying  futures  contracts.   For  example,  if  a  Fund
     anticipates  a rise in interest  rates and a decline in the market value of
     the debt  securities  in its  portfolio,  it might  purchase put options or
     write  call  options  on  futures  contracts  instead  of  selling  futures
     contracts.

     If a Fund purchases an option on a futures contract, it may obtain benefits
     similar to those that would result if it held the futures  position itself.
     But in  contrast  to a  futures  transaction,  the  purchase  of an  option
     involves the payment of a premium in addition to transaction  costs. In the
     event of an adverse market movement,  however, the Fund is not subject to a
     risk of loss on the option  transaction  beyond the price of the premium it
     paid plus its transaction costs.

     When a Fund writes an option on a futures contract, the premium paid by the
     purchaser is deposited  with the Fund's  custodian.  The Fund must maintain
     with its custodian all or a portion of the initial  margin  requirement  on
     the underlying  futures contract.  It assumes a risk of adverse movement in
     the price of the underlying futures contract comparable to that involved in
     holding a futures  position.  Subsequent  payments  to and from the broker,
     similar to  variation  margin  payments,  are made as the  premium  and the
     initial  margin  requirement  are marked to market  daily.  The premium may
     partially   offset  an  unfavorable   change  in  the  value  of  portfolio
     securities,  if the option is not exercised, or it may reduce the amount of
     any loss incurred by the Fund if the option is exercised.

     Risks  Associated  with Futures  Transactions.  There are a number of risks
     associated with  transactions in futures  contracts and related options.  A
     Fund's  successful  use of futures  contracts  is subject to the  Manager's
     ability to predict correctly the factors affecting the market values of the
     Fund's portfolio  securities.  For example, if a Fund is hedged against the
     possibility of an increase in interest rates which would  adversely  affect
     debt  securities  held by the Fund and the prices of those debt  securities
     instead  increases,  the  Fund  loses  part  or all of the  benefit  of the
     increased  value of its  securities  it hedged  because  it has  offsetting
     losses in its futures positions.  Other risks include imperfect correlation
     between  price  movements in the financial  instrument or securities  index
     underlying the futures  contract,  on the one hand, and the price movements
     of either the futures  contract  itself or the securities held by the Fund,
     on the other hand.  If the prices do not move in the same  direction  or to
     the same extent, the transaction may result in trading losses.

     Prior to exercise or  expiration,  a position in futures may be  terminated
     only by entering into a closing purchase or sale transaction. This requires
     a secondary market on the relevant contract market.  The Fund enters into a
     futures  contract or related  option  only if there  appears to be a liquid
     secondary market.  There can be no assurance,  however,  that such a liquid
     secondary  market  exists for any  particular  futures  contract or related
     option at any specific  time.  Thus,  it may not be possible to close out a
     futures position once it has been  established.  Under such  circumstances,
     the Fund  continues to be required to make daily cash payments of variation
     margin in the event of adverse price movements. In such situations,  if the
     Fund has insufficient cash, it may be required to sell portfolio securities
     to  meet  daily  variation  margin  requirements  at a time  when it may be
     disadvantageous to do so. In addition,  the Fund may be required to perform
     under the terms of the futures  contracts it holds.  The inability to close
     out  futures  positions  also could  have an  adverse  impact on the Fund's
     ability effectively to hedge its portfolio.

     Most  United  States  futures  exchanges  limit the  amount of  fluctuation
     permitted in futures  contract  prices  during a single  trading day.  This
     daily  limit  establishes  the  maximum  amount that the price of a futures
     contract  may vary  either up or down from the  previous  day's  settlement
     price at the end of a  trading  session.  Once  the  daily  limit  has been
     reached in a  particular  type of  contract,  no more trades may be made on
     that day at a price beyond that limit.  The daily limit  governs only price
     movements  during a  particular  trading day and  therefore  does not limit
     potential   losses  because  the  limit  may  prevent  the  liquidation  of
     unfavorable  positions.  Futures contract prices have occasionally moved to
     the daily  limit for  several  consecutive  trading  days with little or no
     trading,  thereby  preventing  prompt  liquidation of futures positions and
     subjecting some futures traders to substantial losses.

     Limitations  on the Use of Futures and Options on Futures  Contracts.  Each
     Fund intends to come within an exclusion  from the definition of "commodity
     pool  operator"  provided by CFTC  regulations  by  complying  with certain
     limitations on the use of futures and related  options  prescribed by those
     regulations.

     None of the Funds  will  purchase  or sell  futures  contracts  or  options
     thereon if immediately thereafter the aggregate initial margin and premiums
     exceed 5% of the fair market value of the Fund's assets,  after taking into
     account  unrealized  profits and unrealized losses on any such contracts it
     has entered into (except that in the case of an option that is in-the-money
     at the time of purchase,  the in-the-money amount generally may be excluded
     in computing the 5%).

     The Funds enter into futures  contracts  and related  options  transactions
     only for bona fide hedging  purposes as permitted by the CFTC and for other
     appropriate  risk  management  purposes,  if  any,  which  the  CFTC  deems
     appropriate  for  mutual  funds  excluded  from the  regulations  governing
     commodity  pool  operators.  The  Funds  are not  permitted  to  engage  in
     speculative   futures   trading.   Each  Fund  determines  that  the  price
     fluctuations  in the  futures  contracts  and  options on futures  used for
     hedging or risk  management  purposes  are  substantially  related to price
     fluctuations  in  securities  held  by the  Fund or  which  it  expects  to
     purchase.  In  pursuing  traditional  hedging  activities,  each Fund sells
     futures  contracts  or  acquires  puts to protect  against a decline in the
     price of  securities  that the  Fund  owns.  Each  Fund  purchases  futures
     contracts  or calls on futures  contracts  to protect  the Fund  against an
     increase in the price of securities the Fund intends to purchase  before it
     is in a position to do so.

     When a Fund purchases a futures  contract,  or purchases a call option on a
     futures  contract,  it places any asset,  including  equity  securities and
     non-investment  grade debt in a segregated account, so long as the asset is
     liquid and marked to the market daily.  The amount so  segregated  plus the
     amount of initial  margin  held for the  account  of its broker  equals the
     market value of the futures contract.

     The Funds do not maintain open short positions in futures  contracts,  call
     options  written  on  futures  contracts,   and  call  options  written  on
     securities  indices if, in the  aggregate,  the value of the open positions
     (marked to market)  exceeds the current market value of that portion of its
     securities  portfolio  being  hedged by those  futures and options  plus or
     minus the unrealized gain or loss on those open positions, adjusted for the
     historical  volatility  relationship  between that portion of the portfolio
     and the contracts (i.e., the Beta volatility  factor). To the extent a Fund
     writes  call  options  on  specific  securities  in  that  portion  of  its
     portfolio,  the value of those  securities  is  deducted  from the  current
     market  value  of  that  portion  of  the  securities  portfolio.  If  this
     limitation  is exceeded at any time,  the Fund takes prompt action to close
     out the  appropriate  number  of open  short  positions  to bring  its open
     futures and options positions within this limitation.

Forward Foreign Currency Exchange Contracts


The  International,  International  Emerging Markets and International  SmallCap
Funds may,  but are not  obligated  to,  enter  into  forward  foreign  currency
exchange contracts only under two circumstances.  First, when a Fund is entering
into a contract for the purchase or sale of a security  denominated in a foreign
currency and wants to "lock-in" the U.S.  dollar price of the security.  Second,
when the Manager  believes that the currency of a particular  foreign country in
which a portion of a Fund's  securities are denominated may suffer a substantial
decline against the U.S.  dollar. A Fund generally does not enter into a forward
contract with a term of greater than one year.

The  International,  International  Emerging Markets and International  SmallCap
Funds  enter into  forward  foreign  currency  exchange  contracts  only for the
purpose of "hedging," that is limiting the risks  associated with changes in the
relative  rates of exchange  between the U.S.  dollar and foreign  currencies in
which securities  owned by a Fund are  denominated.  They do not enter into such
forward  contracts for speculative  purposes.  A Fund sets up a separate account
with the Custodian to place foreign  securities  denominated in the currency for
which the Fund has entered into forward contracts under the second circumstance,
as set forth  above,  for the term of the forward  contract.  It should be noted
that the use of forward foreign currency  exchange  contracts does not eliminate
fluctuations in the underlying prices of the securities. It simply establishes a
rate of  exchange  between the  currencies  which can be achieved at some future
point in time.  Additionally,  although such contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency,  they also tend to
limit any  potential  gain  which  might  result  if the  value of the  currency
increases.

Repurchase Agreements


All  Principal  Funds  may  invest  in  repurchase   agreements.   None  of  the
Growth-Oriented or Income-Oriented  Funds enter into repurchase  agreements that
do not mature  within  seven days if any such  investment,  together  with other
illiquid  securities  held by the Fund,  amount to more than 15% of its  assets.
Neither of the Money Market Funds enter into  repurchase  agreements that do not
mature  within  seven  days of such  investment  together  with  other  illiquid
securities held by the Fund,  amount to more than 10% of its assets.  Repurchase
agreements typically involve the acquisition by the Fund of debt securities from
a selling financial  institution such as a bank, savings and loan association or
broker-dealer.  A repurchase  agreement provides that the Fund sells back to the
seller and that the seller repurchases the underlying  securities at a specified
price and at a fixed time in the future.  Repurchase agreements may be viewed as
loans by a Fund  collateralized by the underlying  securities.  This arrangement
results in a fixed  rate of return  that is not  subject  to market  fluctuation
during the Fund's holding period. Although repurchase agreements involve certain
risks not associated  with direct  investments in debt  securities,  each of the
Funds  follows  procedures  established  by its  Board of  Directors  which  are
designed  to  minimize  such  risks.  These  procedures  include  entering  into
repurchase  agreements only with large,  well-capitalized  and  well-established
financial  institutions  which the  Fund's  Manager,  or  Sub-Advisor,  believes
present  minimum  credit  risks.  In  addition,  the  value  of  the  collateral
underlying the  repurchase  agreement is always at least equal to the repurchase
price,  including accrued interest. In the event of a default or bankruptcy by a
selling  financial  institution,  the  affected  Fund  bears a risk of loss.  In
seeking to liquidate the collateral,  a Fund may be delayed in or prevented from
exercising  its rights and may incur certain  costs.  Further to the extent that
proceeds from any sale upon a default of the  obligation to repurchase  are less
than the repurchase price, the Fund could suffer a loss.

Lending of Portfolio Securities


All Principal Funds, except the Capital Value, Growth and Cash Management Funds,
may lend their portfolio securities. None of the Principal Funds intends to lend
its portfolio  securities if as a result the aggregate of such loans made by the
Fund would exceed 30% of its total assets.  Portfolio  securities may be lent to
unaffiliated   broker-dealers   and  other  unaffiliated   qualified   financial
institutions  provided that such loans are callable at any time on not more than
five business  days' notice and that cash or government  securities  equal to at
least 100% of the market value of the securities  loaned,  determined  daily, is
deposited by the borrower with the Fund and is maintained each business day in a
segregated  account.  While such  securities  are on loan, the borrower pays the
Fund any income  accruing  thereon.  The Fund may  invest  any cash  collateral,
thereby earning  additional  income,  or may receive an agreed-upon fee from the
borrower.  Borrowed securities must be returned when the loan is terminated. Any
gain or loss in the market price of the borrowed  securities which occurs during
the term of the loan  belongs  to the Fund  and its  shareholders.  A Fund  pays
reasonable  administrative,  custodial  and other fees in  connection  with such
loans and may pay a  negotiated  portion of the  interest  earned on the cash or
government securities pledged as collateral to the borrower or placing broker. A
Fund does not vote securities that have been loaned,  but it will call a loan of
securities in anticipation of an important vote.

When-Issued and Delayed Delivery Securities


Each of the  Principal  Funds may from  time to time  purchase  securities  on a
when-issued  basis and may  purchase or sell  securities  on a delayed  delivery
basis.  The price of such a transaction is fixed at the time of the  commitment,
but delivery and payment take place on a later  settlement  date, which may be a
month or more  after the date of the  commitment.  No  interest  accrues  to the
purchaser during this period.  The securities are subject to market  fluctuation
which involve the risk for the purchaser that yields  available in the market at
the time of delivery  are higher than those  obtained in the  transaction.  Each
Fund only purchases  securities on a when-issued or delayed  delivery basis with
the  intention  of  acquiring  the  securities.  However,  a Fund  may  sell the
securities  before the settlement date, if such action is deemed  advisable.  At
the time a Fund  commits to  purchase  securities  on a  when-issued  or delayed
delivery  basis,  it  records  the  transaction  and  reflects  the value of the
securities  in  determining  its net asset value.  Each Fund also  establishes a
segregated  account with its custodian  bank in which it maintains  cash or cash
equivalents,   United  States  Government  securities,  other  high  grade  debt
obligations and equity  securities equal in value to the Fund's  commitments for
when-issued or delayed  delivery  securities.  The availability of liquid assets
for this purpose and the effect of asset segregation on a Fund's ability to meet
its  current  obligations,  to honor  requests  for  redemption  and to have its
investment  portfolio  managed  properly  limit the extent to which the Fund may
engage in  forward  commitment  agreements.  Except as may be  imposed  by these
factors,  there is no limit on the percent of a Fund's  total assets that may be
committed to transactions in such agreements.

Money Market Instruments


The Cash  Management  Fund invests all of its  available  assets in money market
instruments  maturing in 397 days or less. The types of  instruments  which this
Fund purchases are described below.

(1)  U.S.  Government  Securities -- Securities issued or guaranteed by the U.S.
     Government, including treasury bills, notes and bonds.

(2)  U.S.  Government Agency  Securities -- Obligations  issued or guaranteed by
     agencies  or  instrumentalities  of the  U.S.  Government.  
     o   U.S. agency obligations  include,  but are not limited to, the Bank for
         Co-operatives,  Federal Home Loan Banks,  Federal  Intermediate  Credit
         Banks, and the Federal National Mortgage Association.
     o   U.S.  instrumentality  obligations include, but are not limited to, the
         Export-Import Bank and Farmers Home Administration.

     Some  obligations  issued or  guaranteed  by U.S.  Government  agencies and
     instrumentalities  are  supported  by the full faith and credit of the U.S.
     Treasury.  Others,  such as those issued by the Federal  National  Mortgage
     Association,   are  supported  by  discretionary   authority  of  the  U.S.
     Government   to   purchase   certain   obligations   of   the   agency   or
     instrumentality.  Still  others,  such as those  issued by the Student Loan
     Marketing  Association,  are supported  only by the credit of the agency or
     instrumentality.

(3)  Bank  Obligations --  Certificates  of deposit,  time deposits and bankers'
     acceptances  of U.S.  commercial  banks having total assets of at least one
     billion dollars and overseas branches of U.S.  commercial banks and foreign
     banks, which in the Manager's opinion, are of comparable quality.  However,
     each such bank with its  branches has total assets of at least five billion
     dollars, and certificates,  including time deposits of domestic savings and
     loan  associations  having at least one billion dollars in assets which are
     insured by the Federal Savings and Loan Insurance Corporation. The Fund may
     acquire  obligations  of U.S.  banks  which are not  members of the Federal
     Reserve System or of the Federal Deposit Insurance Corporation.

     Any  obligations  of foreign  banks must be  denominated  in U.S.  dollars.
     Obligations of foreign banks and  obligations of overseas  branches of U.S.
     banks are subject to somewhat different regulations and risks than those of
     U.S.  domestic banks. For example,  an issuing bank may be able to maintain
     that the liability for an investment is solely that of the overseas  branch
     which  could  expose  the  Fund to a  greater  risk of loss.  In  addition,
     obligations  of foreign banks or of overseas  branches of U.S. banks may be
     affected by governmental action in the country of domicile of the branch or
     parent bank. Examples of adverse foreign  governmental  actions include the
     imposition of currency  controls,  the imposition of  withholding  taxes on
     interest income payable on such obligations,  interest limitations, seizure
     or nationalization of assets, or the declaration of a moratorium.  Deposits
     in foreign banks or foreign  branches of U.S.  banks are not covered by the
     Federal  Deposit  Insurance  Corporation.  The Fund  only  buys  short-term
     instruments where the risks of adverse  governmental action are believed by
     the Manager to be minimal.  The Fund  considers  these  factors  along with
     other appropriate  factors in making an investment decision to acquire such
     obligations.  It only acquires  those which,  in the opinion of management,
     are of an investment  quality comparable to other debt securities bought by
     the Fund.  The Fund invests in  certificates  of deposit of selected  banks
     having less than one billion dollars of assets  providing the  certificates
     do not exceed the level of insurance  (currently  $100,000) provided by the
     applicable government agency.

     A certificate  of deposit is issued  against  funds  deposited in a bank or
     savings and loan  association for a definite period of time, at a specified
     rate  of  return.   Normally  they  are  negotiable.   However,   the  Fund
     occasionally  invests in  certificates of deposit which are not negotiable.
     Such  certificates  may  provide  for  interest  penalties  in the event of
     withdrawal prior to their maturity.  A bankers'  acceptance is a short-term
     credit  instrument  issued by corporations  to finance the import,  export,
     transfer  or  storage  of goods.  They are  termed  "accepted"  when a bank
     guarantees their payment at maturity and reflect the obligation of both the
     bank and drawer to pay the face amount of the instrument at maturity.

(4)  Commercial  Paper -- Short-term  promissory notes issued by U.S. or foreign
     corporations.

(5)  Short-term Corporate Debt -- Corporate notes, bonds and debentures which at
     the time of purchase have 397 days or less remaining to maturity.

(6)  Repurchase  Agreements -- Instruments  under which securities are purchased
     from a bank  or  securities  dealer  with an  agreement  by the  seller  to
     repurchase  the  securities  at the same price plus interest at a specified
     rate. (See "FUND INVESTMENTS - Repurchase Agreements.")

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

The ratings of nationally  recognized  statistical rating organization  (NRSRO),
such as Moody's  Investor  Services,  Inc.  ("Moody's")  and Standard and Poor's
("S&P"),  which are described in Appendix A, represent  their opinions as to the
quality of the money market  instruments which they undertake to rate. It should
be emphasized,  however, that ratings are general and are not absolute standards
of quality.  These ratings,  including  ratings of NRSROs other than Moody's and
S&P, are the initial  criteria for selection of portfolio  investments,  but the
Manager further evaluates these securities.

Municipal Obligations


The Tax-Exempt  Bond Fund and Tax-Exempt Cash Management Fund can each invest in
"Municipal  Obligations."  Municipal Obligations are obligations issued by or on
behalf of states,  territories,  and  possessions  of the United  States and the
District  of  Columbia   and  their   political   subdivisions,   agencies   and
instrumentalities,  including municipal  utilities,  or multi-state  agencies or
authorities. The interest on Municipal Obligations is exempt from federal income
tax in the opinion of bond counsel to the issuer. Three major classifications of
Municipal  Obligations are:  Municipal Bonds, which generally have a maturity at
the time of issue of one year or more,  Municipal Notes,  which generally have a
maturity  at the time of issue of six  months  to  three  years,  and  Municipal
Commercial  Paper,  which generally has a maturity at the time of issue of 30 to
270  days.  The  Tax-Exempt  Cash  Management  Fund  only  purchases   Municipal
Obligations  that, at the time of purchase,  have 397 days or less  remaining to
maturity or have a variable or floating rate of interest.

The term  "Municipal  Obligations"  includes debt  obligations  issued to obtain
funds for various public purposes, including the construction of a wide range of
public facilities such as airports,  bridges, highways, housing, hospitals, mass
transportation, schools, streets, water and sewer works, and electric utilities.
Other  public  purposes  for which  Municipal  Obligations  are  issued  include
refunding  outstanding  obligations,   obtaining  funds  for  general  operating
expenses and lending such funds to other public institutions and facilities.

Industrial development bonds are issued by or on behalf of public authorities to
obtain funds to provide for the construction,  equipment,  repair or improvement
of privately operated housing facilities, sports facilities, convention or trade
show facilities,  airport, mass transit, industrial, port or parking facilities,
air or water pollution control facilities and certain local facilities for water
supply, gas, electricity or sewage or solid waste disposal.  They are considered
to be Municipal  Obligations  if the interest  paid thereon  qualifies as exempt
from  federal  income tax in the  opinion of bond  counsel to the  issuer,  even
though the interest may be subject to the federal alternative minimum tax.

Municipal Bonds. Municipal Bonds may be either "general obligation" or "revenue"
issues.  General  obligation  bonds are  secured by the  issuer's  pledge of its
faith,  credit  and taxing  power for the  payment of  principal  and  interest.
Revenue bonds are payable from the revenues  derived from a particular  facility
or class of facilities or, in some cases,  from the proceeds of a special excise
tax or other  specific  revenue source (e.g.,  the user of the facilities  being
financed),  but not from the general taxing power.  Industrial development bonds
and pollution control bonds in most cases are revenue bonds and generally do not
carry the pledge of the credit of the issuing  municipality.  The payment of the
principal and interest on industrial revenue bonds depends solely on the ability
of the user of the  facilities  financed  by the  bonds  to meet  its  financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment.  The Fund may also invest in "moral obligation" bonds
which are normally issued by special purpose public authorities. If an issuer of
moral obligation  bonds is unable to meet its obligations,  the repayment of the
bonds  becomes a moral  commitment  but not a legal  obligation  of the state or
municipality in question.

Municipal Notes.  Municipal Notes usually are general  obligations of the issuer
and are sold in anticipation  of a bond sale,  collection of taxes or receipt of
other revenues.  Payment of these notes is primarily dependent upon the issuer's
receipt of the  anticipated  revenues.  Other notes include  "Construction  Loan
Notes" issued to provide construction financing for specific projects, and "Bank
Notes" issued by local  governmental  bodies and agencies to commercial banks as
evidence  of  borrowings.  Some  notes  ("Project  Notes")  are  issued by local
agencies under a program administered by the United States Department of Housing
and Urban Development.
Project Notes are secured by the full faith and credit of the United States.

Bond  Anticipation  Notes (BANs) are usually  general  obligations  of state and
local  governmental  issuers  which are sold to  obtain  interim  financing  for
projects  that will  eventually  be funded  through the sale of  long-term  debt
obligations  or bonds.  The ability of an issuer to meet its  obligations on its
BANs is primarily  dependent on the issuer's  access to the long-term  municipal
bond market and the likelihood that the proceeds of such bond sales will be used
to pay the principal and interest on the BANs.

Tax  Anticipation  Notes  (TANs)  are issued by state and local  governments  to
finance the current operations of such governments. Repayment is generally to be
derived from specific future tax revenues.  TANs are usually general obligations
of the issuer.  A weakness in an issuer's  capacity to raise taxes due to, among
other  things,  a  decline  in its tax  base or a rise in  delinquencies,  could
adversely  affect the issuer's  ability to meet its  obligations  on outstanding
TANs.

Revenue  Anticipation  Notes (RANs) are issued by  governments  or  governmental
bodies with the expectation  that future revenues from a designated  source will
be used to repay the notes. In general they also constitute general  obligations
of the  issuer.  A  decline  in the  receipt  of  projected  revenues,  such  as
anticipated revenues from another level of government, could adversely affect an
issuer's ability to meet its obligations on outstanding  RANs. In addition,  the
possibility  that the  revenues  would,  when  received,  be used to meet  other
obligations  could  affect the  ability of the issuer to pay the  principal  and
interest on RANs.

Construction  Loan  Notes  are  issued to  provide  construction  financing  for
specific projects. Frequently, these notes are redeemed with funds obtained from
the Federal Housing Administration.

Bank Notes are notes issued by local  governmental  bodies and agencies  such as
those  described  above to  commercial  banks as  evidence  of  borrowings.  The
purposes  for which the notes are  issued  are  varied  but they are  frequently
issued to meet short-term  working-capital or capital-project needs. These notes
may have risks similar to the risks associated with TANs and RANs.

Municipal  Commercial  Paper.  Municipal  Commercial  Paper refers to short-term
obligations  of  municipalities  which may be issued  at a  discount  and may be
referred to as Short-Term Discount Notes.  Municipal  Commercial Paper is likely
to be used to meet seasonal  working  capital needs of a municipality or interim
construction  financing.  Generally they are repaid from general revenues of the
municipality  or  refinanced  with  long-term  debt.  In  most  cases  Municipal
Commercial  Paper is backed by  letters  of  credit,  lending  agreements,  note
repurchase  agreements or other credit facility  agreements  offered by banks or
other institutions.

Variable  and  Floating  Rate  Obligations.   Certain   Municipal   Obligations,
obligations  issued or  guaranteed  by the U.S.  Government  or its  agencies or
instrumentalities  and debt instruments issued by domestic banks or corporations
may carry variable or floating rates of interest. Such instruments bear interest
at rates which are not fixed,  but which vary with changes in  specified  market
rates or indices,  such as a bank prime rate or  tax-exempt  money market index.
Variable  rate notes are  adjusted  to current  interest  rate levels at certain
specified  times,   such  as  every  30  days.  A  floating  rate  note  adjusts
automatically  whenever  there is a change in its base interest  rate  adjustor,
e.g., a change in the prime  lending rate or specified  interest  rate  indices.
Typically such instruments  carry demand features  permitting the Fund to redeem
at par.

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

The Funds may  purchase  participation  interests  in  variable  rate  Municipal
Obligations  (such as industrial  development  bonds). A participation  interest
gives the  purchaser an undivided  interest in the  Municipal  Obligation in the
proportion that its  participation  interest bears to the total principal amount
of the  Municipal  Obligation.  A Fund has the right to demand  payment on seven
days' notice,  for all or any part of the Fund's  participation  interest in the
Municipal  Obligation,  plus accrued interest.  Each  participation  interest is
backed  by an  irrevocable  letter  of  credit  or  guarantee  of a  bank.  Each
participation interest is backed by an irrevocable letter of credit or guarantee
of a bank.  Banks will  retain a service  and letter of credit fee and a fee for
issuing repurchase  commitments in an amount equal to the excess of the interest
paid on the  Municipal  Obligations  over the  negotiated  yield  at  which  the
instruments  were  purchased  by the Funds.  No Fund  committed  during the last
fiscal year or intends to commit during the present  fiscal year more than 5% of
its net assets to participation interests.

Other  Municipal   Obligations.   Other  kinds  of  Municipal   Obligations  are
occasionally  available in the marketplace,  and a Fund may invest in such other
kinds of obligations to the extent consistent with its investment  objective and
limitations.  Such  obligations  may be issued for  different  purposes and with
different security than those mentioned above.

Risks  of  Municipal  Obligations.  The  yields  on  Municipal  Obligations  are
dependent  on a variety of factors,  including  general  economic  and  monetary
conditions,  money  market  factors,  conditions  in the  Municipal  Obligations
market, size of a particular offering, maturity of the obligation, and rating of
the issue. Each Fund's ability to achieve its investment  objective also depends
on the continuing  ability of the issuers of the Municipal  Obligations in which
it invests to meet their  obligation  for the payment of interest and  principal
when due.

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

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

Taxable Investments of the Tax-Exempt Bond Fund


The  Tax-Exempt  Bond  Fund  may  invest  up to  20% of its  assets  in  taxable
short-term  investments  consisting of:  Obligations issued or guaranteed by the
United  States  Government or its agencies or  instrumentalities;  domestic bank
certificates  of deposit and bankers'  acceptances;  short-term  corporate  debt
securities  such  as  commercial  paper;  and  repurchase  agreements  ("Taxable
Investments"). These investments must have a stated maturity of one year or less
at the time of purchase and must meet the following  standards:  banks must have
assets of at least $1  billion;  commercial  paper must be rated at least "A" by
S&P or "Prime" by Moody's or, if not rated,  must be issued by companies  having
an outstanding debt issue rated at least "A" by S&P or Moody's;  corporate bonds
and  debentures  must be rated at least "A" by S&P or Moody's.  Interest  earned
from Taxable  Investments  is taxable to investors.  When, in the opinion of the
Fund's Manager, it is advisable to maintain a temporary "defensive" posture, the
Fund may invest  more than 20% of its total  assets in Taxable  Investments.  At
other times,  Taxable  Investments,  Municipal  Obligations that do not meet the
quality  standards  required for the 80% portion of the  portfolio and Municipal
Obligations  the  interest  on which is  treated  as a tax  preference  item for
purposes  of the  federal  alternative  minimum  tax will not  exceed 20% of the
Fund's total assets.

Temporary Investments for the Tax-Exempt Cash Management Fund


The Tax-Exempt Cash Management Fund may invest,  on a temporary basis, up to 20%
of its net assets in taxable short-term  investments  consisting of: obligations
issued  or  guaranteed  by the  United  States  Government  or its  agencies  or
instrumentalities;  U.S.  dollar  denominated  certificates of deposit issued by
U.S.  banks and bankers'  acceptances;  commercial  paper of U.S.  corporations;
short-term  corporate debt  securities;  and repurchase  agreements  ("Temporary
Investments"). These investments must have a stated maturity of 397 days or less
at the  time of  purchase  and  must  meet  the  same  standards  that  apply to
securities  in which the Cash  Management  Fund  invests.  Interest  earned from
Temporary  Investments  is taxable to  investors.  When,  in the  opinion of the
Fund's Manager, it is advisable to maintain a temporary "defensive" posture, the
Fund may invest more than 20% of its total assets in Temporary Investments.

Portfolio Turnover


Portfolio  turnover normally differs for each Fund, varies from year to year (as
well as within a year) and is affected by portfolio sales necessary to meet cash
requirements for redemptions of Fund shares.  This requirement may in some cases
limit  the  ability  of a Fund to effect  certain  portfolio  transactions.  The
portfolio  turnover  rate for a Fund is  calculated  by  dividing  the lesser of
purchases  or sales of its  portfolio  securities  during the fiscal year by the
monthly  average of the value of its portfolio  securities  (excluding  from the
computation all securities,  including  options,  with maturities at the time of
acquisition  of one year or less). A high rate of portfolio  turnover  generally
involves correspondingly greater brokerage commission expenses which are paid by
the Fund.

No portfolio  turnover rate can be calculated for the Money Market Funds because
of the short maturities of the securities in which they invest.

The portfolio turnover rates for each of the other Funds for its most recent and
immediately  preceding fiscal periods were as follows (annualized when reporting
period is less than one year):

          Balanced Fund                               57.0% and 27.6%
          Blue Chip Fund                              0.5% and 55.4%
          Bond Fund                                   15.2% and12.8%
          Capital Value Fund                          23.2% and 30.8%
          Government Securities Income Fund           17.1% and 10.8%
          Growth Fund                                 21.9% and16.5%
          High Yield Fund                             65.9% and 39.2%
          International Emerging Markets Fund         45.2% and 21.4%
          International Fund                          38.7% and 26.6%
          International SmallCap Fund                 99.8% and10.4%
          Limited Term Bond Fund                      23.8% and 17.4%
          MidCap Fund                                 25.1% and 9.5%
          Real Estate Fund                            60.4%
          SmallCap Fund                               20.5%
          Tax-Exempt Bond Fund                        6.6% and 8.9%
          Utilities Fund                              11.9% and 22.5%

Fund History


The Funds were incorporated in Maryland on the following dates:

          Balanced Fund                               November 26, 1986
          Blue Chip Fund                              December 10, 1990
          Bond Fund                                   December 2, 1986
          Capital Value Fund                          May 26, 1989*
          Cash Management Fund                        June 10, 1982
          International Emerging Markets Fund         May 27, 1997
          Government Securities Income Fund           September 5, 1984
          Growth Fund                                 May 26, 1989*
          High Yield Fund                             November 26, 1986
          International Fund                          May 12, 1981
          International SmallCap Fund                 May 27, 1997
          Limited Term Bond Fund                      August 9, 1995
          MidCap Fund                                 February 20, 1987
          Real Estate Fund                            May 27, 1997
          SmallCap Fund                               August 13, 1997
          Tax-Exempt Bond Fund                        June 7, 1985
          Tax-Exempt Cash Management Fund             August 17, 1987
          Utilities Fund                              September 3, 1992

   * effective  November  1,  1989  the  Fund  succeeded  to the  business  of a
     predecessor Fund that had been incorporated in Delaware of February 6, 1969

MANAGEMENT OF THE FUND

Board of Directors

Under  Maryland  law,  a Board of  Directors  oversees  each of the  Funds.  The
Directors  have  financial or other  relevant  experience and meet several times
during the year to review contracts, Fund activities and the quality of services
provided  to the Funds.  Other  than  serving  as  Directors,  most of the Board
members have no affiliation with the Funds or service providers.

The current  Directors  and Officers  are shown below.  Each person also has the
same position with the Principal  Variable  Contracts  Fund,  Inc. which is also
sponsored by Principal Life Insurance  Company.  Unless an address is shown, the
mailing address for the Directors and Officers is Principal Financial Group, Des
Moines, Iowa 50392.

*    John E. Aschenbrenner,  49, Director. Senior Vice President, Principal Life
     Insurance   Company  since  1996;  Vice  President  -  Individual   Markets
     1990-1996. Director, Principal Management Corporation and Princor Financial
     Services Corporation.

@    James  D.  Davis,  64,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
     Attorney. Vice President, Deere and Company, Retired.

     Pamela A. Ferguson, 55, Director.  4112 River Oaks Drive, Des Moines, Iowa.
     Professor of  Mathematics,  Grinnell  College  since 1998.  Prior  thereto,
     President, Grinnell College.

*    Dennis P. Francis,  55,  Director.  Senior Vice  President,  Principal Life
     Insurance  Company  since 1998;  Vice  President -  Commerical  Real Estate
     1990-1998.

@    Richard W. Gilbert, 58, Director. 1357 Asbury Avenue,  Winnetka,  Illinois.
     President,   Gilbert  Communications,   Inc.  since  1993.  Prior  thereto,
     President and Publisher, Pioneer Press.

*&   J. Barry  Griswell,  49,  Director  and  Chairman of the Board.  President,
     Principal Life  Insurance  Company since 1998;  Executive  Vice  President,
     1996-1998; Senior Vice President,  1991-1996.  Director and Chairman of the
     Board,  Principal  Management  Corporation and Princor  Financial  Services
     Corporation.

*&   Stephan L. Jones,  63, Director and President.  Vice  President,  Principal
     Life  Insurance  Company  since  1986.  Director  and  President,   Princor
     Financial Services Corporation and Principal Management Corporation.

     Barbara A.  Lukavsky,  58,  Director.  13731 Bay Hill Court,  Clive,  Iowa.
     President and CEO,  Barbican  Enterprises,  Inc. since 1997.  President and
     CEO, Lu San ELITE USA, L.C. 1985-1998.

@&   Richard G. Peebler, 69, Director.  1916 79th Street, Des Moines, Iowa. Dean
     and Professor  Emeritus,  Drake University,  College of Business and Public
     Administration,  since 1996. Prior thereto,  Professor,  Drake  University,
     College of Business and Public Administration.

*    Craig L. Bassett,  46,  Treasurer.  Second Vice  President  and  Treasurer,
     Principal Life Insurance Company since 1998. Director - Treasury 1996-1998.
     Prior thereto, Associate Treasurer.

*    Michael J. Beer , 38,  Financial  Officer.  Senior Vice President and Chief
     Operating  Officer,  Princor Financial  Services  Corporation and Principal
     Management Corporation, since 1997. Prior thereto, Vice President and Chief
     Operating Officer, 1995-1997. Prior thereto, Financial Officer.

     Michael  W.  Cumings,  47,  Assistant  Counsel.  Counsel,   Principal  Life
     Insurance Company since 1989.

*    Arthur S. Filean, 60, Vice President and Secretary. Vice President, Princor
     Financial  Services  Corporation,  since 1990.  Vice  President,  Principal
     Management Corporation, since 1996.

*    Ernest H. Gillum, 43, Assistant Secretary.  Vice President - Compliance and
     Product  Development,  Princor Financial Services Corporation and Principal
     Management   Corporation,   since  1998.  Prior  thereto,   Assistant  Vice
     President,   Registered  Products,   1995-1998.   Prior  thereto,   Product
     Development and Compliance Officer.

     Jane E. Karli, 41, Assistant Treasurer. Assistant Treasurer, Principal Life
     Insurance Company since 1998;  Senior Accounting and Custody  Administrator
     1994-1998; Prior thereto, Senior Investment Cost Accountant.

*    Michael D. Roughton, 47, Counsel. Counsel, Principal Life Insurance Company
     since 1994.  Prior thereto,  Assistant  Counsel.  Counsel,  Invista Capital
     Management,   Inc.,  Princor  Financial  Services  Corporation,   Principal
     Investors Corporation and Principal Management Corporation.

*    Considered to be "Interested  Persons" as defined in the Investment Company
     Act of 1940, as amended,  because of current or former affiliation with the
     Manager or Principal Life.

@    Member of Audit and Nominating Committee

&    Member of Executive Committee (which is selected by the Board and which may
     exercise  all the powers of the Board,  with certain  exceptions,  when the
     Board is not in  session.  The  Committee  must  report its  actions to the
     Board.)


<TABLE>
<CAPTION>
                                                   COMPENSATION TABLE*
                                           fiscal year ended October 31, 1998
              Director                   Compensation from Each Principal Fund                Compensation from Fund Complex
              --------                   -------------------------------------                ------------------------------
<S>       <C>                                            <C>                                                <C>    
          James D. Davis                                 $21,450                                            $50,775
          Pamela A. Ferguson                              20,100                                             43,950
          Richard W. Gilbert                              21,450                                             48,825
          Barbara A. Lukavsky                             21,450                                             50,775
          Richard G. Peebler**                            21,000                                             44,400

<FN>
     *   None of the Funds provide retirement benefits for any of the directors.

     **  Richard G. Peebler received $1,200 from each of the Principal Funds. In
         addition,  he received  fees as a result of  services on the  Executive
         Committee of the following funds:
</FN>
</TABLE>
             Principal Capital Value Fund, Inc.                       $225
             Principal Growth Fund, Inc.                               225
             Principal International Fund, Inc.                        150
             rincipal International Emerging Markets Fund, Inc.        75
             Principal International SmallCap Fund, Inc.                75
             Principal MidCap Fund, Inc.                               150

As of February 12, 1999,  Principal  Life  Insurance  Company,  a life insurance
company  organized  in  1879  under  the  laws of  Iowa,  its  subsidiaries  and
affiliates owned of record a percentage of the outstanding voting shares of each
Fund:
                                                                % of Outstanding
                              Fund                                 Shares Owned
                              ----                              ----------------
             Balanced Fund                                            0.17%
             Blue Chip Fund                                           0.86
             Bond Fund                                                0.62
             Capital Value Fund                                      23.73
             Cash Management Fund                                     8.70
             Government Securities Income Fund                        0.04
             Growth Fund                                              0.41
             High Yield Fund                                          7.37
             International Emerging Markets Fund                     47.31
             International Fund                                      23.00
             International SmallCap Fund                             43.91
             Limited Term Bond Fund                                  31.30
             MidCap Fund                                              0.65
             Real Estate Fund                                        69.38
             SmallCap Fund                                           22.56
             Tax-Exempt Bond Fund                                     0.05
             Tax-Exempt Cash Management Fund                          3.94
             Utilities Fund                                           0.25

As of December  31, 1998,  the  Officers  and  Directors of each Fund as a group
owned less than 1% of the outstanding shares of any of the Funds.

As of February 16, 1999,  the  following  shareholders  of the Funds owned 5% or
more of the outstanding shares of the Funds:

<TABLE>
<CAPTION>
                                                                                                                    Percentage
                             Name                                              Address                             of Ownership
                             ----                                              -------                             ------------
<S>                                                               <C>                                                  <C>
   Principal Cash Management Fund, Inc.
   Class A

   Delaware Charter Guarantee & Trust Co.                         PO Box 8704                                           8.8%
   Attn: Thomas R. Kline, CFO                                     Wilmington, DE  19899-8704

   Class B

   Fahnestock & Co, Inc. FBO                                      125 Broad Street                                      6.1
   Wassberg Gallagher & Stalter                                   New York, MO  64111

   Principal High Yield Fund, Inc.
   Class R

   Principal Life Insurance Company Custodian                     1313 Little Blue Heron Ct.                            6.2
   IRA of William Flatley                                         Naples, FL 34108-3311

   Principal International Emerging Markets Fund, Inc.
   Class R

   Principal Life Insurance Company Custodian                     RR 4                                                  6.7
   Roth Conversion IRA of Gordon F. Reabe, Jr.                    Lake Lotawana, MO  64086-9804

   Principal Limited Term Bond Fund, Inc.
   Class B

   Everen Securities, Inc. A/C                                    111 East Kilbourn Avenue                              5.7
   Meramec Valley Mutual Insurance Co.                            Milwaukee, MO  63023-0100

   Class R

   Principal Life Insurance Company Custodian                     4164 Salt Works Rd                                    5.3
   Rollover IRA of                                                Medina, NY 14103-9555
   Ronald E. Levine

   Principal Life Insurance Company Custodian                     349 W State St.                                       7.1
   Rollover IRA of                                                South Elgin, IL  60177-1930
   Alvin Horn

   Principal Tax-Exempt Bond Fund, Inc.
   Class B

   Allan S. Noddle                                                The Grand Oudezijds Voorburgawal 197                  8.9
                                                                  Amsterdam Netherlands 1012 Ex
                                                                  Netherlands
   Principal Tax-Exempt Cash Management Fund, Inc.

   Dolores A. Staples                                             1054 19th Street                                      7.0
                                                                  West Des Moines, IA 50265-2339
</TABLE>
MANAGER AND SUB-ADVISOR

The  Manager  of  each of the  Funds  is  Principal  Management  Corporation,  a
wholly-owned  subsidiary of Princor  Financial  Services  Corporation which is a
wholly-owned subsidiary of Principal Holding Company.  Principal Holding Company
is a holding  company  which is a  wholly-owned  subsidiary  of  Principal  Life
Insurance  Company, a life insurance company organized in 1879 under the laws of
the state of Iowa. The address of the Manager is the Principal  Financial Group,
Des Moines,  Iowa 50392-0200.  The Manager was organized on January 10, 1969 and
since that time has managed  various  mutual funds  sponsored by Principal  Life
Insurance Company.

The Manager has  executed an  agreement  with Invista  Capital  Management,  LLC
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment  advisory services for each of the Growth-Oriented
Funds (except the Real Estate Fund), the Government  Securities  Income Fund and
the  Limited  Term Bond Fund.  The  Manager  reimburses  Invista for the cost of
providing  these services.  Invista,  an indirectly  wholly-owned  subsidiary of
Principal Life Insurance Company and an affiliate of the Manager, was founded in
1985 and manages  investments for institutional  investors,  including Principal
Life  Insurance  Company.  Assets  under  management  at December  31, 1998 were
approximately $31 billion.  Invista's address is 1800 Hub Tower, 699 Walnut, Des
Moines, Iowa 50309.

The  Manager,  Invista  and each of the  Funds  have  adopted  a Code of  Ethics
designed to prevent  persons with access to information  regarding the portfolio
trading  activity of the Funds from using that  information  for their  personal
benefit.  In certain  circumstances  personal securities trading is permitted in
accordance  with  procedures  established  by the Code of Ethics.  The Boards of
Directors for the Manager, Invista and each of the Funds periodically review the
Code of Ethics.

Each of the persons  affiliated with a Fund who is also an affiliated  person of
the Manager or Sub-Advisor is named below, together with the capacities in which
such person is affiliated:
<TABLE>
<CAPTION>
         Name                  Office Held With Each Fund                        Office Held With The Manager/Invista
         ----                  --------------------------                        ------------------------------------

<S>                        <C>                                     <C>
John  E. Aschenbrenner     Director                                Director (Manager)
Michael J. Beer            Financial Officer                       Vice President and Chief Operating Officer (Manager)
Arthur S. Filean           Vice President and Secretary            Vice President (Manager)
Ernest H. Gillum           Assistant Secretary                     Vice President, Compliance and Product Development (Manager)
J. Barry Griswell          Director and Chairman of the Board      Director and Chairman of the Board (Manager)
Stephan L. Jones           Director and President                  Director and President (Manager)
Michael D. Roughton        Counsel                                 Counsel (Manager; Invista)
</TABLE>
COST OF MANAGER'S SERVICES

For providing the investment  advisory  services,  and specified other services,
the  Manager,  under the terms of the  Management  Agreement  for each Fund,  is
entitled to receive a fee computed and accrued daily and payable monthly, at the
following annual rates:

<TABLE>
<CAPTION>
                                                        Net Asset Value of Fund
                                                        -----------------------
                                                 First             Next             Next              Next             Over
                                             $100,000,000      $100,000,000     $100,000,000      $100,000,000     $400,000,000
                                             ------------      ------------     ------------      ------------     ------------
<S>                                             <C>               <C>              <C>               <C>               <C> 
Balanced, High Yield, and Utilities Funds        .60%              .55%             .50%              .45%              .40%
International Emerging Markets Fund             1.25              1.20             1.15              1.10              1.05
International Fund                               .75               .70              .65               .60               .55
International SmallCap Fund                     1.20              1.15             1.10              1.05              1.00
MidCap Fund                                      .65               .60              .55               .50               .45
Real Estate Fund                                 .90               .85              .80               .75               .70
SmallCap Fund                                    .85               .80              .75               .70               .65
All Other Funds                                  .50               .45              .40               .35               .30
</TABLE>

There is no  assurance  that any of the Funds' net assets will reach  sufficient
amounts to be able to take  advantage of the rate  decreases.  The net assets of
each  Fund on  October  31,  1998  and the  rate of the fee for  each  Fund  for
investment  management services as provided in the Management  Agreement for the
fiscal year then ended were as follows:
                                                               Management Fee
                                       Net Assets as of    For Fiscal Year Ended
               Fund                    October 31, 1998       October 31, 1998
               ----                    ----------------    ---------------------
Balanced Fund                             $142,777,667             .59%
Blue Chip Fund                             193,834,531             .48
Bond Fund                                  182,742,664             .48*
Capital Value Fund                         647,492,207             .38
Cash Management Fund                       308,933,585             .38*
Government Securities Income Fund          283,981,376             .46
Growth Fund                                491,320,149             .41
High Yield Fund                             44,734,802             .60
International Fund                         362,172,335             .68
International Emerging Markets Fund         12,789,905            1.25
International SmallCap Fund                 21,667,242            1.20
Limited Term Bond Fund                      31,370,705             .50*
MidCap Fund                                424,839,839             .56
Real Estate Fund                            11,537,737             .89
SmallCap Fund                               29,776,443             .75
Tax-Exempt Bond Fund                       216,283,905             .47
Tax-Exempt Cash Management Fund             26,340,314             .50*
Utilities Fund                              98,928,795             .60*

     * Before waiver.

Under a Sub-Advisory Agreement between Invista and the Manager, Invista performs
all the investment advisory responsibilities of the Manager under the Management
Agreement  for the  Growth-Oriented  Funds  (except the Real Estate  Fund),  the
Government  Securities Income Fund, the Limited Term Bond Fund and the Utilities
Fund. The Manager compensates Invista for its sub-advisory  services as provided
in the Sub-Advisory  Agreement between Invista and the Manager.  The Manager may
periodically reallocate management fees between itself and Invista.

The Manager pays for office space,  facilities and simple business equipment and
the costs of keeping the books of the Fund.  The Manager  also  compensates  all
personnel  who are officers and  directors,  if such  officers and directors are
also affiliated with the Manager.

Each Fund pays all its other corporate expenses incurred in the operation of the
Fund and the continuous public offering of its shares, but not selling expenses.
Among other expenses, the Fund pays its taxes (if any), brokerage commissions on
portfolio  transactions,  interest,  the cost of stock  issue and  transfer  and
dividend disbursement,  administration of shareholder accounts,  custodial fees,
expenses  of  registering  and  qualifying  shares  for sale  after the  initial
registration,  auditing and legal  expenses,  fees and expenses of  unaffiliated
directors,  and costs of  shareholder  meetings.  The Manager pays most of these
expenses  in the  first  instance,  and is  reimbursed  for  them by the Fund as
provided in the Management  Agreement.  The Manager also is responsible  for the
performance of certain of the functions  described  above,  such as transfer and
dividend  disbursement and administration of shareholder  accounts,  the cost of
which the Manager is reimbursed by the Fund.

Fees paid for investment  management  services during the periods indicated were
as follows:
<TABLE>
<CAPTION>
                                                         Management Fees For Fiscal Years Ended October 31,
                                               ----------------------------------------------------------------------
                   Fund                            1998                          1997                     1996
                   ----                        -----------                   ------------              ------------
<S>                                            <C>                           <C>                       <C>         
Balanced Fund                                  $   750,616                   $    556,009              $    404,461
Blue Chip Fund                                     764,784                        417,958                   212,845
Bond Fund                                          782,241(1)                     636,217(1)                534,366(1)
Capital Value Fund                               2,349,118                      2,031,143                 1,671,502
Cash Management    Fund                          2,127,595(1)                   2,864,916(1)              2,555,687(1)
Government Securities Income Fund                1,239,644                      1,227,604                 1,223,631
Growth Fund                                      1,863,070                      1,443,120                 1,040,897
High Yield Fund                                    287,858                        230,667                   159,773
International Emerging Markets Fund                157,324                         28,487(3)                    N/A
International Fund                               2,492,037                      1,882,664                 1,154,783
International SmallCap Fund                        242,403                         30,283(3)                    N/A
Limited Term Bond Fund                             133,825(1)                      97,039(1)                 18,619(1)(2)
MidCap Fund                                      2,548,924                      2,004,305                 1,293,848
Real Estate Fund                                    87,653(4)                         N/A                       N/A
SmallCap Fund                                      147,083(4)                         N/A                       N/A
Tax-Exempt Bond Fund                               974,740                        941,387                   888,967
Tax-Exempt Cash Management Fund                    316,084(1)                     499,606(1)                451,467(1)
Utilities Fund                                     531,644(1)                     436,296(1)                375,780(1)

<FN>
     (1) Before waiver.
     (2) Period from  February  29,  1996 (Date  Operations  Commenced)  through
         October 31, 1996.
     (3) Period from August 29, 1997 (Date Operations Commenced) through October
         31, 1997.  
     (4) Period from January 1, 1998 (Date  Operations  Commenced) through 
         October 31, 1998.
</FN>
</TABLE>
The Manager waived $100,270, $59,630 and $25,970 of its fee for the Limited Term
Bond Fund for the years  ended  October  31,  1998,  1997 and the  period  ended
October 31,  1996,  respectively.  The Manager  waived  $172,366,  $60,665,  and
$28,413 of its fee for the Bond Fund for the years ended October 31, 1998,  1997
and 1996, respectively. The Manager also waived $59,049, $33,785, and $76,266 of
its fee for the Tax-Exempt  Cash Management Fund for the years ended October 31,
1998, 1997 and 1996,  respectively.  The Manager also waived $1,343,  $7,933 and
$13,242 of its fee for the Cash  Management Fund for the years ended October 31,
1998, 1997 and 1996, respectively. The Manager also waived $82,515, $79,048, and
$61,622 of its fee for the Utilities  Fund for the years ended October 31, 1998,
1997 and 1996, respectively.

Costs reimbursed to the Manager during the periods indicated for providing other
services pursuant to the Management  Agreement were as follows:
<TABLE>
<CAPTION>
                                                                         Reimbursement by Fund 
                                                                          of Certain Costs For
                 Fund                                                 Fiscal Years Ended October 31,
                 ----                               ------------------------------------------------------------------
                                                       1998                      1997                       1996
                                                    ----------                ----------                -----------
<S>                                                 <C>                       <C>                       <C>        
Balanced Fund                                       $  521,852                $  364,442                $   251,542
Blue Chip Fund                                         832,394                   402,003                    206,942
Bond Fund                                              482,817                   278,385                    221,648
Capital Value Fund                                   1,247,865                   837,825                    567,786
Cash Management Fund                                   854,575                 1,833,423                  1,762,455
Government Securities Income Fund                      499,207                   407,146                    394,360
Growth Fund                                          1,421,948                 1,121,832                    837,917
High Yield Fund                                        217,020                    98,481                     66,305
International Emerging Markets Fund                    119,948                     4,116(2)                     N/A
International Fund                                   1,168,106                   906,359                    598,305
International SmallCap Fund                            153,320                     4,283(2)                     N/A
Limited Term Bond Fund                                  90,187                    44,634                     32,982(1)
MidCap Fund                                          1,840,474                 1,308,608                    942,986
Real Estate Fund                                        76,546(3)                    N/A                        N/A
SmallCap Fund                                          199,807(3)                    N/A                        N/A
Tax-Exempt Bond Fund                                   199,780                   135,553                    145,931
Tax-Exempt Cash Management Fund                        147,850                   176,572                    205,099
Utilities Fund                                         304,813                   230,151                    288,489
<FN>
     (1) Period from  February  13,  1996 (Date  Operations  Commenced)  through
         October 31, 1996.
     (2) Period from August 14, 1997 (Date Operations Commenced) through October
         31, 1997.
     (3) Period from  December  10,  1997 (Date  Operations  Commenced)  through
         October 31, 1998.
</FN>
</TABLE>
NOTE:  The Manager  voluntarily waived a portion of its fee for the Limited Term
       Bond Fund from the date operations commenced and intends to continue such
       waiver and, if necessary,  pay expenses  normally  payable by the Limited
       Term Bond Fund  through the period  ending  October 31, 1998 in an amount
       that  will  maintain  a total  level of  operating  expenses,  which as a
       percent of average net assets  attributable  to a class on an  annualized
       basis will not exceed .90% for the Class A shares,  1.25% for the Class B
       shares and 1.50% for the Class R shares. The effect of the waiver was and
       will be to reduce the Fund's annual  operating  expenses and increase the
       Fund's yield and effective yield.

The Management  Agreements and the Investment  Service  Agreements,  pursuant to
which  Principal  Capital  Management,  a subsidiary of Principal Life Insurance
Company  has  agreed to  furnish  certain  personnel,  services  and  facilities
required  by the  Manager,  and  the  Sub-Advisory  Agreements  for  each of the
Growth-Oriented  Funds (except the Real Estate Fund), the Government  Securities
Income  Fund and the Limited  Term Bond Fund were last  approved by the Board of
Directors for each of the Funds on September 14, 1998 (Management Agreement) and
December  14, 1998  (Investment  Service  Agreement).  Each of these  agreements
provides  for  continuation  in  effect  from  year to year only so long as such
continuation is  specifically  approved at least annually either by the Board of
Directors  of the  Fund or by  vote  of a  majority  of the  outstanding  voting
securities of the Fund, provided that in either event such continuation shall be
approved by vote of a majority of the Directors who are not "interested persons"
(as defined in the  Investment  Company Act of 1940) of the  Manager,  Principal
Life  Insurance  Company or its  subsidiaries  or the Fund,  cast in person at a
meeting called for the purpose of voting on such approval. The Agreements may be
terminated at any time on 60 days written  notice to the Manager by the Board of
Directors of the Fund or by a vote of a majority of the  outstanding  securities
of the Fund and by the Manager,  Invista or Principal Life Insurance Company, as
the case may be, on 60 days  written  notice to the Fund.  The  Agreements  will
automatically terminate in the event of their assignment.

BROKERAGE ON PURCHASES AND SALES OF SECURITIES

In distributing  brokerage  business  arising out of the placement of orders for
the purchase and sale of  securities  for any Fund,  the objective of the Fund's
Manager or  Sub-Advisor  is to obtain the best overall  terms.  In pursuing this
objective,  the Manager or Sub-Advisor  considers all matters it deems relevant,
including the breadth of the market in the security,  the price of the security,
the financial condition and executing capability of the broker or dealer and the
reasonableness of the commission,  if any (for the specific transaction and on a
continuing  basis).  This  may  mean in  some  instances  that  the  Manager  or
Sub-Advisor  will pay a broker  commissions  that are in excess of the amount of
commission  another broker might have charged for executing the same transaction
when the Manager or Sub-Advisor believes that such commissions are reasonable in
light of (a) the size and  difficulty  of  transactions  (b) the  quality of the
execution provided and (c) the level of commissions paid relative to commissions
paid by other institutional investors. (Such factors are viewed both in terms of
that  particular  transaction  and in  terms  of all  transactions  that  broker
executes for accounts over which the Manager or Sub-Advisor exercises investment
discretion.   The  Manager  or  Sub-Advisor  may  purchase   securities  in  the
over-the-counter  market,  utilizing  the services of principal  market  makers,
unless better terms can be obtained by purchases through brokers or dealers, and
may purchase  securities listed on the New York Stock Exchange from non-Exchange
members in transactions off the Exchange.)

The Manager or Sub-Advisor gives  consideration in the allocation of business to
services  performed by a broker (e.g.  the  furnishing of  statistical  data and
research  generally  consisting of information of the following types:  analyses
and  reports  concerning  issuers,  industries,  economic  factors  and  trends,
portfolio  strategy and performance of client accounts).  If any such allocation
is made, the primary  criteria used will be to obtain the best overall terms for
such  transactions.  The Manager or Sub-Advisor  may pay  additional  commission
amounts for research  services.  Such statistical data and research  information
received  from  brokers or  dealers  may be useful in  varying  degrees  and the
Manager or  Sub-Advisor  may use it in servicing  some or all of the accounts it
manages. Some statistical data and research information may not be useful to the
Manager or  Sub-Advisor  in managing  the client  account,  brokerage  for which
resulted in the Manager's or  Sub-Advisor's  receipt of the statistical data and
research  information.  However, in the Manager's or Sub-Advisor's  opinion, the
value thereof is not  determinable  and it is not expected that the Manager's or
Sub-Advisor's  expenses will be significantly  reduced since the receipt of such
statistical data and research information is only supplementary to the Manager's
or  Sub-Advisor's  own research  efforts.  The Manager or Sub-Advisor  allocated
portfolio transactions for the Funds indicated in the following table to certain
brokers  during the fiscal year ended October 31, 1998 due to research  services
provided by such brokers.  The table also indicates the commissions paid to such
brokers as a result of these portfolio transactions.

                 Fund                                 Commissions Paid
                 ----                                 ----------------
                 Balanced                                $ 70,261
                 Blue Chip                                 41,024
                 Capital Value                            331,316
                 Growth                                   276,004
                 International Emerging Markets            51,821
                 International                            758,808
                 International SmallCap                   101,485
                 MidCap                                   242,311
                 Real Estate*                              40,791
                 SmallCap*                                 46,957
                 Utilities                                 39,470

     * Period from December 11, 1997 (date operations commenced) through October
       31, 1998.

Purchases and sales of debt securities and money market instruments  usually are
principal  transactions;  portfolio  securities are normally  purchased directly
from the issuer or from an underwriter or marketmaker for the  securities.  Such
transactions  are  usually  conducted  on a net  basis  with the Fund  paying no
brokerage  commissions.  Purchases  from  underwriters  include a commission  or
concession paid by the issuer to the underwriter, and the purchases from dealers
serving as marketmakers include the spread between the bid and asked prices.

The  following  table shows the  brokerage  commissions  paid during the periods
indicated.  In each  year,  100% of the  commissions  paid by each  Fund went to
broker-dealers   which   provided   research,   statistical   or  other  factual
information.
<TABLE>
<CAPTION>
                                                                         Total Brokerage Commissions Paid
                                                          --------------------------------------------------------------
                            Fund                             1998                      1997                      1996
                            ----                          ---------                 ---------                  ---------
<S>            <C>                                        <C>                       <C>                        <C>      
               Balanced Fund                              $  70,261                 $  47,096                  $  41,537
               Blue Chip Fund                                41,024                   113,923                     17,198
               Capital Value Fund                           331,316                   339,994                    375,742
               Growth Fund                                  276,004                    43,018                     64,704
               International Emerging Markets Fund           51,821                    45,140*                       N/A
               International Fund                           758,808                   708,333                    338,670
               International SmallCap Fund                  101,485                    46,970*                       N/A
               MidCap Fund                                  242,311                    98,217                     99,466
               Real Estate Fund                              40,791**                     N/A                        N/A
               SmallCap Fund                                 46,957**                     N/A                        N/A
               Utilities Fund                                39,470                    58,450                     70,140

<FN>
     * Period from August 14, 1997 (date operations  commenced)  through October
       31, 1997.
     **Period from January 1, 1998 (date operations  commenced)  through October
       31, 1998.
</FN>
</TABLE>
Brokerage  commissions paid to affiliates  during the fiscal year ending October
31 were as follows:

<TABLE>
<CAPTION>
                                                 Commissions Paid to Goldman Sachs Co.
                                                 -------------------------------------
                                      Total Dollar             As Percent of           Percent of Dollar Amount
        Fund                             Amount              Total Commissions       of Commissionable Transactions
        ----                          ------------           -----------------       ------------------------------
<S>                                     <C>                        <C>                           <C>
Balanced Fund
         1998                           $  2,950                   4.20%                         1.87%
Growth Fund
         1998                              5,000                   1.81%                         1.87%
International Emerging Markets Fund
         1998                                662                   1.28%                         1.54%
International Fund
         1998                             41,600                   5.48%                         5.79%
International SmallCap Fund
         1998                              2,326                   2.29%                         2.96%
SmallCap Fund
         1998                                210                   0.45%                         0.61%
Utilities Fund
         1998                              1,500                   3.80%                         3.71%
</TABLE>

<TABLE>
<CAPTION>
                                              Commissions Paid to J.P. Morgan Securities
                                              ------------------------------------------
                                      Total Dollar             As Percent of           Percent of Dollar Amount
        Fund                             Amount              Total Commissions       of Commissionable Transactions
        ----                          ------------           -----------------       ------------------------------
<S>                                     <C>                        <C>                           <C>
Balanced Fund
         1998                           $    500                   0.71%                         1.03%
Blue Chip Fund
         1998                              1,950                   4.75%                         5.35%
Capital Value Fund
         1998                             18,935                   5.72%                         6.27%
Growth Fund
         1998                              1,250                   0.45%                         0.39%
International Emerging Markets Fund
         1998                              2,570                   4.96%                         6.77%
International Fund
         1998                             17,961                   2.37%                         1.80%
Real Estate Fund
         1998                              3,205                   7.86%                         7.67%
</TABLE>

<TABLE>
<CAPTION>
                                               Commissions Paid to Morgan Stanley& Co.
                                               ---------------------------------------
                                      Total Dollar             As Percent of           Percent of Dollar Amount
        Fund                             Amount              Total Commissions       of Commissionable Transactions
        ----                          ------------           -----------------       ------------------------------
<S>                                     <C>                       <C>                          <C>
Balanced Fund
         1998                           $  2,630                   3.74%                         2.27%
         1997                                 45                     -                           0.1%
         1996                                555                   1.3%                          1.0%
Blue Chip Fund
         1998                                365                   0.89%                         0.99%
         1997                              4,602                   4.0%                          2.4%
         1996                                420                   3.0%                          3.0%
Capital Value Fund
         1998                             13,740                   4.15%                         3.78%
         1997                              9,900                   2.9%                          2.4%
         1996                              9,400                   2.5%                          1.9%
Growth Fund
         1998                             12,500                   4.53%                         4.92%
         1997                              3,250                   7.6%                          8.5%
International Emerging Markets Fund
         1998*                             1,499                   2.89%                         3.64%
         1997                              1,586                   3.5%                          9.3%
International Fund
         1998                             78,938                  10.40%                        10.03%
         1997                             20,595                   2.9%                          2.7%
         1996                              4,038                   1.2%                          3.2%
International SmallCap Fund
         1998*                             4,284                   4.22%                         7.42%
         1997                              1,502                   3.2%                          4.2%
MidCap Fund
         1998                              7,716                   3.18%                         4.19%
         1997                              3,750                   3.8%                          2.8%
         1996                                500                    .5%                           .9%
Real Estate Fund
         1998                             11,540                  28.29%                        28.36%
SmallCap Fund
         1998                                840                   1.79%                         1.65%
Utilities Fund
         1998                              1,735                   4.40%                         5.95%
</TABLE>

Morgan Stanley & Co. is affiliated with Morgan Stanley Asset  Management,  Inc.,
which acts as  sub-advisor  to two  Accounts  included in the Fund  complex.  On
December 1, 1998  Morgan  Stanley  Asset  Management,  Inc.  changed its name to
Morgan  Stanley Dean Witter  Investment  Management,  Inc.  but  continues to do
business in certain instances using the name Morgan Stanley Asset Management.

The  Manager  acts as  investment  advisor  for each of the funds  sponsored  by
Principal  Life  Insurance  Company  and it, or Invista  where  Invista  acts as
sub-advisor,  places  orders  to trade  portfolio  securities  for each of these
Funds.  If, in carrying out the  investment  objectives of the Funds,  occasions
arise when  purchases or sales of the same equity  securities are to be made for
two or more of the Funds at the same time (or, in the case of  accounts  managed
by Invista,  for two or more Funds and any other  accounts  managed by Invista),
the Manager or Invista may submit the orders to purchase or, whenever  possible,
to sell, to a  broker/dealer  for execution on an aggregate or "bunched"  basis.
The Manager (or, in the case of accounts managed by Invista, Invista) may create
several aggregate or "bunched" orders relating to a single security at different
times  during the same day. On such  occasions,  the Manager (or, in the case of
accounts managed by Invista, Invista) will employ a computer program to randomly
order the  accounts  whose  individual  orders for purchase or sale make up each
aggregate or "bunched" order. Securities purchased or proceeds of sales received
on each trading day with respect to each such aggregate or "bunched" order shall
be allocated to the various funds (or, in the case of Invista, the various Funds
and other client accounts) whose individual  orders for purchase or sale make up
the  aggregate  or  "bunched"  order by filling  each Fund's (or, in the case of
Invista, each Fund's or other client account's) order in the sequence arrived at
by the random  ordering.  Securities  purchased  for funds  (or,  in the case of
Invista,  Funds and other  client  accounts)  participating  in an  aggregate or
"bunched"  order will be placed  into those  Funds and where  applicable,  other
client  accounts at a price  equal to the average of the prices  achieved in the
course of filling that aggregate or "bunched" order.

If purchases or sales of the same debt securities are to be made for two or more
of the  Funds  at the  same  time,  the  securities  will be  purchased  or sold
proportionately  in  accordance  with the amount of such  security  sought to be
purchased or sold at that time for each Fund.

HOW TO PURCHASE SHARES

Each Fund,  except the Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund,
offers  investors  three classes of shares which bear sales charges in different
forms and amounts: Class A, Class B and Class R shares. The Tax-Exempt Bond Fund
offers only Class A and Class B shares.  The  Tax-Exempt  Cash  Management  Fund
offers only Class A shares.

Class A Shares. An investor who purchases less than $1 million of Class A shares
(except  Class A shares of the Money  Market  Funds) pays a sales  charge at the
time of purchase.  As a result,  such shares are not subject to any charges when
they are  redeemed.  An  investor  who  purchases  $1 million or more of Class A
shares  does  not  pay a  sales  charge  at the  time of  purchase.  However,  a
redemption of such shares  occurring  within 18 months from the date of purchase
will be subject to a contingent  deferred  sales charge  ("CDSC") at the rate of
 .75% (.25% for the Limited Term Bond Fund) the lesser of the value of the shares
redeemed  (exclusive of reinvested  dividend and capital gain  distributions) or
the total cost of such shares.  Shares  subject to the CDSC which are  exchanged
into another  Principal  Fund will  continue to be subject to the CDSC until the
original 18 month  period  expires.  However no CDSC is payable  with respect to
redemption  of Class A shares  used to fund a  Principal  Mutual  Fund 401(a) or
Principal Mutual Fund 401(k) retirement plan, except redemptions  resulting from
the  termination of the plan or transfer of plan assets.  In addition,  the CDSC
will be waived in connection with 1) redemption of shares from retirement  plans
to  satisfy  minimum  distribution  rules  under the Code or 2) shares  redeemed
through a  systematic  withdrawal  plan that permits up to 10% of the value of a
shareholder's  Class A shares of a particular  Fund on the last  business day of
December  of  each  year  to  be  withdrawn   automatically   in  equal  monthly
installments  throughout the year.  Certain  purchases of Class A shares qualify
for reduced sales charges. Class A shares for each Fund, except the Money Market
Funds,  currently  bear a 12b-1 fee at the annual rate of up to 0.25% (0.15% for
the Limited  Term Bond Fund) of the Fund's  average net assets  attributable  to
Class A shares. See "Distribution Plan."

Class B Shares.  Class B shares are  purchased  without an initial sales charge,
but are subject to a declining CDSC of up to 4% (1.25% for the Limited Term Bond
Fund) if  redeemed  within six years.  Class B shares  purchased  under  certain
sponsored  Principal Mutual Fund plans  established  after February 1, 1998, are
subject to a CDSC of up to 3% if redeemed  within five years of  purchase.  (See
"Plans Other than  Administered  Employee Benefit Plans" ("AEBP") for discussion
of  sponsored  Principal  Mutual  Fund  plans.)  See  "Offering  Price of Funds'
Shares."  Class B shares bear a higher 12b-1 fee than Class A shares,  currently
at the annual rate of up to 1.00%  (.50% for the Limited  Term Bond Fund) of the
Fund's  average net assets  attributable  to Class B shares.  See  "Distribution
Plan."  Class B shares  provide an  investor  the  benefit of putting all of the
investor's  dollars  to work from the time the  investment  is made,  but (until
conversion  to  Class A  shares)  have a  higher  expense  ratio  and pay  lower
dividends  than  Class A shares  due to the  higher  12b-1  fee.  Class B shares
automatically  convert  into Class A shares,  based on relative  net asset value
(without a sales charge),  on the first business day of the 85th month after the
purchase  date.  Class B shares  acquired  by  exchange  from  Class B shares of
another  Principal  Fund  convert  into Class A shares  based on the time of the
initial  purchase.  At the same time, a pro rata portion of all shares purchased
through reinvestment of dividends and distributions convert into Class A shares,
with that portion determined by the ratio that the shareholder's  Class B shares
converting into Class A shares bears to the  shareholder's  total Class B shares
that were not acquired through  dividends and  distributions.  The conversion of
Class B shares to Class A shares is subject to the continuing  availability of a
ruling  from the  Internal  Revenue  Service or an opinion of counsel  that such
conversions will not constitute  taxable events for Federal tax purposes.  There
can be no  assurance  that such  ruling or opinion  will be  available,  and the
conversion  of Class B shares to Class A shares will not occur if such ruling or
opinion is not  available.  In such event,  Class B shares would  continue to be
subject to higher expenses than Class A shares for an indefinite period.

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

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

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

Class R Shares.  Class R shares are purchased without an initial sales charge or
a contingent deferred sales charge ("CDSC").  Class R shares bear a higher 12b-1
fee than  Class A  shares,  currently  at the  annual  rate of up to .75% of the
Fund's average net assets  attributable to Class R shares. See "Distribution and
Shareholder  Servicing  Plans and Fees." Class R shares  provide an investor the
benefit  of  putting  all of the  investor's  dollars  to work from the time the
investment  is made,  but  (until  conversion  to Class A shares)  have a higher
expense  ratio and pay lower  dividends  than  Class A shares  due to the higher
12b-1 fee.  Class R shares  automatically  convert  to Class A shares,  based on
relative net asset value (without a sales charge),  on the first business day of
the 49th month after the purchase date. Class R shares acquired by exchange from
Class R shares of another  Principal  Fund  convert into Class A shares based on
the time of the initial purchase.  (See "To Exchange Shares" in the Prospectus.)
At  the  same  time,  a  pro  rata  portion  of  all  shares  purchased  through
reinvestment of dividends and  distributions  convert into Class A shares,  with
that  portion  determined  by the ratio  that the  shareholder's  Class R shares
converting into Class A shares bears to the  shareholder's  total Class R shares
that were not acquired through  dividends and  distributions.  The conversion of
Class R shares to Class A shares is subject to the continuing  availability of a
ruling  from the  Internal  Revenue  Service or an opinion of counsel  that such
conversions will not constitute  taxable events for Federal tax purposes.  There
can be no  assurance  that such  ruling or opinion  will be  available,  and the
conversion  of Class R shares to Class A shares will not occur if such ruling or
opinion is not  available.  In such event,  Class R shares would  continue to be
subject to higher expenses that Class A shares for an indefinite period.

Purchasing  Class R Shares.  Class R shares are offered only to individuals (and
his/her  spouse,  child,  parent,  grandchild  and  trusts  primarily  for their
benefit) who: receive lump sum  distributions  from retirement plans serviced by
Principal  Life  Insurance  Company;  or are  participants  in retirement  plans
serviced  by  Principal  Life  Insurance  Company;  or own  individual  life  or
disability insurance policies issued by Principal Life Insurance Company that do
not have an  insurance  agent  licensed  to sell such  policies  assigned to the
policies;  or have  mortgages  which are  serviced by Principal  Life  Insurance
Company; or have existing Principal Mutual Fund Class R Share accounts.

Purchases are generally made by completing an Account Application or a Principal
Mutual Fund IRA Application and mailing it to Princor.  Shares are issued at the
offering price next computed after the application is received at Princor's main
office and Princor  receives the amount to be invested.  Generally,  the initial
amount to be invested in a Principal Mutual Fund IRA is directly  transferred to
Princor from the AEBP.  However,  in some cases the investor purchases shares by
check.  If  investing  by check,  shares are issued at the  offering  price next
computed  after the  completed  application  and check are received at Princor's
main office.  Subsequent purchases are executed at the price next computed after
receipt of the investor's check at Princor's main office. All orders are subject
to  acceptance  by the Fund or Funds and Princor.  Orders from  individuals  for
Class R shares that equal or exceed  $500,000  are treated as orders for Class A
shares, unless accompanied by a written  acknowledgment that the order should be
treated as an order for Class R shares.

Redemptions  by  shareholders  investing  by check will be  effected  only after
payment has been collected on the check, which may take up to 8 business days or
more.  Investors  considering  redeeming  or  exchanging  shares  shortly  after
purchase  should pay for those  shares with a certified  check,  bank  cashier's
check or money order to avoid any delay in redemption, exchange or transfer.

OFFERING PRICE OF FUNDS' SHARES

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

Class A shares
Class A shares of the  Money  Market  Funds are sold to the  public at net asset
value;  no sales charge applies to purchases of the Money Market Funds.  Class A
shares of the Growth-Oriented and Income-Oriented Funds, except the Limited Term
Bond  Fund,  are sold to the public at the net asset  value plus a sales  charge
which ranges from a high 4.75% to a low of 0% of the offering price  (equivalent
to a range of 4.99% to 0% of the net amount invested)  according to the schedule
below.  Class A shares of the  Limited  Term Bond Fund are sold to the public at
the net asset value plus a sales  charge  which ranges from a high of 1.50% to a
low of 0% of the  offering  price  according  to the  schedule  below.  Selected
dealers are allowed a concession as shown. At Princor's  discretion,  the entire
sales charge may at times be reallowed to dealers. In some situations, depending
on the services  provided by the dealer,  the concession may be less. Any dealer
allowance on purchases  not  involving a sales charge is  determined by Princor.
Upon notice to all broker-dealers with whom it has a selling agreement,  Princor
may allow to  broker-dealers  electing to participate up to the full  applicable
sales charge,  as shown in the table below,  during periods and for transactions
specified in such notice, and such reallowances may be based in whole or in part
upon  attainment  of minimum  sales levels.  Certain  commercial  banks may make
shares of the Funds available to their customers on an agency basis. Pursuant to
the  agreements  between  Princor  and such  banks all or a portion of the sales
charge paid by a bank customer in connection  with a purchase of Fund shares may
be retained by or remitted to the bank. The  Glass-Steagall  Act prohibits banks
from  underwriting  securities,  including fund shares;  the Act does,  however,
permit certain agency  transactions and banking regulators have ruled that these
particular agency transactions are not prohibited under the Act.

<TABLE>
<CAPTION>
                                             Sales Charge for
                                             All Funds Except              Sales Charge for               Dealer Allowance as
                                          Limited Term Bond Fund        Limited Term Bond Fund            % of Offering Price
                                          ----------------------        ----------------------            -------------------
                                           Sales Charge as % of:         Sales Charge as % of:          All Funds          Limited
                                         Offering       Amount          Offering      Amount         Except Limited         Term
     Amount of Purchase                    Price       Invested           Price      Invested         Term Bond Fund      Bond Fund
     ------------------                    -----       --------           -----      --------         --------------      ---------
<S>                                     <C>              <C>          <C>              <C>                 <C>             <C>
Less than $50,000                          4.75%         4.99%            1.50%        1.52%               4.00%           1.25%
$50,000 but less than $100,000             4.25          4.44             1.25         1.27                3.75            1.00
$100,000 but less than $250,000            3.75          3.90             1.00         1.01                3.25            0.75
$250,000 but less than $500,000            2.50          2.56             0.75         0.76                2.00            0.50
$500,000 but less than $1,000,000          1.50          1.52             0.50         0.50                1.25            0.25
$1,000,000 or more                      No Sales Charge  0.00         No Sales Charge  0.00                0.75            0.25
</TABLE>

Rights of Accumulation.  The applicable sales charge is determined by adding the
current net asset value of any Class A shares and Class B shares  already  owned
by the investor to the amount of the new purchase. The corresponding  percentage
factor in the schedule is then applied to the entire amount of the new purchase.
For  example,  if an  investor  currently  owns Class A or Class B shares with a
value of $5,000 and makes an additional  investment of $45,000 in Class A shares
of a  Growth-Oriented  Fund (the  total of which  equals  $50,000),  the  charge
applicable to the $45,000  investment  would be 4.25% of the offering  price. If
the investor  purchases shares of more than one Principal Fund at the same time,
those purchases are aggregated and added to the net asset value of the shares of
Principal  Funds already owned by the investor to determine the sales charge for
the new  purchase.  Class A shares of the Money  Market Funds are not counted in
determining  either the amount of a new  purchase or the current net asset value
of shares  already  owned,  unless  the  shares of the Money  Market  Funds were
acquired  in  exchange  for shares of other  Principal  Funds.  If the  investor
purchases shares from a broker/dealer  other than Princor,  the dealer should be
advised of any shares already owned.

Investments  made by an individual,  or by an individual's  spouse and dependent
children purchasing shares for their own account or by a trust primarily for the
benefit of such persons,  or by a trustee or other  fiduciary  purchasing  for a
single  trust  estate  or  single  fiduciary   account   (including  a  pension,
profit-sharing,  or other  employee-benefit  trust  created  pursuant  to a plan
qualified  under  Section 401 of the Internal  Revenue  Code) will be treated as
investments  made by a single  investor  in  calculating  the sales  charge.  In
addition,  investments  made  through an employer by or on behalf of an employee
(including independent contractors) by means of payroll deductions or otherwise,
are also  considered  investments by a single  investor in calculating the sales
charge.  Other  groups  (as  allowed  by rules of the  Securities  and  Exchange
Commission) may be considered for a reduced sales charge.  An investor whose new
account  qualifies for a reduced  charge on the basis of other accounts owned by
the individual, spouse or children, should be certain to identify those accounts
at the time of the new application.

Statement of Intention  (SOI).  Another method is available by which a purchaser
may qualify for a reduced  sales charge on the purchase of Class A shares of the
Funds.  A purchaser may execute an SOI  indicating  the total amount  (excluding
reinvested  dividends and capital gains  distributions)  intended to be invested
(including all investments for the account of the spouse and dependent  children
or trusts for the  benefit of such  persons) in Class A shares  (except  Class A
shares  of the Money  Market  Funds)  and  Class B shares of the Funds  within a
thirteen-month  period (two-year period if the intended  investment is made by a
trustee of a Section 401(a) plan or is equal to or greater than $1 million). The
SOI may be submitted by a shareholder other than a trustee of a Principal Mutual
Fund  401(a)  plan,  within 90 days after the date of the first  purchase  to be
included within the SOI period. A trustee of a Principal Mutual Fund 401(a) plan
must submit the SOI at the time the first plan purchase is made; the SOI may not
be submitted  after the initial plan  purchase and the 90 day  backdating is not
available.  The SOI period begins on the date of the first purchase included for
purposes of satisfying the statement.  When an existing  shareholder  submits an
SOI,  the net asset  value of all Class A shares  (except  Class A shares of the
Money Market Funds) and Class B shares in that shareholder's account or accounts
combined for rights of  accumulation  purposes,  is added to the amount that has
been indicated  will be invested  during the  applicable  period,  and the sales
charge  applicable  to all purchases of Class A shares made under the SOI is the
sales charge which applies to a single purchase of this total amount.

An SOI may be entered into for any amount  provided  such amount,  when added to
the net asset value of any shares  already  held,  equals or is in excess of the
amount needed to qualify for a reduced sales charge.  In the event a shareholder
invests an amount in excess of the indicated amount,  such excess is allowed any
further reduced sales charge for which it qualifies.

The SOI provides for a price adjustment if the amount actually  invested is less
than the amount  specified  therein.  Sufficient Class A shares belonging to the
shareholder, other than a shareholder that is 401(a) qualified plan trustee, are
held in escrow in the shareholder's account by Princor to make up any difference
in sales  charges  based  on the  amount  actually  purchased.  If the  intended
investment is completed within the  thirteen-month  period (or two-year period),
such shares are released to the shareholder. If the total intended investment is
not completed within that period shares are, to the extent  necessary,  redeemed
and the proceeds used to pay the additional sales charge due. A shareholder that
is  401(a)  qualified  plan  trustee  is billed by  Princor  Financial  Services
Corporation  for any  additional  sales  charge  due at the end of the  two-year
period.  In any event, the sales charge applicable to these purchases is no more
than the applicable  sales charge had the shareholder made all of such purchases
at one time.  The SOI does not  constitute an obligation on the  shareholder  to
purchase, nor the Funds to sell, the amount indicated.

Purchases at Net Asset Value.
A Fund's Class A shares may be purchased without a sales charge:
o    by its Directors,  Principal Life and its subsidiaries and their employees,
     officers,  directors  (active or  retired),  brokers  or agents.  This also
     includes their immediate family members and trusts for the benefit of these
     individuals;
o    by the Principal Employees' Credit Union;
o    by non-ERISA clients of Invista;
o    by any employee or Registered  Representative  (and their  employees) of an
     authorized broker-dealer;
o    through   broker-dealers,   investment   advisors   and   other   financial
     institutions  that  have  entered  into an  agreement  with  Princor  which
     includes a requirement  that such shares be sold for the benefit of clients
     participating  in a "wrap  account" or similar  program under which clients
     pay  a  fee  to  the   broker-dealer,   investment   advisor  or  financial
     institution;
o    by  unit  investment   trusts   sponsored  by  Principal  Life  and/or  its
     subsidiaries or affiliates;
o    by certain  employee  welfare benefit plan customers of Principal Life with
     Plan Deposit Accounts;
o    by participants who receive  distributions  from certain annuity  contracts
     offered by Principal Life (except for shares of Tax-Exempt Bond Fund);
o    to the extent the investment  represents the proceeds of a total  surrender
     of certain  Principal Life issued  unregistered  group annuity contracts if
     Principal  Life  waives any  applicable  CDSC or other  contract  surrender
     charge; and
o    to the  extent  the  purchase  proceeds  represent  a  distribution  from a
     terminating  401(a) plan if the employer or plan trustee has entered into a
     written  agreement  with  Princor  permitting  the  group  solicitation  of
     employees/participants.  Such  purchases  are  subject  to the  CDSC  which
     applies to purchases of $1 million or more as described above.

Class A shares may also be purchased  without a sales charge if your  Registered
Representative has recently become affiliated with a broker-dealer authorized to
sell shares of the Principal Mutual Funds. The following conditions must be met;
o your  purchase of Class A shares must take place  within the first 180 days of
your Registered Representative's affiliation with
     the authorized broker-dealer;
o    your  investment  must  represent the sales proceeds from other mutual fund
     shares (you must have paid a front-end sales charge or a CDSC) and the sale
     must occur within the 180 day period; and
o    you must indicate on your Principal  Mutual Fund  application  that you are
     eligible for waiver of the front-end sales charge.
o    you must send us either:
     o   the check for the sales proceeds  (endorsed to Principal  Mutual Funds)
         or
     o   a copy of the confirmation statement from the other mutual fund showing
         the sale  transaction.  If you place your order to buy Principal Mutual
         Fund  shares  on  the  telephone,  you  must  send  us a  copy  of  the
         confirmation  within 21 days of placing the order. If we do not receive
         the  confirmation  within 21 days,  we will sell enough of your Class A
         shares to pay the sales charge that otherwise would have been charged.

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

In addition, investors who are clients of a registered representative of Princor
or other dealers  through which shares of the Funds are  distributed and who has
become  affiliated with Princor or such other dealer within 180 days of the date
of the purchase of Class A shares of the Funds may  purchase  such shares at net
asset value  provided that (i) the purchase is made within the first 180 days of
the registered representative's affiliation with the firm involved (as certified
by an officer or partner of the firm);  and (ii) the  investment  represents the
proceeds  of a  redemption  within  that 180 day  period of  shares  of  another
investment  company the purchase of which  included a front-end  sales charge or
the redemption of which included a contingent  deferred sales charge;  and (iii)
the investor  indicates on the account  application that the purchase  qualifies
for a net asset value purchase and forwards to Princor either (a) the redemption
check representing the proceeds of the shares redeemed, endorsed to the order of
Princor,  or (b) a copy of the confirmation  from the other  investment  company
showing the redemption  transaction.  In the case of a wire purchase pursuant to
this provision,  a copy of the confirmation  from the other  investment  company
showing the  redemption  must be forwarded to and received by Princor  within 21
days following the date of purchase.  If the confirmation is not provided within
the  21-day  period,  a  sufficient  number  of  shares  is  redeemed  from  the
shareholder's  account to pay the otherwise  applicable sales charge.  Investors
availing  themselves  of this  option  should be aware  that a  redemption  from
another mutual fund is a taxable event and may be subject to a surrender  charge
imposed by that fund.

Also during the period  beginning  December 1, 1999 and ending January 31, 2000,
investors  may  purchase  Class A shares of the Funds at net asset  value to the
extent that this investment represents the proceeds of a redemption,  within the
preceding 60 days,  of shares (the  purchase  price of which  shares  included a
front-end  sales charge on the  redemption  of which was subject to a contingent
deferred sales charge) of another  investment  company.  This provision does not
apply to purchase of Class A shares  used to fund a defined  contribution  plan.
When  making a purchase  at net asset  value  pursuant  to this  provision,  the
investor must indicate on the account  application  that the purchase  qualifies
for a net asset  value  purchase  and must  forward  to  Princor  either (i) the
redemption check  representing the proceeds of the shares redeemed,  endorsed to
the  order of  Princor  Financial  Services  Corporation,  or (ii) a copy of the
confirmation   from  the  other   investment   company  showing  the  redemption
transactions.  In the case of a wire purchase pursuant to this provision, a copy
of the  confirmation  from the other  investment  company showing the redemption
must be forwarded to and received by Princor  within 21 days  following the date
of purchase.  If the  confirmation is not provided  within the 21-day period,  a
sufficient number of shares will be redeemed from the  shareholder's  account to
pay the otherwise applicable sales charge.

Purchases at a Reduced  Sales Charge.  A reduced sales charge is also  available
for purchases of Class A shares of the Funds, except the Limited Term Bond Fund,
to the extent that the investment  represents the death benefit  proceeds of one
or more life  insurance  policies  or annuity  contracts  (other than an annuity
contract  issued to fund an  employer-sponsored  retirement  plan that is not an
SEP,  salary  deferral  403(b) plan or HR-10 plan) of which the shareholder is a
beneficiary  if one or more of such policies or contracts is issued by Principal
Life  Insurance  Company,  or any directly or  indirectly  owned  subsidiary  of
Principal Life Insurance  Company,  and such investment is made in any Principal
Fund  within  one year  after  the date of death of the  insured.  (Shareholders
should seek advice from their tax advisors  regarding  the tax  consequences  of
distributions from annuity contracts.) Such shares may be purchased at net asset
value plus a sales  charge  which  ranges from a high of 2.50% to a low of 0% of
the  offering  price  (equivalent  to a range of  2.56% to 0% of the net  amount
invested) according to the schedule below:

<TABLE>
<CAPTION>
                                                        Sales Charge as a % of:
                                                                                   Net          Dealer Allowance as %
                                                            Offering             Amount              of Offering
                      Amount of Purchase                      Price             Invested               Price
                      ------------------                      -----             --------               -----
<S>             <C>                                       <C>                    <C>                    <C>  
                Less than $500,000                            2.50%              2.56%                  2.10%
                $500,000 but less than $1,000,000             1.50               1.52                   1.25
                $1,000,000 or more                        No Sales Charge        0.00                   0.75
</TABLE>

Sales Charges for Employer-Sponsored Plans

Administered Employee Benefit Plans. Class A shares of the Growth-Oriented Funds
and  Income-Oriented  Funds,  except  Principal  Limited  Term Bond Fund and, in
certain circumstances, Principal Tax-Exempt Bond Fund which is not available for
certain retirement plans, are sold at net asset value to stock bonus, pension or
profit sharing plans that meet the requirements for qualification  under Section
401 of the Internal  Revenue Code of 1986, as amended,  certain  Section  403(b)
Plans, Section 457 Plans and other Non-qualified Plans administered by Principal
Life Insurance  Company pursuant to a written service  agreement  ("Administered
Employee Benefit Plans"). The service agreement between Principal Life Insurance
Company and the employer  relating to the  administration of the plan includes a
charge payable by the employer for any  commissions  which Princor is authorized
to pay in connection with such sales.  Principal Life Insurance  Company in turn
pays the amount of these charges to Princor.  The commission  payable by Princor
in connection  with any such sale will be  determined in accordance  with one of
the following schedules:

<TABLE>
<CAPTION>
                                                             Schedule 1
                                                                                Amount Payable by Employer as a Percent
         Amount of Plan Contributions*  In each year                                        of Plan Contributions
         -------------------------------------------                            ---------------------------------------
<S>                  <C>                                                                           <C>  
                     The first $5,000                                                              4.50%
                     The next $5,000                                                               3.00
                     The next $5,000                                                               1.70
                     The next $35,000                                                              1.40
                     The next $50,000                                                              0.90
                     The next $400,000                                                             0.60
                     Excess over $500,000                                                          0.25
                                                             Schedule 2

                     The first $50,000                                                             3.00%
                     The next $50,000                                                              2.00
                     The next $400,000                                                             1.00
                     The next $2,500,000                                                           0.50
                     Excess over $3,000,000                                                        0.25

<FN>
     *   Plan contributions  directed to an annuity contract issued by Principal
         Life Insurance Company to fund the plan are combined with contributions
         directed to the Funds to determine the applicable commission charge.
</FN>
</TABLE>

Generally,  the  commission  level  described  in  Schedule  2 apply for  salary
deferral Plans and the commission  level  described in Schedule 1 apply to other
plans. No commission will be payable by the employer if shares of the Funds used
to fund an Administered Employee Benefit Plan are purchased through a registered
representative  of Princor  Financial  Services  Corporation who is also a Group
Insurance Representative employee of Principal Life Insurance Company.

Plans Other Than  Administered  Employee Benefit Plans.  Shares of the Funds are
offered to fund certain sponsored Princor plans. These plans can be divided into
three  categories:  Retirement  plans meeting the requirements of Section 401 of
the Internal  Revenue Code (e.g.  401(k) Plans,  Profit  Sharing Plans and Money
Purchase  Pension  Plans);   Group  Solicited  Plan   Terminations;   and  other
employer-sponsored  retirement  plans  (SIMPLE  IRA Plans,  Simplified  Employee
Pension Plans, Salary Reduction Simplified Employee Pension Plans, Non-Qualified
Deferred  Compensation  Plans,  Payroll  Deduction  Plans  ("PDP")  and  certain
Association Plan.

     Princor 401 Plans
     When  establishing a Princor Section 401 Plan, the employer chooses whether
     to fund the plan with either  Class A shares or Class B shares.  If Class A
     shares are used to fund the plan, all plan  investments are treated as made
     by a single  investor  to  determine  whether  a  reduced  sales  charge is
     available. The sales charge for purchases of less than $250,000 is 3.75% as
     a percentage  of the offering  price and 3.90% of the net amount  invested.
     The regular  sales  charge  table for Class A shares  applies to  purchases
     $250,000  or  more.   If  Class  B  shares  are  used  to  fund  the  plan,
     contributions  into the plan after the plan  assets  amount to  $250,000 or
     more, are used to purchase  Class A shares unless the plan trustee  directs
     otherwise.  Plan assets are not combined with  investments  made outside of
     the plan to determine  the sales  charge  applicable  to such  investments.
     Investments made by plan participants  outside of the plan are not included
     with plan assets to determine the sales charge applicable to the plan.

     Group Solicited Plan Terminations
     Occasionally, an employer terminates a Section 401 Plan. If the employer or
     plan trustee enters into a written  agreement  with Princor  permitting the
     group  solicitation  of the  employees/plan  participants,  the proceeds of
     distributions  from such plans are eligible to purchase shares of the funds
     at net asset  value.  A  redemption  of such shares  within 18 months after
     purchase are subject to a contingent  deferred sales charge ("CDSC") at the
     rate of .75%  (.25% for the  Limited  Term Bond  Fund) of the lesser of the
     value of the shares redeemed (exclusive of reinvested dividends and capital
     gain distributions) or the total cost of such shares. The CDSC is waived in
     connection   with  (1)   redemption   of  shares  to  satisfy  IRS  minimum
     distribution  rules or (2) shares redeemed through a systematic  withdrawal
     plan  that  permits  up to 10% of the  value of the  shareholder's  Class A
     shares  of a Fund on the last  business  day of  December  each  year to be
     withdrawn automatically in equal monthly installments throughout the year.

     Other Employer Sponsored Princor Plans
     When establishing an employer-sponsored  Princor plan, the employer chooses
     whether to fund the plan with either  Class A shares or Class B shares.  If
     Class A shares are used to fund the plan, all plan  investments are treated
     as made by a single investor to determine whether a reduced sales charge is
     available. The sales charge for purchases of less than $250,000 is 3.75% as
     a percentage  of the offering  price and 3.90% of the net amount  invested.
     The regular  sales charge table for Class A shares  applies to purchases of
     $250,000  or more.  If Class B shares  are used to fund the plan and a plan
     participant has $250,000 or more invested in Class B shares, Class A shares
     are purchased with plan contributions attributable to the plan participant,
     unless the plan participant elects otherwise.  Plan assets are not combined
     with  investments  made outside of the plan to  determine  the sales charge
     applicable  to such  investments.  Investments  made  by plan  participants
     outside of the plan are not  included  with plan  assets to  determine  the
     sales charge applicable to the plan.

Shares of the funds are also available to  participants  of Princor 403(b) plans
at the same sales charge levels  available to other  employer-sponsored  Princor
plans described  above.  However,  contributions  by plan  participants  are not
combined to determine sales charges.

The Funds reserve the right to  discontinue  offering  shares at net asset value
and/or at a reduced  sales  charge at any time for new accounts and upon 60-days
notice to shareholders of existing accounts.  Other types of sponsored plans may
be added in the future.

Class B shares
Class B shares  are sold  without an initial  sales  charge,  although a CDSC is
imposed  if you  redeem  shares  within  six years of  purchase.  Class B shares
purchased under certain  sponsored  Princor plans  established after February 1,
1998,  are  subject  to a CDSC of up to 3% if  redeemed  within  five  years  of
purchase.  (See "Plans Other than Administered Employee Benefit Plans" above for
discussion of sponsored  Princor  plans.) The  following  types of shares may be
redeemed  without charge at any time:  (i) shares  acquired by  reinvestment  of
distributions  and (ii)  shares  otherwise  exempt from the CDSC,  as  described
below.  Subject  to the  foregoing  exclusions,  the  amount  of the  charge  is
determined as a percentage of the lesser of the current market value or the cost
of the shares being redeemed.  Therefore, when a share is redeemed, any increase
in its value above the initial  purchase  price is not subject to any CDSC.  The
amount of the CDSC will depend on the number of years since you invested and the
dollar amount being redeemed, according to the following table:

<TABLE>
<CAPTION>
                                                   Contingent Deferred Sales Charge
                                                          as a Percentage of
                                                    Dollar Amount Subject to Charge
                                                   --------------------------------
                                                                                           For Certain Sponsored Plans
                                                                                             Commenced After 2/1/98
                                                                                     --------------------------------------
                                           All Funds                                      All Funds
      Years Since Purchase            Except Limited Term        Limited Term        Except Limited Term       Limited Term
         Payments Made                    Bond Fund               Bond Fund               Bond Fund             Bond Fund
- -----------------------------------   -------------------        ------------        -------------------       ------------
<S>                                          <C>                    <C>                     <C>                    <C> 
  2 years or less                            4.0%                   1.25%                   3.00%                  .75%
  more than 2 years, up to  4 years          3.0                    0.75                    2.00                   .50
  more than 4 years, up to  5 years          2.0                    0.50                    1.00                   .25
  more than 5 years, up to 6 years           1.0                    0.25                    None                   None
  more than 6 years                          None                   None                    None                   None
</TABLE>

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

The CDSC is  waived on  redemptions  of Class B shares  in  connection  with the
following  types of  transactions:  
a. Shares  redeemed  due to a  shareholder's death; 
b. Shares redeemed due to the shareholder's disability, as defined in the
   Internal Revenue Code of 1986 (the "Code"),  as amended; 
c. Shares redeemed from retirement plans to satisfy  minimum distribution rules 
   or to satisfy substantially equal periodic payment calculation rules 
   under the Code;
d. Shares redeemed to pay surrender charges;
e. Shares redeemed to pay retirement plan fees;
f. Shares redeemed involuntarily from small balance accounts (values of less 
   than $300);
g. Shares redeemed through a systematic withdrawal plan that permits up to 10%
   of the value of a shareholder's  Class B shares of a particular Fund on the
   last business day of December of each year to be withdrawn automatically in
   equal monthly installments throughout the year;
h. Shares  redeemed  from a  retirement  plan to assure the plan  complies  with
   Sections 401(k),  401(m), 408(k) and 415 of the Code; or i. Shares redeemed 
   from retirement  plans  qualified under Section 401(a) of the Code due to the
   plan participant's death, disability, retirement or separation from service 
   after attaining age 55.

As principal  underwriter,  Princor received  underwriting fees from the sale of
shares for the periods indicated as follows:

<TABLE>
<CAPTION>
                                                                                Underwriting Fees for
                                                                           Fiscal Years Ended October 31,
                                                          ----------------------------------------------------------------
                                                              1998                      1997                       1996
                                                          -----------               ------------              ------------
<S>                                                       <C>                       <C>                       <C>         
     Balanced Fund                                        $   716,315               $    518,345              $    448,584
     Blue Chip Fund                                        1,230, 098                    816,203                   469,388
     Bond Fund                                                887,870                    582,903                   637,949
     Capital Value Fund                                     1,769,043                  1,383,995                   988,680
     Cash Management Fund                                      19,171                     14,123                     1,013
     Government Securities Income Fund                        846,821                    737,229                 1,233,811
     Growth Fund                                            2,079,726                  1,548,696                 1,813,439
     High Yield Fund                                          335,156                    321,051                   164,687
     International Emerging Markets Fund                      114,325                     33,588(2)                    N/A
     International Fund                                     1,369,016                  1,524,740                   951,553
     International SmallCap Fund                              197,039                     38,421(2)                    N/A
     Limited Term Bond Fund                                    77,191                     50,773                    56,766(1)
     MidCap Fund                                            2,447,638                  2,152,664                 2,112,480
     Real Estate Fund                                          53,280(3)                     N/A                       N/A
     SmallCap Fund                                            398,391(3)                     N/A                       N/A
     Tax-Exempt Bond Fund                                     667,756                    558,697                   698,730
     Tax-Exempt Cash Management Fund                                5                          0                     1,631
     Utilities Fund                                           339,353                    169,904                   370,724

<FN>
   (1)Period from February 29, 1996 (Date Operations  Commenced) through 
      October 31, 1996. 
   (2)Period from August 29, 1997 (Date Operations  Commenced) through
      October 31, 1997. 
   (3)Period from January 1, 1998 (Date Operations Commenced) through 
      October 31, 1998.
</FN>
</TABLE>

DISTRIBUTION PLAN

Rule  12b-1 of the  Investment  Company  Act of 1940 (the  "Act"),  as  amended,
permits a mutual  fund to  finance  distribution  activities  and bear  expenses
associated  with the  distribution of its shares provided that any payments made
by the Fund are made pursuant to a written plan adopted in  accordance  with the
Rule. A majority of the Board of Directors of each Fund, including a majority of
the Directors who have no direct or indirect financial interest in the operation
of the Plan or any  agreements  related to the Plan and who are not  "interested
persons" as defined in the Act,  adopted  the  Distribution  Plans as  described
below.  No such Plan was adopted for Class A shares of the Money  Market  Funds.
Shareholders  of each class of shares of each Fund  approved the adoption of the
Plan for their respective class of shares.

Class A Distribution Plan. Each of the Funds, except the Money Market Funds, has
adopted a  distribution  plan for the Class A shares.  The Class A Plan provides
that the Fund makes payments from its assets to Princor pursuant to this Plan to
compensate Princor and other selling Dealers for providing  shareholder services
to existing Fund  shareholders and rendering  assistance in the distribution and
promotion of the Fund Class A shares to the public.  The Fund pays Princor a fee
after the end of each month at an annual  rate no greater  than 0.25%  (.15% for
the Limited  Term Bond Fund) of the daily net asset  value of the Fund.  Princor
retains  such  amounts as are  appropriate  to  compensate  for actual  expenses
incurred in distributing and promoting the sale of the Fund shares to the public
but may remit on a  continuous  basis up to .25% (.15% for the Limited Term Bond
Fund) to Registered  Representatives  and other selected Dealers  (including for
this purpose,  certain financial  institutions) as a trail fee in recognition of
their services and assistance.

Class B Distribution  Plan.  Each Class B Plan provides for payments by the Fund
to Princor at the annual  rate of up to 1.00%  (.50% for the  Limited  Term Bond
Fund) of the Fund's average net asset  attributable  to Class B shares.  Princor
also receives the proceeds of any CDSC imposed on redemptions of such shares.

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

Class R Distribution  Plan.  Each of the Funds,  except the Tax-Exempt Bond Fund
and Tax-Exempt  Cash Management  Fund, have adopted a distribution  plan for the
Class R shares.  Each Class R Plan  provides for payments by the Fund to Princor
at the annual rate of up to .75% of the Fund's  average net assets  attributable
to Class R shares.

Although Class R shares are sold without an initial sales charge, Princor incurs
certain distribution  expenses.  In addition,  Princor may remit on a continuous
basis  up to .25% to  Registered  Representatives  and  other  selected  Dealers
(including,  for this purpose, certain financial institutions) as a trail fee in
recognition of their ongoing services and assistance.

General  Information  Regarding  Distribution Plans. A representative of Princor
provides  to the Fund's  Board of  Directors,  and the Board  reviews,  at least
quarterly,  a written report of the amounts  expended  pursuant to the Plans and
the purposes for which such expenditures were made.

If expenses under a Plan exceed the compensation  limit for Princor described in
the Plan in any one fiscal year,  the Fund does not carry over such  expenses to
the next  fiscal  year.  The Funds  have no legal  obligation  to pay any amount
pursuant to this Plan that exceeds the compensation limit. The Funds do not pay,
directly or indirectly,  interest, carrying charges, or other financing costs in
connection with the Plans. If the aggregate payments received by Princor under a
Plan in any fiscal  year  exceed the  expenditures  made by Princor in that year
pursuant to the Plan, Princor promptly reimburses the Fund for the amount of the
excess.

The amount received from each Fund and retained by Princor during the year ended
October 31, 1998 and the manner in which such amounts were spent pursuant to the
Class A  Distribution  Plan for the last fiscal period of each of the Funds were
as follows:
<TABLE>
<CAPTION>
                                                                             Expenditures
                                                                             ------------

                                              Prospectus and                               Registered
                                                Shareholder                   Salaries   Representative
                                   Amount         Report          Sales           &           Sales        Service        Total
              Fund                Retained       Printing       Brochures     Overhead      Materials       Fees      Expenditures
              ----                --------    --------------    ---------    ----------  --------------    --------   ------------
<S>                               <C>            <C>             <C>         <C>             <C>           <C>          <C>     
Balanced                          $241,795       $  5,132        $12,151     $   77,012      $22,538       $124,963     $241,795
Blue Chip                          265,449          7,358         17,096         96,066       27,270        117,660      265,449
Bond                               341,013          5,951         14,278         84,649       24,871        211,263      341,013
Capital Value                      817,936         10,797         25,099        144,595       39,870        597,575      817,936
Government Securities Income       487,256          5,039         12,500         78,969       22,778        367,970      487,256
Growth                             795,083         11,128         26,652        150,363       42,246        564,693      795,083
High Yield                          89,054          2,785          6,537         38,731       11,783         29,218       89,054
International Emerging Markets      17,129            652          1,722          8,539        5,466            750       17,129
International                      611,261         11,751         27,044        147,012       65,397        360,057      611,261
International SmallCap              26,334            951          2,562         12,557        8,429          1,835       26,334
Limited Term Bond                   36,351          1,083          2,739         18,632        7,771          6,125       36,351
MidCap                             889,082         15,834         36,047        195,886       71,288        570,027      889,082
Real Estate                         12,146            672          1,617          6,642        2,985            231       12,146
SmallCap                            27,412          1,097          2,961         14,157        7,117          2,080       27,412
Tax-Exempt Bond                    441,425          5,536         13,272         78,378       23,523        320,715      441,425
Utilities                          191,411          3,401          8,922         55,013       17,158        106,918      191,411
</TABLE>
The amount  received  from each Fund and  retained by Princor  during the period
ended October 31, 1998 and the manner in which such amounts were spent  pursuant
to the Class B Distribution Plan for the last fiscal period of each of the Funds
were as follows:
<TABLE>
<CAPTION>
                                                                             Expenditures
                                                                             ------------

                                             Prospectus and                         Registered
                                               Shareholder              Salaries  Representative
                                   Amount        Report        Sales       &           Sales     Service                   Total
                 Fund             Retained      Printing     Brochures Overhead      Materials    Fees     Commissions Expenditures
                 ----           -----------  --------------  --------- ---------  -------------- -------   ----------- ------------
<S>                             <C>              <C>         <C>        <C>         <C>          <C>        <C>          <C>     
Balanced                        $141,265.21      $2,337      $ 5,394    $35,418     $  7,315     $25,346    $  65,455    $141,265
Blue Chip                        251,374.65       4,239        9,752     56,565       13,111      45,518      122,191     251,375
Bond                             164,902.96       2,670        6,125     37,369        8,256      30,246       80,238     164,903
Capital Value                    298,016.25       4,573       10,244     58,181       13,698      64,745      146,575     298,016
Cash Management                    4,546.23         193          443      2,179          611       1,121            0       4,546
Government Securities Income     162,933.40       2,087        4,955     32,057        6,769      33,255       83,810     162,933
Growth                           370,747.74       4,758       11,146     61,237       15,109      94,760      183,737     370,748
High Yield                        73,761.52       1,752        4,273     24,628        6,383      16,226       20,499      73,762
International Emerging Markets    24,803.94         872        2,068     11,905        2,831       2,196        4,932      24,804
International                    289,325.03       4,999       11,241     65,109       15,177      73,543      119,257     289,325
International SmallCap            43,155.53       1,286        3,176     18,253        4,401       6,700        9,338      43,156
Limited Term Bond                  5,183.75         129          304      2,222          415       1,634          478       5,184
MidCap                           448,415.93       6,402       14,780     81,509       19,963     122,285      203,478     448,416
Real Estate                       20,673.68         864        1,969     11,743        2,460         452        3,187      20,674
SmallCap                          38,517.72       1,252        2,367      9,014        3,047       2,190       20,647      38,518
Tax-Exempt Bond                   68,657.74       1,160        2,530     13,107        3,419      16,992       31,449      68,658
Utilities                         85,830.39       1,988        4,786     31,228        6,588      17,146       24,095      85,830
</TABLE>
The amount  received  from each Fund and  retained by Princor  during the period
ended October 31, 1998 and the manner in which such amounts were spent  pursuant
to the Class R Distribution Plan for the last fiscal period of each of the Funds
were as follows:
<TABLE>
<CAPTION>
                                                                             Expenditures
                                                                             ------------

                                              Prospectus and                 Registered
                                                Shareholder                Representative              Underwriter's
                                    Amount        Report          Sales         Sales        Service   Salaries and        Total
                 Fund              Retained      Printing       Brochures     Materials       Fees       Overhead      Expenditures
                 ----            -----------  --------------    ---------  --------------   --------   -------------   ------------
<S>                              <C>              <C>           <C>            <C>          <C>           <C>            <C>     
Balanced                         $112,833.63      $3,402        $ 7,377        $ 9,888      $38,345       $53,821        $112,834
Blue Chip                         190,876.08       4,153          9,181         12,360       63,625       101,557         190,876
Bond                               66,915.15       2,082          4,498          6,029       23,372        30,933          66,915
Capital Value                     214,972.97       4,898         10,641         14,216       75,565       109,653         214,973
Cash Management                    21,021.11         500          1,163          1,628        7,239        10,491          21,021
Government Securities Income       45,977.69       2,524          4,925          6,265       15,539        16,725          45,978
Growth                            183,597.70       4,050          8,755         11,710       62,722        96,361         183,598
High Yield                         17,845.34       1,051          2,147          2,777        5,948         5,921          17,845
International Emerging Markets      5,973.07         200            518            715          501         4,039           5,973
International                     120,268.60       3,519          7,400          9,761       40,089        59,499         120,269
International SmallCap              5,512.27         175            437            595          776         3,530           5,512
Limited Term Bond                  10,624.85         783          1,574          2,024        3,835         2,409          10,625
MidCap                            171,905.63       4,242          9,012         11,946       57,302        89,404         171,906
Real Estate                         6,190.11         439            988          1,171          271         3,321           6,190
SmallCap                           10,183.89          58            247            384        2,301         7,195          10,184
Utilities                          20,866.73         983          1,980          2,655        6,955         8,293          20,867
</TABLE>
A Plan may be  terminated at any time by vote of a majority of the Directors who
are not interested  persons (as defined in the Act), or by vote of a majority of
the outstanding  voting securities of the class of shares of a Fund to which the
Plan  relates.  Any  change  in  a  Plan  that  would  materially  increase  the
distribution  expenses of a class of shares of a Fund  provided  for in the Plan
requires  approval  of the  shareholders  of the class of  shares to which  such
increase would relate.

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

Each Plan  continues in effect from year to year as long as its  continuance  is
specifically  approved at least  annually by a majority vote of the directors of
the Fund including a majority of the non-interested directors. The Plans for all
Classes  of  shares  were  last  approved  by each  Fund's  Board of  Directors,
including a majority of the non-interested directors, on September 14, 1998.

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

Growth-Oriented and Income-Oriented Funds


The share price of each class of the Growth-Oriented  and Income-Oriented  Funds
is calculated each day that the New York Stock Exchange is open. The Funds treat
as  customary  national  business  holidays  the days  when  the New York  Stock
Exchange is closed (New Year's Day,  Martin  Luther King,  Jr. Day,  Presidents'
Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day
and Christmas Day).

The share price for each class of shares for each Fund is determined by dividing
the value of securities in the Fund's investment portfolio plus all other assets
attributable to that class, less all liabilities  attributable to that class, by
the number of Fund shares of that class outstanding. Securities for which market
quotations  are readily  available,  including  options and futures traded on an
exchange, are valued at market value, which is for exchanged-listed  securities,
the  closing  price;  for United  Kingdom-listed  securities,  the  market-maker
provided price; and for non-listed equity securities,  the bid price. Non-listed
corporate debt securities,  government  securities and municipal  securities are
usually  valued using an evaluated bid price provided by a pricing  service.  If
closing prices are unavailable for exchange-listed securities, generally the bid
price,  or in the case of debt  securities  an evaluated  bid price,  is used to
value such securities.  When reliable market quotations are not considered to be
readily available,  which may be the case, for example,  with respect to certain
debt  securities,  preferred  stocks,  foreign  securities and  over-the-counter
options,  the  investments  are  valued by using  market  quotations  considered
reliable, prices provided by market makers, which may include dealers with which
the Fund has executed transactions,  or estimates of market values obtained from
yield data and other factors  relating to instruments or securities with similar
characteristics  in accordance with procedures  established in good faith by the
Board of Directors.  Securities with remaining maturities of 60 days or less are
valued at amortized cost. Other assets are valued at fair value as determined in
good faith through procedures established by the Board of Directors of the Fund.

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

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

Money Market Funds


The share  price of each  class of shares of each of the Money  Market  Funds is
determined  at the same  time and on the same  days as the  Growth-Oriented  and
Income-Oriented  Funds as  described  above.  The share  price for each class of
shares of each Fund is  computed  by  dividing  the  total  value of the  Fund's
securities  and other  assets,  less  liabilities,  by the number of Fund shares
outstanding.

All  securities  held by the Money Market Funds are valued on an amortized  cost
basis.  Under this method of valuation,  a security is initially valued at cost;
thereafter,  the Fund  assumes a constant  proportionate  amortization  in value
until  maturity  of  any  discount  or  premium,  regardless  of the  impact  of
fluctuating  interest  rates on the  market  value of the  security.  While this
method  provides  certainty in valuation,  it may result in periods during which
value,  as determined by amortized  cost, is higher or lower than the price that
would be received upon sale of the security.

Use of the amortized  cost  valuation  method by the Money Market Funds requires
each Fund to maintain a dollar weighted  average maturity of 90 days or less and
to purchase only obligations that have remaining  maturities of 397 days or less
or have a variable or floating rate of interest. In addition,  each Fund invests
only in  obligations  determined by its Board of Directors to be of high quality
with minimal credit risks.

The Board of  Directors  for each of the  Money  Market  Funds  has  established
procedures designed to stabilize,  to the extent reasonably possible, the Fund's
price per share as computed for the purpose of sales and  redemptions  at $1.00.
Such  procedures  include a directive to the Manager to test price the portfolio
or  specific  securities  on a weekly  basis  using a  mark-to-market  method of
valuation to determine possible deviations in the net asset value from $1.00 per
share.  If such deviation  exceeds 1/2 of 1%, the Board promptly  considers what
action,  if any, will be  initiated.  In the event the Board  determines  that a
deviation  exists which may result in material  dilution or other unfair results
to  shareholders,  the Board  takes  such  corrective  action as it  regards  as
appropriate,  including:  sale of portfolio  instruments prior to maturity;  the
withholding of dividends;  redemptions of shares in kind; the establishment of a
net asset value per share based upon available market quotations;  or splitting,
combining  or otherwise  recapitalizing  outstanding  shares.  The Fund may also
reduce  the  number of shares  outstanding  by  redeeming  proportionately  from
shareholders,  without the payment of any monetary compensation,  such number of
full and  fractional  shares as is  necessary to maintain the net asset value at
$1.00 per share.

PERFORMANCE CALCULATION

The Principal  Funds  advertise  their  performance  in terms of total return or
yield for each class of shares.  The figures used for total return and yield are
based  on the  past  performance  of a Fund.  They  show  the  performance  of a
hypothetical  investment  and are not intended to indicate  future  performance.
Total  return  and  yield  vary  from  time to time  depending  upon:  
o  market conditions 
o the composition of a Fund's portfolio 
o operating expenses

These factors and  differences  in the methods used in  calculating  performance
figures  should  be  considered  when  comparing  a  Fund's  performance  to the
performance of other investments.

A Fund  may  include  in  its  advertisements  performance  rankings  and  other
performance-related information published by independent statistical services or
publishers,  such as 
o Baron's,  Changing  Times
o Forbes
o Fortune
o Investment Advisor 
o Lipper Analytical Services
o Money  Magazine 
o Stanger's Investment Advisor 
o The Wall Street Journal  
o USA Today 
o U.S. News 
o Weisenberger Investment Companies Services
o W. R. Kipplinger's Personal Finance

A Fund may also include in its advertisements  comparisons of the performance of
a Fund to that of various market indices,  such as: 
o Bond Buyer Municipal Index
o Dow Jones  Industrials  Index 
o Dow Jones  Utility  Index with Income 
o Lehman Brothers BAA Corporate Index 
o Lehman Brothers GNMA Index 
o Lehman Brothers High Yield Index 
o Lehman Brothers Municipal Bond Index 
o Lehman Brothers Revenue Bond Index 
o Brothers Mutual Fund Short Government/Corporate Index 
o Lehman Brothers Government Corporate Intermediate Index   
o Lehman Brothers Government/Corporate Bond Index 
o Merrill Lynch Corporate Government Bond Index
o Morgan Stanley Capital International EAFE (Europe, Australia and Far East)
  Index 
o Morgan Stanley Capital International EMF (Emerging  Markets) Index 
o Salomon Brothers Investment Grade Bond Index 
o S&P 500 Index 
o Valueline 
o World Index

Total Return


The Growth-Oriented  and Income-Oriented  Funds include its average annual total
return for the one-,  five- and ten-year  periods as of the last day of the most
recent calendar  quarter when advertising  total return figures.  If the Fund or
class has been in existence for a shorter time period, it uses the time from the
beginning of the Fund (or class) to the end of the most recent calendar quarter.

Average  annual  total  return is  calculated  by  comparing  an initial  $1,000
investment  to the  redeemable  value of the Fund at the end of 1, 5 or 10 years
(or from the Fund's inception date).

     Initial  Investment  - $1,000 less maximum  front-end  sales charge (in the
        case of Class A shares)
     Ending  redeemable  value - assumes the  reinvestment  of all dividends and
     capital gains at net asset value less the  applicable  contingent  deferred
        sales charge (in the case of Class B shares).

A Fund may also include in its advertising  average annual total return for some
other period or cumulative  total return for a specified  period.  These returns
may include  reduced sales charges,  reflect no sales charge or CDSC in order to
illustrate  the change in a Fund's net asset value over time.  Cumulative  total
return is calculated:

                     (Ending redeemable value less the initial investment)
                     -----------------------------------------------------
                                      Initial investment

The  following  table shows as of October 31, 1998  average  annual  returns for
Class A shares for each of the Funds for the periods indicated:
<TABLE>
<CAPTION>
                 Fund                                1-Year                     5-Year                    10-Year
                 ----                                ------                     ------                    -------
<S>                                                 <C>                        <C>                        <C>   
Balanced Fund                                         5.78%                     10.21%                    10.43%
Blue Chip Fund                                       13.87                      16.61                     13.63(1)
Bond Fund                                             2.69                       5.92                      8.61
Capital Value Fund                                   10.16                      17.04                     13.55
Government Securities Income Fund                     2.33                       5.47                      8.09
Growth Fund                                           9.75                      16.32                     16.44
High Yield Fund                                      (7.73)                      5.62                      6.35
International Emerging Markets Fund                 (24.82)                    (28.45)(3)                   N/A
International Fund                                   (2.86)                      8.93                      9.97
International SmallCap Fund                          (4.41)                     (3.36)(3)                   N/A
Limited Term Bond Fund                                4.98                       5.76(4)                    N/A
MidCap Fund                                         (14.02)                     12.25                     14.58
Real Estate Fund                                    (19.43)(5)                    N/A                       N/A
SmallCap Fund                                       (19.90)(5)                    N/A                       N/A
Tax-Exempt Bond Fund                                  1.74                       4.74                      7.27
Utilities Fund                                       25.89                      10.40                     11.56(2)

<FN>
(1)Period beginning March 1, 1991 and ending October 31, 1998.
(2)Period beginning December 16, 1992 and ending October 31, 1998.
(3)Period beginning August 29, 1997 and ending October 31, 1998.
(4)Period beginning February 29, 1996 and ending October 31, 1998.
(5)Period beginning December 31, 1997 and ending October 31, 1998.
</FN>
</TABLE>
The  following  table shows as of October 31, 1998  average  annual  returns for
Class B shares for each of the Funds for the period indicated:
                 Fund                       1-Year              5-Year
                 ----                       ------              ------
Balanced Fund                                6.18%              14.35%(1)
Blue Chip Fund                              14.59               21.21(1)
Bond Fund                                    3.04                9.09(1)
Capital Value Fund10.71                     22.44(1)
Government Securities Income Fund            2.60                8.70(1)
Growth Fund                                 10.58               21.03(1)
High Yield                                  (7.52)               6.87(1)
International Emerging Markets Fund        (24.41)             (28.20)(2)
International Fund                          (2.68)              11.50(1)
International SmallCap Fund                 (3.90)              (2.90)(2)
Limited Term Bond Fund                      (4.99)               5.70(3)
MidCap Fund                                (13.75)              16.57(1)
Real Estate Fund                           (18.98)(4)              N/A
SmallCap Fund                              (19.51)(4)              N/A
Tax-Exempt Bond Fund                         2.01                8.87(1)
Utilities Fund                              27.23               18.74(1)

(1) Period  beginning  December 9, 1994 and ending  October 31, 1998. 
(2) Period beginning  August 29, 1997 and ending  October 31,  1998.  
(3) Period  beginning February 29, 1996 and ending October 31, 1998. 
(4) Period beginning December 31, 1997 and ending October 31, 1998.

The  following  table shows as of October 31, 1998  average  annual  returns for
Class R shares for each of the Funds for the period indicated:
                 Fund                        1-Year              5-Year
                 ----                        ------              ------
Balanced Fund                                10.43%              12.44%(1)
Blue Chip Fund                               19.01               17.89(1)
Bond Fund                                     7.05                7.60(1)
Capital Value Fund14.77                      19.51(1)
Government Securities Income Fund             6.66                6.98(1)
Growth Fund                                  14.46               16.11(1)
High Yield Fund                              (3.97)               4.59(1)
International Emerging Markets Fund         (21.14)             (25.55)(2)
International Fund                            1.13               11.04(1)
International SmallCap Fund                   0.50                0.86(2)
Limited Term Bond Fund                        6.12                5.77(1)
MidCap Fund                                 (10.37)               8.48(1)
Real Estate Fund                            (15.37)(3)              N/A
SmallCap Fund                               (15.75)(3)              N/A
Tax-Exempt Bond Fund                           N/A                  N/A
Utilities Fund                               31.47               16.13(1)

(1) Period  beginning  February 29, 1996 and ending October 31, 1998. 
(2) Period beginning  August 29, 1997 and ending  October 31,  1998.  
(3) Period  beginning December 31, 1997 and ending October 31, 1998.
Yield

Income-Oriented Funds
Each Income-Oriented Fund computes a yield by:
1.   calculating  net  investment  income  per share for a 30 day (or one month)
     period
2.   annualizing  net  investment   income  per  share,   assuming   semi-annual
     compounding
3.   dividing  the  annualized  net  investment  income  by the  maximum  public
     offering  price for  Class A shares or the net asset  value for Class B and
     Class R shares for the last day of the same period.
The  following  table  shows as of October  31, 1998 the yield for each class of
shares for each of the Income-Oriented Funds:

                                        Yield as of October 31, 1998
                                        ----------------------------
                   Fund                Class A     Class B   Class R
                   ----                -------     -------   -------
Bond Fund                               5.16%       4.66%     4.92%
Government Securities Income Fund       6.01        5.56      5.44
High Yield Fund                         8.58        6.96      8.14
Limited Term Bond Fund                  5.62        4.71      4.74
Tax-Exempt Bond Fund                    3.59        3.35      N/A

The  Tax-Exempt   Bond  Fund  may  advertise  a   tax-equivalent   yield.   Your
tax-equivalent yield would be calculated by:

    [(Tax-exemptportion of the yield) divided by (1 minus your tax  rate)] plus
              [any portion  of  the  yield  which  is not tax-exempt]

As of October 31, 1998 the Fund's  tax-equivalent yields for Class A and Class B
shares were as follows:

                              Tax-Equivalent Yield           
                             ---------------------           Assumed
                             Class A       Class B           Tax Rate
                             -------       -------           --------
                              4.99%         4.65%             28.0%
                              5.61          5.23              36.0
                              5.94          5.55              39.6
Money Market Funds


Each of the Money Market Funds advertises its yield and its effective yield. The
Tax-Exempt Cash Management Fund also advertises its tax-equivalent yield.

Yield is computed by:
o  determining the net change (excluding  shareholder purchases and redemptions)
   in the value of a hypothetical  pre-existing  account having a balance of one
   share at the beginning of the period
o  dividing the  difference  by the value of the account at the beginning of the
   base period to obtain the base period return
o  multiplying the base period return by (365/7) with the resulting yield figure
   carried to at least the nearest hundredth of one percent.

The  following  table  shows as of October  31, 1998 the yield for each class of
shares for each of the Money Market Funds:

                                     Yield as of October 31, 1998
                                     ----------------------------
              Fund                Class A       Class B       Class R
              ----                -------       -------       -------
Cash Management Fund               4.92%         4.23%          4.50%
Tax-Exempt Cash Management Fund    2.53           N/A            N/A

There  may be a  difference  in the net  investment  income  per  share  used to
calculate  yield  and the net  investment  income  per share  used for  dividend
purposes.  This is because the  calculation  for yield purposes does not include
net  short-term  realized  gains or losses on the Fund's  investment,  which are
included in the calculation for dividend purposes.

Effective yield is computed by:
o    determining   the  net  change   (excluding   shareholder   purchases   and
     redemptions) in the value of a hypothetical  pre-existing  account having a
     balance of one share at the beginning of the period
o    dividing the difference by the value of the account at the beginning of the
     base period to obtain the base period  return  compounding  the base period
     return by adding 1,  raising  the sum to a power equal to 365 divided by 7,
     and subtracting 1 from the result.
The  resulting  effective  yield  figure  is  carried  to at least  the  nearest
hundredth of one percent.

The following  table shows as of October 31, 1998 the  effective  yield for each
class of shares for each of the Money Market Funds:

                                     Effective Yield as of October 31, 1998
                                     --------------------------------------
              Fund                   Class A         Class B        Class R
              ----                   -------         -------        -------
Cash Management Fund                  5.04%           4.31%           4.60%
Tax-Exempt Cash Management Fund       2.56             N/A             N/A

Your tax-equivalent yield would be calculated by:

    [(Tax-exemptportion of the yield) divided by (1 minus your tax rate)] plus  
             [any portion  of  the  yield  which  is not tax-exempt]

As of  October  31,  1998 the  Fund's  tax-equivalent  yield and  tax-equivalent
effective yield for Class A shares and Class B shares were as follows:

     Tax-Equivalent Yield      Tax-Equivalent Effective Yield      
     --------------------      ------------------------------       Assumed
            Class A                        Class A                 Tax-Rate
            -------                        -------                 --------
             3.51%                          3.56%                    28.0%
             3.95                           4.00                     36.0
             4.19                           4.24                     39.6

The yield quoted at any time for one of the Money Market  Funds  represents  the
amount  that has earned  during a  specific,  recent  seven-day  period and is a
function of:
o  the quality of investments in the Fund's portfolio
o  types of investments in the Fund's portfolio
o  length of maturity of investments in the Fund's portfolio
o  Fund's operating expenses.

The length of maturity for the portfolio is calculated  using the average dollar
weighted  maturity  of all  investments.  This means that the  portfolio  has an
average maturity of a stated number of days for its investments. The calculation
is weighted by the relative value of each investment.

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

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

The Power of Compounding


Fund  shareholders  who  reinvest  their  distributions  get  the  advantage  of
compounding.  Here's what happens to a $10,000  investment  with monthly  income
reinvested at 6 percent, 8 percent and 10 percent over 20 years.

These  figures  assume no change in the value of  principal.  This  chart is for
illustration purposes only and is not an indication of the results a shareholder
may receive as a shareholder of a specific Fund. The return and capital value of
an investment in a Fund vary so that the value, when redeemed, may be worth more
or less than the original cost.

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

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

An  example  of a typical  calculation  included  in such  advertisements  is as
follows: the after-tax and inflation-adjusted  earnings on a bank CD, assuming a
$10,000  investment in a six-month bank CD with an annual interest rate of 4.99%
(monthly average  six-month CD rate for the month of October,  1998, as reported
in the  Federal  Reserve  Bulletin)  and an  inflation  rate  of 1.5%  (rate  of
inflation  for the  12-month  period  ended  October 31, 1998 as measured by the
Consumer Price Index) and an income tax bracket of 28% would be $(105).

                  ($10,000 x 4.99%) / 2 = $250 Interest for six-month period
                                          - 70 Federal income taxes (28%)
                                          - 75 Inflation's impact on invested
                                               principal $(10,000 x 1.5%) / 2
                                        ($105) After-tax, inflation-adjusted 
                                               earnings

A Fund may also include in its  advertisements  an  illustration of tax-deferred
accumulation  versus  currently  taxable  accumulation  in conjunction  with the
Fund's use as a funding  vehicle  for  403(b)  plans,  IRAs or other  retirement
plans. The illustration set forth below assumes a monthly investment of $200, an
annual return of 8% compounded monthly, and a 28% tax bracket.

The information is for illustrative  purposes only and is not meant to represent
the  performance of any of the Principal  Funds.  An investment in the Principal
Funds is not  guaranteed;  values and  returns  generally  vary with  changes in
market conditions.

                        Tax-deferred vs. taxable savings plan

                          _______________________________________  - $300,059

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

                          _______________________________________  --- $192,844

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

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

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

                          ---------------------------------------
                   Years:  5    10    15    20    25    30

                      -    With a tax-deferred savings plan
                      ---    Without a tax-deferred savings plan

TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

It is the policy of each Fund to  distribute  substantially  all net  investment
income and net realized  gains.  Through such  distributions,  and by satisfying
certain other  requirements,  each Fund intends to qualify for the tax treatment
accorded to regulated  investment  companies under the applicable  provisions of
the  Internal  Revenue  Code.  This  means  that  in each  year in  which a Fund
qualifies,  it is exempt from federal income tax upon the amount  distributed to
investors.  The Tax  Reform Act of 1986  imposed  an excise tax on mutual  funds
which fail to distribute net  investment  income and capital gains by the end of
the  calendar  year in  accordance  with the  provisions  of the Act.  Each Fund
intends to comply with the Act's requirements and to avoid this excise tax.

Dividends  from net  investment  income  will be  eligible  for a 70%  dividends
received  deduction  generally  available to  corporations  to the extent of the
amount of qualifying dividends received by the Funds from domestic  corporations
for  the  taxable   year.   Distributions   from  the  Money  Market  Funds  and
Income-Oriented  Funds are  generally  not eligible for the  corporate  dividend
received deduction.

All  taxable  dividends  and  capital  gains  are  taxable  in the year in which
distributed,  whether  received  in cash or  reinvested  in  additional  shares.
Dividends declared with a record date in December and paid in January are deemed
to  be  distributed  to  shareholders   in  December.   Each  Fund  informs  its
shareholders  of the amount and nature of their  taxable  income  dividends  and
capital gain distributions. Dividends from a Fund's net income and distributions
of capital gains, if any, may also be subject to state and local taxation.

The Fund is required in certain cases to withhold and remit to the U.S. Treasury
31% of ordinary income dividends and capital gain dividends, and the proceeds of
redemption of shares,  paid to any  shareholder  (1) who has provided  either an
incorrect tax  identification  number or no number at all, (2) who is subject to
backup  withholding  by the Internal  Revenue  Service for failure to report the
receipt  of  interest  or  dividend  income  properly,  or (3) who has failed to
certify to the Fund that it is not subject to backup withholding or that it is a
corporation or other "exempt recipient."

A shareholder recognizes gain or loss on the sale or redemption of shares of the
Fund in an amount equal to the  difference  between the proceeds of the sales or
redemption  and the  shareholder's  adjusted  tax basis in the shares.  All or a
portion of any loss so recognized may be disallowed if the shareholder purchases
other shares of the Fund within 30 days before or after the sale or  redemption.
In general,  any gain or loss arising from (or treated as arising from) the sale
or  redemption  of  shares  of the  Fund  is  considered  capital  gain  or loss
(long-term  capital  gain or loss if the shares  were held for  longer  than one
year).  However, any capital loss arising from the sales or redemption of shares
held for six  months  or less is  disallowed  to the  extent  of the  amount  of
exempt-interest  dividends  received  on such  shares  and (to  the  extent  not
disallowed)  is treated as a long-term  capital loss to the extent of the amount
of capital gain  dividends  received on such shares.  Capital losses in any year
are  deductible  only to the  extent of  capital  gains  plus,  in the case of a
noncorporate taxpayer, $3,000 of ordinary income.

If a shareholder  (i) incurs a sales load in acquiring  shares of the Fund, (ii)
disposes  of such  shares  less than 91 days after they are  acquired  and (iii)
subsequently acquires shares of the Fund or another fund at a reduced sales load
pursuant  to a right  to  reinvest  at  such  reduced  sales  load  acquired  in
connection  with the  acquisition of the shares disposed of, then the sales load
on the shares  disposed of (to the extent of the  reduction in the sales load on
the shares subsequently acquired) shall not be taken into account in determining
gain or loss on the shares  disposed  of but shall be treated as incurred on the
acquisition of the shares subsequently acquired.

Shareholders should consult their own tax advisors as to the federal,  state and
local tax  consequences of ownership of shares of the Funds in their  particular
circumstances.

Special Tax Considerations


     Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund


     The Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund also intend to
     qualify   to  pay   "exempt-interest   dividends"   to   their   respective
     shareholders.   An  exempt-interest  dividend  is  that  part  of  dividend
     distributions  made by either Fund which  consist of  interest  received by
     that  Fund on  tax-exempt  Municipal  Obligations.  Shareholders  incur  no
     federal  income  taxes  on  exempt-interest   dividends.   However,   these
     exempt-interest  dividends  may be taxable  under state or local law.  Fund
     shareholders that are corporations must include  exempt-interest  dividends
     in  determining  whether  they are  subject  to the  corporate  alternative
     minimum tax.  Exempt-interest  dividends  that derive from certain  private
     activity  bonds must be included by  individuals  as a  preference  item in
     determining  whether they are subject to the alternative  minimum tax. Each
     Fund may also pay ordinary  income  dividends and distribute  capital gains
     from time to time.  Ordinary income dividends and  distributions of capital
     gains, if any, are taxable for federal purposes.

     If a  shareholder  receives an  exempt-interest  dividend  with  respect to
     shares of the Funds held for six months or less,  then any loss on the sale
     or exchange of such shares,  to the extent of the amount of such  dividend,
     is  disallowed.  If a  shareholder  receives a capital gain  dividend  with
     respect to shares held for six months or less, then any loss on the sale or
     exchange  of such  shares is  treated  as a long term  capital  loss to the
     extent the loss exceeds any exempt-interest  dividend received with respect
     to such shares,  and is  disallowed  to the extent of such  exempt-interest
     dividend.

     Interest on indebtedness incurred or continued by a shareholder to purchase
     or carry  shares of either of these Funds is not  deductible.  Furthermore,
     entities or persons who are "substantial  users" (or related persons) under
     Section 147(a) of the Code of facilities financed by private activity bonds
     should consult their tax advisors before purchasing shares of the Funds.

     From time to time,  proposals have been introduced  before Congress for the
     purpose of restricting or eliminating  the federal income tax exemption for
     interest  on  Municipal   Obligations.   If  legislation  is  enacted  that
     eliminates  or   significantly   reduces  the   availability  of  Municipal
     Obligations, it could adversely affect the ability of the Funds to continue
     to pursue their  respective  investment  objectives  and policies.  In such
     event, the Funds would reevaluate their investment objectives and policies.

     International  Emerging Markets,  International and International  SmallCap
     Funds


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

     Futures Contracts and Options


     As  previously  discussed,  some of the  Principal  Funds invest in futures
     contracts or options thereon,  index options or options traded on qualified
     exchanges.  For federal  income tax  purposes,  capital gains and losses on
     futures  contracts or options  thereon,  index options or options traded on
     qualified  exchanges  are  generally  treated  as  60%  long-term  and  40%
     short-term.  In addition, the Funds must recognize any unrealized gains and
     losses on such  positions  held at the end of the fiscal  year.  A Fund may
     elect out of such tax treatment, however, for a futures or options position
     that  is part  of an  "identified  mixed  straddle"  such  as a put  option
     purchased with respect to a portfolio security. Gains and losses on futures
     and options  included in an identified  mixed straddle are considered  100%
     short-term and  unrealized  gain or loss on such positions are not realized
     at year end. The straddle  provisions  of the Code may require the deferral
     of  realized  losses  to the  extent  that a Fund has  unrealized  gains in
     certain  offsetting  positions at the end of the fiscal year.  The Code may
     also  require  recharacterization  of all or a part of  losses  on  certain
     offsetting positions from short-term to long-term, as well as adjustment of
     the holding periods of straddle positions.

GENERAL INFORMATION AND HISTORY

Effective  January 1, 1998, the following  changes were made to the names of the
Funds:
<TABLE>
<CAPTION>
                        Old Fund Name                                                   New Fund Name
                        -------------                                                   -------------

<S>  <C>                                                             <C>
     Princor Balanced Fund, Inc.                                     Principal Balanced Fund, Inc.
     Princor Blue Chip Fund, Inc.                                    Principal Blue Chip Fund, Inc.
     Princor Bond Fund, Inc.                                         Principal Bond Fund, Inc.
     Princor Capital Accumulation Fund, Inc.                         Principal Capital Value Fund, Inc.
     Princor Cash Management Fund, Inc.                              Principal Cash Management Fund, Inc.
     Princor Emerging Growth Fund, Inc.                              Principal MidCap Fund, Inc.
     Princor Government Securities Income Fund, Inc.                 Principal Government Securities Income Fund, Inc.
     Princor Growth Fund, Inc.                                       Principal Growth Fund, Inc.
     Princor High Yield Fund, Inc.                                   Principal High Yield Fund, Inc.
     Princor Limited Term Bond Fund, Inc.                            Principal Limited Term Bond Fund, Inc.
     Princor Tax-Exempt Bond Fund, Inc.                              Principal Tax-Exempt Bond Fund, Inc.
     Princor Tax-Exempt Cash Management Fund, Inc.                   Principal Tax-Exempt Cash Management Fund, Inc.
     Princor Utilities Fund, Inc.                                    Principal Utilities Fund, Inc.
     Princor World Fund, Inc.                                        Principal International Fund, Inc.
</TABLE>

FINANCIAL STATEMENTS

The  financial  statements  for each of the  Principal  Funds for the year ended
October 31, 1998 are a part of this  Statement of  Additional  Information.  The
financial  statements  appear in the Annual Reports to Shareholders.  Reports on
those statements from Ernst & Young LLP, independent  auditors,  are included in
the  Annual  Report  and  are  also a  part  of  this  Statement  of  Additional
Information.  The Annual Reports are furnished, without charge, to investors who
request copies of the Statement of Additional Information.

APPENDIX A

Description of Bond Ratings:

Moody's Investors Service, Inc. Bond Ratings

Aaa:     Bonds  which are rated Aaa are judged to be of the best  quality.  They
         carry the smallest degree of investment risk and are generally referred
         to as "gilt edge." Interest  payments are protected by a large or by an
         exceptionally  stable margin and principal is secure. While the various
         protective  elements  are  likely to  change,  such  changes  as can be
         visualized  are  most  unlikely  to  impair  the  fundamentally  strong
         position of such issues.

Aa:      Bonds  which  are  rated Aa are  judged  to be of high  quality  by all
         standards. Together with the Aaa group they comprise what are generally
         known as high  grade  bonds.  They are rated  lower than the best bonds
         because  margins of protection may not be as large as in Aaa securities
         or  fluctuation of protective  elements may be of greater  amplitude or
         there may be other  elements  present  which make the  long-term  risks
         appear somewhat larger than in Aaa securities.

A:       Bonds which are rated A possess many  favorable  investment  attributes
         and are to be  considered  as upper medium grade  obligations.  Factors
         giving security to principal and interest are considered adequate,  but
         elements may be present  which suggest a  susceptibility  to impairment
         sometime in the future.

Baa:     Bonds which are rated Baa are  considered as medium grade  obligations,
         i.e., they are neither highly  protected nor poorly  secured.  Interest
         payments and  principal  security  appear  adequate for the present but
         certain protective elements may be lacking or may be characteristically
         unreliable over any great length of time.  Such bonds lack  outstanding
         investment characteristics and in fact have speculative characteristics
         as well.

Ba:      Bonds which are rated Ba are judged to have speculative elements; their
         future cannot be considered as  well-assured.  Often the  protection of
         interest and  principal  payments may be very  moderate and thereby not
         well  safeguarded  during  both  good and bad  times  over the  future.
         Uncertainty of position characterizes bonds in this class.

B:       Bonds which are rated B generally lack characteristics of the desirable
         investment.  Assurance of interest and principal payments or of 
         maintenance of other terms of the contract over any long period of time
         may be small.

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

Ca:      Bonds which are rated Ca represent obligations which are speculative in
         a high degree.  Such issues are often in default or have other marked 
         shortcomings.

C:       Bonds which are rated C are the lowest  rated class of bonds and issues
         so rated can be regarded as having  extremely  poor  prospects  of ever
         attaining any real investment standing.

CONDITIONAL RATING:  Bonds for which the security depends upon the completion of
some act or the  fulfillment  of some condition are rated  conditionally.  These
bonds secured by (a) earnings of projects  under  construction,  (b) earnings of
projects  unseasoned  in  operation  experience,  (c)  rentals  which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches.  Parenthetical  rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.

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

SHORT-TERM  NOTES:  The four ratings of Moody's for short-term  notes are MIG 1,
MIG 2, MIG 3 and MIG 4; MIG 1 denotes "best quality,  enjoying strong protection
from established  cash flows";  MIG 2 denotes "high quality" with "ample margins
of  protection";  MIG 3  notes  are  of  "favorable  quality...but  lacking  the
undeniable  strength  of the  preceding  grades";  MIG 4 notes are of  "adequate
quality,  carrying specific risk for having  protection...and  not distinctly or
predominantly speculative."

Description of Moody's Commercial Paper Ratings

Moody's Commercial Paper ratings are opinions of the ability to repay punctually
promissory obligations not having an original maturity in excess of nine months.
Moody's  employs the following three  designations,  all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers:

Issuers  rated  Prime-1 (or  related  supporting  institutions)  have a superior
capacity for repayment of short-term promissory obligations.

Issuers  rated  Prime-2  (or  related  supporting  institutions)  have a  strong
capacity for repayment of short-term promissory obligations.

Issuers rated Prime-3 (or related  supporting  institutions)  have an acceptable
capacity for repayment of short-term promissory obligations.

Issuers rated Not Prime do not fall within any of the Prime rating categories.

Description of Standard & Poor's Corporation's Debt Ratings:

A Standard & Poor's debt rating is a current assessment of the  creditworthiness
of an obligor with respect to a specific  obligation.  This  assessment may take
into consideration obligors such as guarantors, insurers, or lessees.

The debt rating is not a  recommendation  to purchase,  sell or hold a security,
inasmuch  as it does  not  comment  as to  market  price  or  suitability  for a
particular investor.

The ratings are based on current information furnished by the issuer or obtained
by Standard & Poor's from other sources  Standard & Poor's  considers  reliable.
Standard & Poor's  does not perform an audit in  connection  with any rating and
may, on occasion,  rely on unaudited financial  information.  The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other circumstances.

The ratings are based, in varying degrees, on the following considerations:

I.   Likelihood of default -- capacity and  willingness of the obligor as to the
     timely  payment of interest and repayment of principal in  accordance  with
     the terms of the obligation;

II.  Nature of and provisions of the obligation;

III. Protection  afforded by, and relative  position of, the  obligation  in the
     event of bankruptcy,  reorganization or other arrangement under the laws of
     bankruptcy and other laws affecting creditor's rights.

AAA:     Debt rated "AAA" has the highest rating  assigned by Standard & Poor's.
         Capacity to pay interest and repay principal is extremely strong.

AA:      Debt rated "AA" has a very strong  capacity to pay  interest  and repay
         principal  and  differs  from the  highest-rated  issues  only in small
         degree.

A:       Debt  rated  "A"  has a  strong  capacity  to pay  interest  and  repay
         principal  although they are somewhat more  susceptible  to the adverse
         effects of changes in circumstances  and economic  conditions than debt
         in higher-rated categories.

BBB:     Debt rated  "BBB" is  regarded  as having an  adequate  capacity to pay
         interest and repay  principal.  Whereas it normally  exhibits  adequate
         protection   parameters,   adverse  economic   conditions  or  changing
         circumstances  are more  likely to lead to a weakened  capacity  to pay
         interest and repay principal for debt in this category than for debt in
         higher-rated categories.

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

C:       The rating "C" is  reserved  for income  bonds on which no  interest is
         being paid.

D:       Debt rated "D" is in default,  and payment of interest and/or repayment
         of principal is in arrears.

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

Provisional Ratings: The letter "p" indicates that the rating is provisional.  A
provisional  rating  assumes the  successful  completion  of the  project  being
financed by the bonds being rated and  indicates  that  payment of debt  service
requirements  is largely or entirely  dependent  upon the  successful and timely
completion of the project. This rating, however, while addressing credit quality
subsequent to completion of the project,  makes no comment on the likelihood of,
or the risk of default upon  failure of, such  completion.  The investor  should
exercise his own judgment with respect to such likelihood and risk.

NR:      Indicates that no rating has been requested, that there is insufficient
         information  on which to base a rating or that  Standard & Poor's  does
         not rate a particular type of obligation as a matter of policy.

Standard & Poor's, Commercial Paper Ratings

A Standard  & Poor's  Commercial  Paper  Rating is a current  assessment  of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.  Ratings are graded  into four  categories,  ranging  from "A" for the
highest  quality  obligations  to "D" for the lowest.  Ratings are applicable to
both  taxable  and  tax-exempt  commercial  paper.  The four  categories  are as
follows:

A:       Issues  assigned the highest rating are regarded as having the greatest
         capacity for timely  payment.  Issues in this  category are  delineated
         with the numbers 1, 2 and 3 to indicate the relative degree of safety.

A-1:     This  designation  indicates that the degree of safety regarding timely
         payment is either  overwhelming  or very  strong.  Issues that  possess
         overwhelming safety characteristics will be given a "+" designation.

A-2:     Capacity for timely payment on issues with this  designation is strong.
         However,  the  relative  degree of safety is not as high as for  issues
         designated "A-1".

A-3:     Issues  carrying  this  designation  have a  satisfactory  capacity for
         timely  payment.  They are,  however,  somewhat more  vulnerable to the
         adverse effects of changes in circumstances  than obligations  carrying
         the highest designations.

B:       Issues rated "B" are  regarded as having only an adequate  capacity for
         timely  payment.  However,  such  capacity  may be damaged by  changing
         conditions or short-term adversities.

C:       This rating is assigned to short-term debt  obligations with a doubtful
         capacity for payment.

D:       This  rating  indicates  that the  issue is  either  in  default  or is
         expected to be in default upon maturity.

The  Commercial  Paper  Rating is not a  recommendation  to  purchase  or sell a
security.  The ratings are based on current information  furnished to Standard &
Poor's by the issuer and  obtained by  Standard & Poor's  from other  sources it
considers  reliable.  The ratings may be changed,  suspended,  or withdrawn as a
result of changes in or unavailability of, such information.

Standard  & Poor's  rates  notes with a  maturity  of less than  three  years as
follows:

SP-1:    A very  strong,  or strong,  capacity to pay  principal  and  interest.
         Issues that possess overwhelming safety characteristics will be given a
         "+" designation.

SP-2:    A satisfactory capacity to pay principal and interest.

SP-3:    A speculative capacity to pay principal and interest.




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