PRINCIPAL GROWTH FUND INC /MD/
497, 2000-08-08
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Changes have been made to the  prospectus  for the Principal  Mutual Funds.  The
changes are shown below.

                        SUPPLEMENT DATED AUGUST 10, 2000
   TO THE PROSPECTUS DATED MARCH 1, 2000 (AS REVISED THROUGH MAY 1, 2000) FOR
                           THE PRINCIPAL MUTUAL FUNDS

                         PRINCIPAL BALANCED FUND, INC.
                         PRINCIPAL BLUE CHIP FUND, INC.
                           PRINCIPAL BOND FUND, INC.
                       PRINCIPAL CAPITAL VALUE FUND, INC.
                      PRINCIPAL CASH MANAGEMENT FUND, INC.
                      PRINCIPAL EUROPEAN EQUITY FUND, INC.
               PRINCIPAL GOVERNMENT SECURITIES INCOME 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 LARGECAP STOCK INDEX FUND, INC.
                     PRINCIPAL LIMITED TERM BOND FUND INC.
                          PRINCIPAL MIDCAP FUND, INC.
                       PRINCIPAL PACIFIC BASIN FUND, INC.
                PRINCIPAL PARTNERS AGGRESSIVE GROWTH FUND, INC.
                 PRINCIPAL PARTNERS LARGECAP GROWTH FUND, INC.
                  PRINCIPAL PARTNERS MIDCAP GROWTH FUND, INC.
                        PRINCIPAL REAL ESTATE FUND, INC.
                         PRINCIPAL SMALLCAP FUND, INC.
                      PRINCIPAL TAX-EXEMPT BOND FUND, INC.
                         PRINCIPAL UTILITIES FUND, INC.

1.   On page 11, under the Day-to-day Account Management  section,  replace with
     the following:

  Since July 2000   Scott D. Opsal,  CFA. Mr. Opsal is Chief Investment  Officer
                    of  Invista  Capital   Management  and  has  been  with  the
                    organization since 1993. He holds an MBA from the University
                    of Minnesota and BS from Drake University. He has earned the
                    right to use the Chartered Financial Analyst designation.

2.   On page 43,  under  the  Day-to-day  Account  Management  section,  add the
     following:

 Since July 2000    Co-Manager: Kelly R. Alexander. Ms. Alexander joined Invista
                    Capital  Management in 1992. Her duties  include  management
                    responsibility   for  nine   fixed-income   portfolios  with
                    combined assets of more than $4.0 billion.

3.   On page 47,  under  the  Day-to-day  Account  Management  section,  add the
     following:

 Since July 2000    Co-Manager:  Daniel J. Garrett,  CFA. Mr. Garrett joined the
                    Principal  organization  in  1985.  He holds a BA and an MBA
                    from  Drake  University.  He has earned the right to use the
                    Chartered Financial Analyst designation.



                             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 LargeCap Stock Index Fund, Inc.
Principal MidCap Fund, Inc.
Principal Partners Aggressive Growth Fund, Inc.
Principal Partners LargeCap Growth Fund, Inc.
Principal Partners MidCap Growth Fund, Inc.
Principal Real Estate Fund, Inc.
Principal SmallCap Fund, Inc.
Principal Utilities Fund, Inc.

INTERNATIONAL GROWTH-ORIENTED FUNDS

Principal European Equity Fund, Inc.
Principal International Emerging Markets Fund, Inc.
Principal International Fund, Inc.
Principal International SmallCap Fund, Inc.
Principal Pacific Basin 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.
Principal Tax-Exempt Bond Fund, Inc.

MONEY MARKET FUND

Principal Cash Management Fund, Inc.


-----------------------------------------------------------------


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




                  The date of this Prospectus is March 1, 2000
                        as revised through May 1, 2000.



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...................................6
     Balanced Fund..................................................6
     Blue Chip Fund.................................................8
     Capital Value Fund............................................10
     Growth Fund ..................................................12
     LargeCap Stock Index Fund.....................................14
     MidCap Fund...................................................16
     Partners Aggressive Growth Fund...............................18
     Partners LargeCap Growth Fund.................................20
     Partners MidCap Growth Fund...................................22
     Real Estate Fund..............................................24
     SmallCap Fund.................................................26
     Utilities Fund................................................28

   International Growth-Oriented Funds.............................30
     European Equity Fund..........................................30
     International Emerging Markets Fund...........................32
     International Fund............................................34
     International SmallCap Fund...................................36
     Pacific Basin Fund............................................38

   Income Funds....................................................40
     Bond Fund.....................................................40
     Government Securities Income Fund.............................42
     High Yield Fund...............................................44
     Limited Term Bond Fund........................................46
     Tax-Exempt Bond Fund..........................................48

   Money Market Fund...............................................50
     Cash Management Fund..........................................50

The Costs of Investing.............................................52

Certain Investment Strategies and Related Risks....................59

Management, Organization and Capital Structure.....................63

Pricing of Fund Shares.............................................65

Dividends and Distributions........................................66

How To Buy Shares..................................................67

How To Redeem (Sell) Shares........................................69

How To Exchange Shares Among Principal Mutual Funds................72

General Information about a Fund Account...........................74

Financial Highlights...............................................76

FUND DESCRIPTIONS.

The   Principal   Mutual  Funds  have  four   categories   of  funds:   domestic
growth-oriented  funds,  international  growth-oriented  funds,  income-oriented
funds and a money market fund. Principal Management Corporation*,  the "Manager"
of each of the Funds,  has selected a Sub-Advisor for certain Funds based on the
Sub-Advisor's experience with the investment strategy for which it was selected.
The Manager seeks to provide a full range of investment  approaches  through the
Principal Mutual Funds.

<TABLE>
<CAPTION>
<S>                                                           <C>
     Fund                                                     Sub-Advisor
     Balanced, Blue Chip, Capital Value,                      Invista Capital Management, LLC ("Invista")*
     Government Securities Income, Growth,
     International, International Emerging Markets,
     International SmallCap, LargeCap Stock Index,
     Limited Term Bond, MidCap, SmallCap and Utilities

     European Equity and Pacific Basin                        BT Funds Management (International) Limited ("BT")*

     Partners Aggressive Growth                               Morgan Stanley Asset Management ("Morgan Stanley")

     Partners LargeCap Growth                                 Duncan-Hurst Capital Management Inc. ("Duncan-Hurst")

     Partners MidCap Growth                                   Turner Investment Partners, Inc. ("Turner")

<FN>
     *    Principal  Management  Corporation,  Invista and BT are members of the
          Principal Financial Group.
</FN>
</TABLE>

Three  classes  of each  of  these  Funds  shares  are  available  through  this
Prospectus:
o    Class A shares are  generally  sold with a sales  charge that is a variable
     percentage based on the amount of the purchase;
o    Class B shares are not  subject to a sales  charge at the time of  purchase
     but are subject to a contingent  deferred  sales charge  ("CDSC") on shares
     redeemed within six years of purchase; and
o    Class C shares are sold  without a sales charge at the time of purchase but
     are subject to a CDSC on shares redeemed within one year of purchase.

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
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  (estimates of expenses are shown for Funds which have not completed
a fiscal year of  operation).  Examples are provided  which 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  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  staff of  experienced  securities  analysts,  they
provide the Funds with professional investment management.

Fund Performance

As  certain  Funds  have been  operating  only for a  limited  period of time no
historical  information  is available  for those Funds.  If  historical  data is
available, the Fund's description includes a set of tables and a bar chart.

The bar  chart is  included  to  provide  you with an  indication  of the  risks
involved when you invest. The 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.

One of the tables compares the Fund's average annual returns with:

o    a broad-based  securities  market index (An index measures the market price
     of a specific group of securities in a particular market of securities in a
     market sector.  You cannot invest  directly in an index.  An index does not
     have an investment adviser and does not pay any commissions or expenses. If
     an index had expenses, its performance would be lower.); and

o    an  average  of  mutual  funds  with a  similar  investment  objective  and
     management style. The averages used are prepared by independent statistical
     services.

The other table provides the highest and lowest quarterly rate of return for the
Fund's Class A shares over a given period.

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:     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.

          No  salesperson,  dealer or any other  person  is  authorized  to give
          information  or make  representations  about a Fund  other  than those
          contained in this  Prospectus.  Information  or  representations  from
          unauthorized  parties  may not be relied upon as having been made by a
          Fund, the Manager or any Sub-Advisor.

DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL BALANCED FUND, INC.
The 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 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,  it believes are
undervalued  in the  marketplace.  Invista  buys  stocks with the  objective  of
long-term  capital  appreciation.  Stocks  in which  the Fund  invests  normally
generate dividend income.  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 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.  Fixed-income
securities  that are not  investment  grade are  commonly  referred  to as "junk
bonds" or high yield  securities.  These  securities  offer a higher  yield than
other, higher rated securities,  but they carry a greater degree of risk and are
considered speculative by the major credit rating agencies.

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

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

As with all mutual  funds,  the value of the Fund's  assets may rise or fall. If
you sell your shares when their value is less than the price you paid,  you will
lose money.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
but are  uncomfortable  accepting  the  risks of  investing  entirely  in common
stocks.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

1990      -5.18
1991      31.72
1992      10.47
1993      9.01
1994      -3.38
1995      23.39
1996      13.00
1997      17.29
1998      11.20
1999      0.63


The  year-to-date  return as of March 31, 2000 for Class A shares is 0.81%,  for
Class B shares is 0.64% and for Class C shares is 0.47%.


The fund's highest/lowest quarterly returns during this time period were:

   Highest    11.34% (3-31-1991)
   Lowest    -11.70% (9-30-1990)




      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                    Past One Past FivePast Ten
                 Year     Years   Years                                                        Year     Years   Years

<S>              <C>     <C>       <C>        <C>                                             <C>      <C>      <C>
     Class A    -4.10%   11.77%    9.75%      S&P 500 Stock Index                             21.04%   28.55%   18.21%
     Class B    -3.88    11.70    12.05*      Lehman Brothers Government/Corporate Bond Index -2.15    7.61     7.65
     Class C    -5.40**                       Lipper Balanced Fund Average                     8.69    16.39    11.94

<FN>
     *  Period from December 9, 1994, date Class B shares first offered to the public, through December 31, 1999.
     ** Period from June 30, 1999, date Class C shares first offered to the public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
   Class A              $599     $862  $1,144    $1,947
   Class B               617      961   1,320     2,068
   Class C               317     661    1,134     2,441
You  would  pay  the  following  expenses  if you  did  not redeem your shares:
   Class A               599      862   1,144     1,947
   Class B               205      634   1,088     2,068
   Class C               214      661   1,134     2,441

                            Fund Operating Expenses*

                                      Class A   Class B  Class C
     Management Fees................   0.58%     0.58%    0.58%
     12b-1 Fees.....................   0.25      0.89     1.00
     Other Expenses.................   0.45      0.55     0.53
                                       ----      ----     ----
       Total Fund Operating Expenses   1.28%     2.02%    2.11%

     * Total Fund Operating Expenses for Class A and Class B shares are for
       the year ended October 31, 1999. Expenses for Class C shares are for
       the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management

Since December 1997 Co-Manager:  Martin  J.  Schafer.  Mr.  Schafer  joined  the
                    Principal in 1977 and has broad  experience  in  residential
                    mortgage  related  securities.  He  served  as  Director  of
                    Investment  Securities  at the  Principal  prior to  joining
                    Invista  Capital  Management  in  1992.  He  holds  a BBA in
                    Accounting and Finance from the University of Iowa.

Since April 1993    Co-Manager:  Judith A. Vogel,  CFA. Ms. Vogel joined Invista
                    Capital  Management  in 1987.  She  holds  an  undergraduate
                    degree in Business  Administration from Central College. She
                    has earned the right to use the Chartered  Financial Analyst
                    designation.

Since February 2000 Co-Manager:  Mary Sunderland,  CFA. Prior to joining Invista
                    Capital  Management in 1999, Ms.  Sunderland  managed growth
                    and technology  portfolios for Skandia Asset  Management for
                    10  years.  She  holds  an  MBA  in  Finance  from  Columbia
                    University  Graduate School of Business and an undergraduate
                    degree  from  Northwestern  University.  She has  earned the
                    right to use the Chartered Financial Analyst designation.


DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL BLUE CHIP FUND, INC.
The 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 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 capitalization of 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.  While small,  unseasoned companies may offer
greater   opportunities  for  capital  growth  than  larger,   more  established
companies, they also involve greater risks and should be considered speculative.

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.
In addition,  foreign  securities  carry risks that are not  generally  found in
stocks of U.S.  companies.  These include the risk that a foreign security could
lose value as a result of political,  financial  and economic  events in foreign
countries.  In  addition,  foreign  securities  may  be  subject  to  securities
regulators  with less stringent  accounting  and  disclosure  standards than are
required of U.S. companies.

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,  as with all mutual
funds,  the value of the Fund's assets may rise or fall. If you sell your shares
when their value is less than the price you paid, you will lose money.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
and are  willing to accept the risks of  investing  in common  stocks but prefer
investing in larger, established companies.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


Annual Total Returns

1992      6.09
1993      2.62
1994      3.36
1995      33.19
1996      16.78
1997      26.25
1998      16.65
1999      11.96

The year-to-date  return as of March 31, 2000 for Class A shares is -2.97%,  for
Class B shares is -3.15% and for Class C shares is -3.17%.



The fund's highest/lowest quarterly returns during this time period were:

    Highest    16.40% (6-30-1997)
    Lowest     -9.92% (9-30-1998)





      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                       Past One Past FivePast Ten
                 Year     Years   Years                                                           Year     Years   Years

<S>              <C>     <C>      <C>                     <C>                                    <C>      <C>      <C>
     Class A     6.70%   19.55%   13.91%*                 S&P 500 Stock Index                    21.04%   28.55%   18.21%
     Class B     7.13    19.54    19.97**                 Lipper Large-Cap Value Fund Average(1) 11.23    22.56    15.06
     Class C    -0.92***

<FN>
     *    Period from March 1, 1991,  date Class A shares  through  December 31,
          1999
     **   Period from December 9, 1994, date Class B shares through December 31,
          1999.
     ***  Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.

     (1)  Lipper has discontinued calculation of the Average previously used for
          this  Fund.  first  offered  to the  public,  .  This  chart  reflects
          information  for the  discontinued Average  for  years prior  to 1999.
          The  newly assigned Average will be  reflected  for 1999  and  beyond.
          first offered to the public,
</FN>
</TABLE>


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:


                       1 Year  3 Years  5 Years 10 Years
                       ---------------------------------
   Class A              $597    $856    $1,134   $1,925
   Class B               619     967     1,330    2,075
   Class C               333     709     1,215    2,605
You  would  pay  the  following  expenses  if you  did  not redeem your shares:
   Class A               597     856     1,134    1,925
   Class B               207     640     1,098    2,075
   Class C               230     709     1,215    2,605


                            Fund Operating Expenses*

                                      Class A   Class B  Class C
     Management Fees**..............   0.46%     0.46%    0.46%
     12b-1 Fees.....................   0.25      0.92     1.00
     Other Expenses.................   0.55      0.66     0.81
                                       -----     -----    -----
       Total Fund Operating Expenses   1.26%     2.04%    2.27%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.

     **   TheManager  has agreed to waive a portion of its fee for the Fund. The
          Manager intends to continue the waiver and, if necessary, pay expenses
          normally  payable by the Fund  through the period  ending  October 31,
          2000.  The  effect  of the  waiver  is to  reduce  the  Fund's  annual
          operating  expenses.  The  waiver  will  maintain  a  total  level  of
          operating  expenses  (expressed  as a percent  of  average  net assets
          attributable to a Class on an annualized basis) not to exceed:

                1.20% for Class A Shares
                1.95% for Class B Shares
                1.95% for Class C Shares


                           Day-to-day Fund Management

Since March 1991

Mark T. Williams, CFA.
(Fund's inception)
               Mr. Williams joined Invista Capital  Management in 1989. He holds
               an  MBA  from  Drake  University  and a BA in  Finance  from  the
               University  of the State of New York.  He has earned the right to
               use the Chartered Financial Analyst designation.


DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL CAPITAL VALUE FUND, INC.
The  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 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. 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 value of the stocks owned by the Fund changes on a daily basis.  The current
price  reflects the  activities of individual  companies and general  market and
economic conditions.  In the short term, stock prices can fluctuate dramatically
in response to these factors.  Because of these  fluctuations,  principal values
and investment  returns vary. As with all mutual funds,  the value of the Fund's
assets may rise or fall.  If you sell your  shares when their value is less than
the price you paid, you will lose money.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
and 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.


The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.

                              Annual Total Returns

1990      -10.64
1991      37.21
1992      9.09
1993      7.56
1994      0.21
1995      31.90
1996      23.42
1997      28.69
1998      12.13
1999      -6.86


The year-to-date  return as of March 31, 2000 for Class A shares is -2.17%,  for
Class B shares is -2.38% and for Class C shares is -2.53%.


The fund's highest/lowest quarterly returns during this time period were:

    Highest    17.94% (3-31-1991)
    Lowest    -17.62% (9-30-1990)




      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                       Past One Past FivePast Ten
                 Year     Years   Years                                                           Year     Years   Years

<S>             <C>      <C>      <C>                     <C>                                    <C>      <C>      <C>
     Class A   -11.24%   15.83%   11.64%                  S&P 500 Stock Index                    21.04%   28.55%   18.21%
     Class B   -10.96    15.73    16.30*                  S&P 500 Barra Value Index(1)           12.72    22.94    15.37
     Class C   -13.31**                                   Lipper Large-Cap Value Fund Average(2) 11.23    22.56    15.06

<FN>
     *    Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.

     (1)  This index is now the  benchmark  against  which the Fund measures its
          performance.  The  Manager  and  portfolio  manager  believe it better
          represents  the universe of investment  choices open to the Fund under
          its investment philosophy. The index formerly used is also shown.

     (2)  Lipper has discontinued calculation of the Average previously used for
          this  Fund.  This  chart  reflects  information  for the  discontinued
          Average for years prior to 1999.  The newly  assigned  Average will be
          reflected for 1999 and beyond.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:


                       1 Year  3 Years  5 Years 10 Years
   Class A              $548    $703    $  872   $1,361
   Class B               569     813     1,066    1,507
   Class C               313     649     1,114    2,400
You  would  pay  the  following  expenses  if you  did  not redeem your shares:
   Class A               548     703       872    1,361
   Class B               155     480       829    1,507
   Class C               210     649     1,114    2,400


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   0.37%    0.37%   0.37%
     12b-1 Fees.....................   0.18     0.80    1.00
     Other Expenses.................   0.20     0.35    0.70
                                       -----    -----   -----
       Total Fund Operating Expenses   0.75%    1.52%   2.07%

     * Total Fund Operating Expenses for Class A and Class B shares are for
       the year ended October 31, 1999. Expenses for Class C shares are for
       the period from June 30, 1999 through October 31, 1999.




                           Day-to-day Fund Management

Since November 1996 Catherine  A.  Zaharis,  CFA.  Ms.  Zaharis  joined  Invista
                    Capital  Management in 1987.  She holds a BA in Finance from
                    the University of Iowa and an MBA from Drake University. She
                    has earned the right to use the Chartered  Financial Analyst
                    designation.


DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL GROWTH FUND, INC.
The Fund seeks to achieve  growth of capital  through the purchase  primarily of
common stocks, but the Fund may invest in other securities.

Main Strategies
The Fund seeks to achieve its  objective by investing in common stocks and other
equity  securities.  In selecting  securities for investment,  the  Sub-Advisor,
Invista,  looks at stocks it believes have  prospects  for above average  growth
over an  extended  period  of  time.  Invista  uses  an  approach  described  as
"fundamental analysis" as it selection process.

The three basic steps of fundamental analysis are:
1)   research -  consideration  of 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.
2)   valuation - use of the  research to allow  Invista to identify  segments of
     the market for investment.  Invista  considers  various  factors  including
     sustainable,  superior  earnings  growth and above average or  accelerating
     rates of growth.
3)   stock  selection - Invista  buys and sells  stocks  using its  research and
     valuation as the basis. It attempts to identify the individual issuers that
     it considers to have high growth  potential,  that are market share leaders
     and/or have high quality management with consistent track records and solid
     balance sheets.

Main Risks
Prices of equity  securities  rise and fall in  response  to a number of factors
including  events  that  affect  entire  financial  markets or  industries  (for
example,  changes in inflation or consumer demand) as well as events impacting a
particular  issuer  (for  example,  news  about the  success or failure of a new
product). The securities purchased by the Fund present greater opportunities for
growth because of high potential  earnings growth,  but may also involve greater
risks than securities  that do not have the same potential.  The Fund may invest
in companies with limited product lines,  markets or financial  resources.  As a
result,  these  securities  may change in value more than those of larger,  more
established companies. As the value of the stocks owned by the Fund changes, the
Fund  share  price  changes.   In  the  short-term,   the  price  can  fluctuate
dramatically.

As with all mutual funds,  as the value of the Fund's assets rise and fall,  the
Fund's  share  price  changes.  If you sell your shares when their value is less
than the price you paid, you will lose money.

Investor Profile
The Fund is generally a suitable investment if you are seeking long-term growth.
You 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.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.



                              Annual Total Returns

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
1999      16.13

The  year-to-date  return as of March 31, 2000 for Class A shares is 5.38%,  for
Class B shares is 5.22% and for Class C shares is 5.14%.


The fund's highest/lowest quarterly returns during this time period were:

    Highest    24.39% (3-31-1991)
    Lowest    -18.61% (9-30-1990)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                       Past One Past FivePast Ten
                 Year     Years   Years                                                           Year     Years   Years

<S>             <C>      <C>      <C>                     <C>                                     <C>      <C>      <C>
     Class A    10.67%   20.71%   17.07%                  S&P 500 Stock Index                     21.04%   28.55%   18.21%
     Class B    11.33    20.94    21.75*                  Lipper Large-Cap Growth Fund Average(1) 38.09    30.55    19.73
     Class C     4.15**

<FN>
     *    Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.

     (1)  Lipper has discontinued calculation of the Average previously used for
          this  Fund.  This  chart  reflects  information  for the  discontinued
          Average for years prior to 1999.  The newly  assigned  Average will be
          reflected for 1999 and beyond.
</FN>
</TABLE>


                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                        1 Year  3 Years  5 Years 10 Years
---------------------------------------------------------
    Class A              $562    $745    $  945   $1,519
    Class B               567     807     1,056    1,548
    Class C               291     582     1,001    2,169
 You  would  pay  the  following  expenses  if you  did  not redeem your shares:
    Class A               562     745       945    1,519
    Class B               153     474       818    1,548
    Class C               188    582      1,001    2,169

                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   0.38%    0.38%   0.38%
     12b-1 Fees.....................   0.23     0.78    1.00
     Other Expenses.................   0.28     0.34    0.47
                                       -----    -----   -----
       Total Fund Operating Expenses   0.89%    1.50%   1.85%

     * Total Fund Operating Expenses for Class A and Class B shares are for
       the year ended October 31, 1999. Expenses for Class C shares are for
       the period from June 30, 1999 through October 31, 1999.



Since January 2000  Mary  Sunderland,  CFA.  Prior to  joining  Invista  Capital
                    Management  in  1999,  Ms.  Sunderland  managed  growth  and
                    technology  portfolios  for Skandia Asset  Management for 10
                    years. She holds an MBA in Finance from Columbia  University
                    Graduate School of Business and an undergraduate degree from
                    Northwestern University. She has earned the right to use the
                    Chartered Financial Analyst designation.


DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL LARGECAP STOCK INDEX FUND, INC.
The Fund seeks to achieve long-term growth of capital.

Main Strategies
Under normal market  conditions,  the Fund invests at least 80% of its assets in
common  stocks of  companies  that  compose the  Standard & Poor's*  ("S&P") 500
Index.  The  Sub-Advisor,   Invista,  will  attempt  to  mirror  the  investment
performance  of the index by allocating the Fund's assets in  approximately  the
same weightings as the S&P 500. Over the long-term,  Invista seeks a correlation
between performance of the Fund, before expenses, and that of the S&P 500. It is
unlikely that a perfect correlation of 100% will be achieved.

The Fund is not managed according to traditional  methods of "active" investment
management.  Active management would include buying and selling securities based
on  economic,  financial  and  investment  judgement.  Instead,  the Fund uses a
passive  investment  approach.  Rather than  judging the merits of a  particular
stock in selecting investments, Invista focuses on tracking the S&P 500.

Main Risks
Because of the  difficulty  and  expense of  executing  relatively  small  stock
trades, the Fund may not always be invested in the less heavily weighted S&P 500
stocks. At times, the Fund's portfolio may be weighted  differently from the S&P
500,  particularly  if the  Fund has a small  level  of  assets  to  invest.  In
addition, the Fund's ability to match the performance of the S&P 500 is affected
to some  degree by the size and  timing of cash  flows into and out of the Fund.
The Fund is managed to attempt to minimize such effects.

Invista  reserves the right to omit or remove any of the S&P 500 stocks from the
Fund if it determines that the stock is not sufficiently  liquid. In addition, a
stock  might be  excluded or removed  from the Fund if  extraordinary  events or
financial conditions lead Invista to believe that it should not be a part of the
Fund's assets.

While stocks have  historically  been a leading  choice of long-term  investors,
they do fluctuate in price.  The value of your investment in the Fund will go up
and down which  means  that you could lose  money.  Because  different  types of
stocks  tend to shift in and out of  favor  depending  on  market  and  economic
conditions, the Fund's performance may sometimes be lower or higher than that of
other types of funds.

The Fund  uses an  indexing  strategy.  It does not  attempt  to  manage  market
volatility,  use  defensive  strategies  or reduce the  effect of any  long-term
periods  of poor  stock  performance.  The  correlation  between  Fund and index
performance  may be  affected  by the Fund's  expenses,  changes  in  securities
markets, changes in the composition of the index and the timing of purchases and
sales of Fund shares.  The Fund may invest in futures and  options,  which could
carry  additional  risks  such  as  losses  due to  unanticipated  market  price
movements, and could also reduce the opportunity for gain.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
and are willing to accept the risks of investing  in common  stocks and prefer a
passive rather than active management style.


*    Standard & Poor's Corporation is not affiliated with the Principal LargeCap
     Stock Index Fund,  Inc.,  Invista Capital  Management LLC or Principal Life
     Insurance Company.


As the inception date of the Fund is March 1, 2000, historical  performance data
is not available. Estimated annual Fund operating expenses are as follows:


                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year   3 Years  5 Years  10 Years
    Class A              $343    $747      N/A      N/A
    Class B               376     844      N/A      N/A
    Class C               301    770       N/A      N/A
 You  would  pay  the  following  expenses  if you  did  not redeem your shares:
    Class A               343     747      N/A      N/A
    Class B               248     764      N/A      N/A
    Class C               250    770       N/A      N/A


                           Day-to-day Fund Management

Since March 2000    Co-Manager:  Robert  Baur,  Ph.D.  Dr. Baur  joined  Invista
(Fund's inception)  Capital  Management  in 1995.  Prior to joining the firm, he
                    was a Professor of Finance and Economics at Drake University
                    and Grand View  College.  He received his Ph.D. in Economics
                    from Iowa State  University and did  post-doctoral  study at
                    the  University  of  Minnesota.   He  also  holds  a  BS  in
                    Mathematics from Iowa State University.

Since March 2000    Co-Manager: Rhonda VanderBeek. Ms. VanderBeek joined Invista
(Fund's inception)  Capital  Management in 1983. She directs trading  operations
                    for the  firm  and has  extensive  experience  trading  both
                    domestic and international securities.


DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL MIDCAP FUND, INC.
The Fund  seeks to  achieve  capital  appreciation  by  investing  primarily  in
securities of emerging and other growth-oriented companies.

Main Strategies
The 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.  While  small,
unseasoned  companies may offer greater  opportunities  for capital  growth than
larger, more established  companies,  they also involve greater risks and should
be considered speculative.

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.
Foreign  stocks  carry  risks  that are not  generally  found in  stocks of U.S.
companies.  These include the risk that a foreign security could lose value as a
result of political,  financial  and economic  events in foreign  countries.  In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

Main Risks
The value of the stocks owned by the Fund  changes on a daily basis.  The Fund's
share price may fluctuate more than that of funds  primarily  invested in stocks
of large  companies.  Mid-sized  companies  may pose  greater risk due to narrow
product  lines,  limited  financial  resources,  less depth in  management  or a
limited  trading market for their stocks.  In the  short-term,  stock prices can
fluctuate   dramatically  in  response  to  these  factors.   Because  of  these
fluctuations,  principal values and investment  returns vary. As with all mutual
funds,  the value of the Fund's assets may rise or fall. If you sell your shares
when their value is less than the price you paid, you will lose money.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
and are willing to accept the potential for short-term fluctuations in the value
of your  investments.  It is designed for a portion of your  investments and not
designed for you if you are seeking income or conservation of capital.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns


1990      -6.33
1991      52.83
1992      14.81
1993      12.29
1994      3.03
1995      34.20
1996      19.13
1997      22.94
1998      -0.23
1999      11.62


The year-to-date  return as of March 31, 2000 for Class A shares is 12.40%,  for
Class B shares is 12.27% and for Class C shares is 12.01%.


The fund's highest/lowest quarterly returns during this time period were:

     Highest    25.77% (3-31-1991)
     Lowest    -21.24% (9-30-1998)



      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                     Past One Past FivePast Ten
                 Year     Years   Years                                                         Year     Years   Years

<S>              <C>     <C>      <C>                     <C>                                  <C>      <C>      <C>
     Class A     6.37%   15.84%   14.77%                  S&P 400 MidCap Index(1)              14.72%   23.05%      --  %
     Class B     7.08    16.10    17.27*                  S&P 500 Stock Index                  21.04    28.55    18.21
     Class C     5.22**                                   Lipper Mid-Cap Core Fund Average(2)  38.27    21.93    16.28


<FN>
     *    Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999, date Class C shares to the public,  through
          December 31, 1999.

     (1)  This index is now the  benchmark  against  which the Fund measures its
          performance.  The  Manager  and  portfolio  manager  believe it better
          represents  the universe of investment  choices open to the Fund under
          its  investment  philosophy.  first offered The index formerly used is
          also shown.
     (2)  Lipper has discontinued calculation of the Average previously used for
          this  Fund.  This  chart  reflects  information  for the  discontinued
          Average for years prior to 1999.  The newly  assigned  Average will be
          reflected for 1999 and beyond.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $593    $844    $1,113   $1,882

   Class B               583     857     1,143    1,801
   Class C               331     703     1,205    2,585
You  would  pay  the  following  expenses  if you  did  not redeem your shares:

   Class A               593     844     1,113    1,882
   Class B               170     526       907    1,801
   Class C               228     703     1,205    2,585


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   0.56%    0.56%   0.56%
     12b-1 Fees.....................   0.25     0.63    1.00
     Other Expenses.................   0.41     0.48    0.69
                                       -----    -----   -----
       Total Fund Operating Expenses   1.22%    1.67%   2.25%

     * Total Fund Operating Expenses for Class A and Class B shares are for
       the year ended October 31, 1999. Expenses for Class C shares are for
       the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management

Since February 2000 K. William  Nolin,  CFA. Mr.  Nolin joined  Invista  Capital
                    Management  in 1996. He holds an MBA from The Yale School of
                    Management  and a BA in Finance from the University of Iowa.
                    He has  earned  the  right  to use the  Chartered  Financial
                    Analyst designation.


DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL PARTNERS AGGRESSIVE GROWTH FUND, INC.
The Fund seeks to achieve long-term capital appreciation.

Main Strategies
The Fund seeks to maximize long-term capital appreciation by investing primarily
in equity  securities of U.S. and, to a limited extent,  foreign  companies that
exhibit  strong or  accelerating  earnings  growth.  The  universe  of  eligible
companies generally includes those with market  capitalizations of $1 billion or
more. The Sub-Advisor,  Morgan Stanley, emphasizes individual security selection
and  may  focus  the  Fund's  holdings  within  the  limits  permissible  for  a
diversified fund.

Morgan Stanley  follows a flexible  investment  program in looking for companies
with above average  capital  appreciation  potential.  Morgan Stanley focuses on
companies  with  consistent or rising  earnings  growth  records and  compelling
business  strategies.  Morgan Stanley continually and rigorously studies company
developments,  including  business  strategy,  management  focus  and  financial
results to identify  companies with earnings  growth and business  momentum.  In
addition,  Morgan Stanley closely  monitors  analysts'  expectations to identify
issuers that have the potential for positive earnings surprises versus consensus
expectations.  Valuation is of secondary importance and is viewed in the context
of prospects  for  sustainable  earnings  growth and the  potential for positive
earnings surprises in relation to consensus expectations.

The Fund has a long-term investment approach.  However, Morgan Stanley considers
selling  securities of issuers that no longer meet its  criteria.  To the extent
that the Fund engages in short-term trading,  it may have increased  transaction
costs.

Main Risks
The value of the stocks owned by the Fund changes on a daily basis. Stock prices
can fluctuate  dramatically  both in the long-term and  short-term.  The current
price  reflects the  activities of individual  companies and general  market and
economic  conditions.  Prices of equity securities tend to be more volatile than
prices of fixed-income securities. The prices of equity securities rise and fall
in response to a number of different  factors.  In particular,  prices of equity
securities  respond to events that affect entire financial markets or industries
(for example changes in inflation or consumer  demand) and to events that affect
particular  issuers  (for  example  news  about the  success or failure of a new
product).

The Fund may invest up to 25% of its assets in securities of foreign  companies.
Foreign  stocks  carry  risks  that are not  generally  found in  stocks of U.S.
companies.  These include the risk that a foreign security could lose value as a
result of political,  financial  and economic  events in foreign  countries.  In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

At times, the Fund's market sector (mid- to large-capitalization growth-oriented
equity  securities)  may  underperform  relative to other sectors.  The Fund may
purchase  stocks of companies that may have greater risks than other stocks with
lower potential for earnings growth.

As with all mutual funds,  as the value of the Fund's assets rise and fall,  the
Fund's  share  price  changes.  If you sell your shares when their value is less
than the price you paid, you will lose money.


Investor Profile
The Fund is  generally  a suitable  investment  if you are willing to accept the
risks and uncertainties of investing in equity securities in the hope of earning
superior returns.

As the inception date of the Fund is November 1, 1999,  only limited  historical
performance data is available.

      Average annual total returns for the period ending December 31, 1999

This  table  shows how the Fund's  cumulative  returns  compare  with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One                                                   Past One Past FivePast Ten
                 Year                                                       Year     Years   Years

<S>              <C>         <C>                                           <C>      <C>      <C>
     Class A     6.57%*      S&P 500 Stock Index                           21.04%   28.55%   18.21%
     Class B     7.80*       Lipper Large-Cap Growth Fund Average          38.09    30.55    19.73
     Class C    10.80*

<FN>
     *    Period from November 1, 1999, date shares first offered to the public,
          through December 31, 1999.
</FN>
</TABLE>


                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $681   $1,110     N/A       N/A

   Class B               685    1,168     N/A       N/A
   Class C               462    1,097     N/A       N/A
You  would  pay  the  following  expenses  if you  did  not redeem your shares:

   Class A               681    1,110     N/A       N/A
   Class B               276      847     N/A       N/A
   Class C               361    1,097     N/A       N/A


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees**..............   0.75%    0.75%   0.75%
     12b-1 Fees.....................   0.25     0.90    1.00
     Other Expenses.................   1.13     1.08    1.83
                                       -----    -----   -----
       Total Fund Operating Expenses   2.13%    2.73%   3.58%

     *    Total Fund Operating Expenses are estimated.

     **   The Manager has agreed to waive a portion of its fee for the Fund from
          the date  operations  commenced.  The Manager  intends to continue the
          waiver and, if necessary,  pay expenses  normally  payable by the Fund
          through the period ending  October 31, 2000.  The effect of the waiver
          is to reduce the Fund's  annual  operating  expenses.  The waiver will
          maintain a total level of operating  expenses  (expressed as a percent
          of average net assets  attributable to a Class on an annualized basis)
          not to exceed:

                1.60% for Class A Shares
                2.35% for Class B Shares
                2.35% for Class C Shares


                           Day-to-day Fund Management

Since November 1999 Co-Manager:  William S.  Auslander,  Portfolio  Manager  and
(Fund's Inception)  Principal of Morgan  Stanley & Co.  Incorporated  and Morgan
                    Stanley  Dean  Witter   Investment   Management  Inc.  Prior
                    thereto,  equity analyst since 1995. Equity analyst at Icahn
                    & Co.,  1986-1995.  He  holds  a BA in  Economics  from  the
                    University of Wisconsin and an MBA from Columbia University.

                    Co-Manager:  Philip W. Friedman, Managing Director of Morgan
                    Stanley & Co.  Incorporated  and Morgan  Stanley Dean Witter
                    Investment  Management  Inc.  since  1997.  Member of Morgan
                    Stanley & Co.  Research  since  1990,  served as Director of
                    North America Research 1995-1997.  Prior thereto,  Assistant
                    to the Controller and Chief Equity Financial Officer, Arthur
                    Andersen & Company.  He holds a BA from  Rutgers  University
                    and an MBA from Northwestern - J.L. Kellogg School.

DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL PARTNERS LARGECAP GROWTH FUND, INC.
The Fund seeks to achieve long-term growth of capital by investing  primarily in
common stocks of larger capitalization domestic companies.

Main Strategies
The Fund is a  non-diversified  fund that invests primarily in equity securities
of companies  in the U.S.  with  comparatively  larger  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 75% of its total assets in domestic companies with market  capitalizations
in excess of $10  billion.  In  addition,  the Fund may  invest up to 25% of its
assets in securities of foreign issuers.

In selecting securities for investment, the Sub-Advisor,  Duncan-Hurst, looks at
stocks it believes  have  prospects  for above  average  growth over an extended
period of time.  Duncan-Hurst  seeks to  identify  companies  with  accelerating
earnings growth and positive company  fundamentals.  While economic  forecasting
and industry sector analysis play a part in its research effort,  Duncan-Hurst's
stock selection process begins with individual  company analysis.  This is often
referred to as a bottom-up approach to investing. From a group of companies that
meet Duncan-Hurst's standards, it selects the securities of those companies that
it  believes   will  have   accelerating   earnings   growth.   In  making  this
determination,  Duncan-Hurst  considers certain  characteristics of a particular
company  including new product  development,  management  change and competitive
market dynamics.

Main Risks
While stocks have  historically  been a leading  choice of long-term  investors,
they do fluctuate in price. 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  conditions.  In the  short-term,  stock  prices  fluctuate
dramatically  in  response  to these  factors.  As a  result,  the value of your
investment  in the Fund will go up and down.  If you sell your shares when their
value is less than the price you paid,  you will lose money.  Because  different
types  of  stocks  tend to shift in and out of favor  depending  on  market  and
economic  conditions,  the Fund's  performance  may sometimes be lower or higher
than that of other funds.

Foreign  stocks  carry  risks  that are not  generally  found in  stocks of U.S.
companies.  These include the risk that a foreign security could lose value as a
result of political,  financial  and economic  events in foreign  countries.  In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

The Fund  anticipates  that its portfolio  turnover rate will  typically  exceed
150%.  Turnover rates in excess of 100% generally  result in higher  transaction
costs and a possible increase in short-term capital gains (or losses).

The Fund is a non-diversified  company, as defined in the Investment Company Act
of 1940,  as amended  (the "1940  Act"),  which  means  that a  relatively  high
percentage of assets of the Fund may be invested in the obligations of a limited
number of issuers.  The value of the shares of the Fund may be more  susceptible
to a single  economic,  political or regulatory  occurrence than the shares of a
diversified investment company.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
and are willing to accept the potential for short-term, volatile fluctuations in
the value of your  investment.  This Fund is designed as a long- term investment
with  growth  potential.  It is not  appropriate  if you are  seeking  income or
short-term conservation of capital.

As the inception date of the Fund is March 1, 2000, historical  performance data
is not available. Estimated annual Fund operating expenses are as follows:

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $724   $1,239     N/A       N/A

   Class B               749    1,359     N/A       N/A
   Class C               456    1,080     N/A       N/A
You  would  pay  the  following  expenses  if you  did  not redeem your shares:

   Class A               724    1,239     N/A       N/A
   Class B               343    1,045     N/A       N/A
   Class C               355    1,080     N/A       N/A


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees**..............   0.90%    0.90%   0.90%
     12b-1 Fees.....................   0.25     0.90    1.00
     Other Expenses.................   1.43     1.60    1.62
                                       -----    -----   -----
       Total Fund Operating Expenses   2.58%    3.40%   3.52%

     *    Total Fund Operating Expenses are estimated.

     **   The Manager has agreed to waive a portion of its fee for the Fund from
          the date  operations  commenced.  The Manager  intends to continue the
          waiver and, if necessary,  pay expenses  normally  payable by the Fund
          through the period ending  October 31, 2000.  The effect of the waiver
          is to reduce the Fund's  annual  operating  expenses.  The waiver will
          maintain a total level of operating  expenses  (expressed as a percent
          of average net assets  attributable to a Class on an annualized basis)
          not to exceed:

                1.80% for Class A Shares
                2.55% for Class B Shares
                2.55% for Class C Shares


                           Day-to-day Fund Management

Since March 2000    David C. Magee. Mr. Magee has been with Duncan-Hurst Capital
(Fund's inception)  Management  since 1992. He holds an MBA in Finance from UCLA
                    and a BS in  Economics  and  Business  Management  from  the
                    University of California, Davis.

DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL PARTNERS MIDCAP GROWTH FUND, INC.
The Fund seeks to achieve long-term growth of capital by investing  primarily in
medium capitalization U.S. companies with strong earnings growth potential.

Main Strategies
The Fund invests  primarily in common stocks and other equity securities of U.S.
companies.  Under normal market conditions, the Fund invests at least 65% of its
assets in  companies  with  market  capitalizations  in the $1  billion  and $10
billion range.

The Fund invests in securities of companies that are diversified across economic
sectors. It attempts to maintain sector concentrations that approximate those of
its current  benchmark,  the Russell MidCap Index. The Fund is not an index fund
and does not limit its  investment  to the  securities of issuers in the Russell
MidCap Index.

The  Sub-Advisor,  Turner,  selects stocks that it believes have strong earnings
growth potential. Turner invests in companies with strong earnings dynamics, and
sells those with deteriorating earnings prospects. Turner believes forecasts for
market timing and sector rotation are unreliable,  and introduce an unacceptable
level of risk.  As a result,  under normal market  conditions  the Fund is fully
invested.

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs and additional capital gains tax.

Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility, which is the principal risk of investing in the Fund.

In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  growth stocks, may underperform compared to other market
segments or to the equity markets as a whole.  Because of this  volatility,  the
value of the Fund's  equity  securities  may  fluctuate on a daily basis.  These
fluctuations  may reduce your principal  investment and lead to varying returns.
If you sell your shares  when their  value is less than the price you paid,  you
will lose money.

The medium  capitalization  companies the Fund invests in may be more vulnerable
to adverse business or economic events than larger, more established  companies.
In  particular,  these  mid-size  companies  may pose greater risk due to narrow
product  lines,  limited  financial  resources,  less depth in  management  or a
limited trading market for their securities.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
of capital and are willing to accept the potential for  short-term  fluctuations
in the  value of your  investment.  This  Fund is not  designed  for  income  or
conservation of capital.

As the inception date of the Fund is March 1, 2000, historical  performance data
is not available. Estimated annual Fund operating expenses are as follows:

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $724   $1,239     N/A       N/A

   Class B               749    1,359     N/A       N/A
   Class C               456    1,080     N/A       N/A
You  would  pay  the  following  expenses  if you  did  not redeem your shares:

   Class A               724    1,239     N/A       N/A
   Class B               343    1,045     N/A       N/A
   Class C               355    1,080     N/A       N/A


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees**..............   0.90%    0.90%   0.90%
     12b-1 Fees.....................   0.25     0.90    1.00
     Other Expenses.................   1.43     1.60    1.62
                                       -----    -----   -----
       Total Fund Operating Expenses   2.58%    3.40%   3.52%

     *    Total Fund Operating Expenses are estimated.

     **   The Manager has agreed to waive a portion of its fee for the Fund from
          the date  operations  commenced.  The Manager  intends to continue the
          waiver and, if necessary,  pay expenses  normally  payable by the Fund
          through the period ending  October 31, 2000.  The effect of the waiver
          is to reduce the Fund's  annual  operating  expenses.  The waiver will
          maintain a total level of operating  expenses  (expressed as a percent
          of average net assets  attributable to a Class on an annualized basis)
          not to exceed:

                1.80% for Class A Shares
                2.55% for Class B Shares
                2.55% for Class C Shares


                           Day-to-day Fund Management

Since March 2000    Christopher K. McHugh.  Mr. McHugh joined Turner  Investment
(Fund's inception)  Partners,  Inc. in 1990.  He holds a BS in  Accounting  from
                    Philadelphia  College of Textiles  and Science and an MBA in
                    Finance from St. Joseph's University.


DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL REAL ESTATE FUND, INC.
The Fund  seeks to  generate  total  return  by  investing  primarily  in equity
securities of companies principally engaged in the real estate industry.

Main Strategies
The Fund invests primarily in equity securities of companies engaged in the real
estate industry.  For purposes of the Fund's investment  policies, a real estate
company has at least 50% of its assets,  income or profits derived from products
or services related to the real estate industry.  Real estate companies  include
real  estate  investment  trusts 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.  Foreign stocks carry risks that are not generally found in stocks of
U.S. companies.  These include the risk that a foreign security could lose value
as a result of political, financial and economic events in foreign countries. In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

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  to those  of  direct  ownership  of real  estate.  These
include:
o    declines in the value of real estate
o    risks related to general and local economic conditions
o    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 value of the securities  held by the Fund, and in
turn the net asset value of the shares of the Fund change on a daily basis.  The
current share price reflects the activities of individual  companies and general
market and economic  conditions.  In the short term,  share prices can fluctuate
dramatically  in  response  to these  factors.  Because  of these  fluctuations,
principal  values and  investment  returns vary.  As with all mutual funds,  the
value of the Fund's  assets may rise or fall. If you sell your shares when their
value is less than the price you paid, you will lose money.

Investor Profile
The Fund is generally a suitable investment if you are seeking long-term growth,
want to invest in companies  engaged in the real estate industry and are willing
to accept fluctuations in the value of your investment.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.



                              Annual Total Returns

1998      -13.62
1999      -4.76

The  year-to-date  return as of March 31, 2000 for Class A shares is 2.50%,  for
Class B shares is 2.34% and for Class C shares is 2.37%.


The fund's highest/lowest quarterly returns during this time period were:

   Highest    11.00% (6-30-1999)
   Lowest     -8.25% (9-30-1999)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past Five                                                   Past One Past FivePast Ten
                 Year     Years                                                       Year     Years   Years

<S>              <C>     <C>                                                          <C>      <C>      <C>
     Class A    -9.24%  -11.46*             Morgan Stanley REIT Index                -4.55     7.61     --  %
     Class B    -9.10   -11.55*             Lipper Real Estate Fund Average          -3.14     8.38     6.62
     Class C    -9.70**

<FN>
     *    Period  from  December  31,  1997,  date shares  first  offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $687   $1,128   $1,594   $2,879
   Class B               709    1,240    1,788    3,027
   Class C               418      966    1,640    3,439
You  would  pay  the  following  expenses  if you  did  not redeem your shares:

   Class A               687    1,128    1,594    2,879
   Class B               301      921    1,567    3,027
   Class C               316      966    1,640    3,439


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees**..............   0.90%    0.90%   0.90%
     12b-1 Fees.....................   0.23     0.91    1.00
     Other Expenses.................   1.06     1.17    1.23
                                       -----    -----   -----
       Total Fund Operating Expenses   2.19%    2.98%   3.13%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.
     **   The Manager has agreed to waive a portion of its fee for the Fund from
          the date  operations  commenced.  The Manager  intends to continue the
          waiver and, if necessary,  pay expenses  normally  payable by the Fund
          through the period ending  October 31, 2000.  The effect of the waiver
          is to reduce the Fund's  annual  operating  expenses.  The waiver will
          maintain a total level of operating  expenses  (expressed as a percent
          of average net assets  attributable to a Class on an annualized basis)
          not to exceed:

                1.90% for Class A Shares
                2.65% for Class B Shares
                2.65% for Class C Shares


                           Day-to-day Fund Management

Since December 1997 Kelly D. Rush,  CFA.  Mr.  Rush has been with the  Principal
(Fund's inception)  organization since 1995. He holds an MBA and a BA in Finance
                    from the  University of Iowa. He has earned the right to use
                    the Chartered Financial Analyst designation.

DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL SMALLCAP FUND, INC.
The 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  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 $1.5 billion or less at
the time of purchase.

In selecting  securities for  investment,  the  Sub-Advisor,  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.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  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. The Fund's
share price may fluctuate more than that of funds  primarily  invested in stocks
of  mid-sized  and large  companies  and may  underperform  as  compared  to the
securities of larger companies. Because of these fluctuations,  principal values
and investment  returns vary. As with all mutual funds,  the value of the Fund's
assets may rise or fall.  If you sell your  shares when their value is less than
the price you paid, you will lose money.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
and are willing to accept the potential for volatile  fluctuations  in the value
of your  investment.  It is not  designed  for you if you are seeking  income or
conservation of capital.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.

                              Annual Total Returns

1998      -5.68
1999      43.22


The year-to-date  return as of March 31, 2000 for Class A shares is 16.12%,  for
Class B shares is 15.93% and for Class C shares is 15.76%.


The fund's highest/lowest quarterly returns during this time period were:

     Highest    23.39% (12-31-1999)
     Lowest    -23.52% (9-30-1998)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past Five                                                 Past One Past FivePast Ten
                 Year     Years                                                     Year     Years   Years

<S>             <C>      <C>                <C>                                    <C>      <C>      <C>
     Class A    36.49%   13.46*             S&P 600 Stock Index                    12.40%   17.05%   13.04%
     Class B    38.32    13.75*             Lipper Small-Cap Core Fund Average(1)  28.43    17.88    13.39
     Class C    20.26**      --

<FN>
     *    Period  from  December  31,  1997,  date shares  first  offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.

     (1)  Lipper has discontinued calculation of the Average previously used for
          this  Fund.  This  chart  reflects  information  for the  discontinued
          Average for years prior to 1999.  The newly  assigned  Average will be
          reflected for 1999 and beyond.
</FN>
</TABLE>


                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $661   $1,049   $1,462   $2,612
   Class B               676    1,139    1,620    2,711
   Class C               366      808    1,380    2,934
You  would  pay  the  following  expenses  if you  did  not redeem your shares:

   Class A               661    1,049    1,462    2,612
   Class B               266      817    1,395    2,711
   Class C               263      808    1,380    2,934


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees**..............   0.85%    0.85%   0.85%
     12b-1 Fees.....................   0.21     0.88    1.00
     Other Expenses.................   0.86     0.90    0.75
                                       -----    -----   -----
       Total Fund Operating Expenses   1.92%    2.63%   2.60%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.

     **   The Manager has agreed to waive a portion of its fee for the Fund from
          the date  operations  commenced.  The Manager  intends to continue the
          waiver and, if necessary,  pay expenses  normally  payable by the Fund
          through the period ending  October 31, 2000.  The effect of the waiver
          is to reduce the Fund's  annual  operating  expenses.  The waiver will
          maintain a total level of operating  expenses  (expressed as a percent
          of average net assets  attributable to a Class on an annualized basis)
          not to exceed:
                1.80% for Class A Shares
                2.55% for Class B Shares
                2.55% for Class C Shares


                           Day-to-day Fund Management

Since December 1997 Co-Manager:  John F. McClain.  Mr.  McClain  joined  Invista
(Fund's inception)  Capital  Management as a Portfolio Analyst in 1990. He holds
                    an undergraduate  degree in Economics from the University of
                    Iowa and an MBA from Indiana University.

Since December 1997 Co-Manager:  Mark T.  Williams,  CFA.  Mr.  Williams  joined
(Fund's inception)  Invista  Capital  Management  in 1989.  He holds an MBA from
                    Drake  University and a BA in Finance from the University of
                    the State of New York.  He has  earned  the right to use the
                    Chartered Financial Analyst designation.

DOMESTIC GROWTH-ORIENTED FUND

PRINCIPAL UTILITIES FUND, INC.
The Fund seeks to achieve 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 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 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. As with all mutual
funds,  the value of the Fund's assets may rise or fall. If you sell your shares
when their value is less than the price you paid, you will lose money.


Investor Profile
The  Fund is  generally  a  suitable  investment  if you are  seeking  quarterly
dividends to generate  income or to be reinvested for growth,  want to invest in
companies in the utilities  industry and are willing to accept  fluctuations  in
the value of your investment.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

1993      8.42
1994      -11.09
1995      33.87
1996      4.56
1997      29.58
1998      22.50
1999      2.25

The  year-to-date  return as of March 31, 2000 for Class A shares is 6.50%,  for
Class B shares is 6.32% and for Class C shares is 6.12%.


The fund's highest/lowest quarterly returns during this time period were:

     Highest    19.24% (12-31-1997)
     Lowest     -9.00% (3-31-1994)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                     Past One Past FivePast Ten
                 Year     Years   Years                                                         Year     Years   Years

<S>              <C>     <C>      <C>            <C>                                           <C>      <C>      <C>
     Class A    -2.56%   16.71%   11.29%*        S&P 500 Stock Index                           21.04%   17.05%   13.04%
     Class B    -2.18    16.79    16.69**        Dow Jones Utilities Index with
                                                    Income Fund Average                        -5.73    14.74      --
     Class C    -4.18***                         Lipper Utilities Fund Average                 15.82    18.70    12.80

<FN>
     *    Period from  December 16, 1992,  date Class A shares first  offered to
          the public, through December 31, 1999.
     **   Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999. *** Period from June 30, 1999, date
          Class C shares first offered to the public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $591    $838    $1,103   $1,860
   Class B               610     941     1,285    1,989
   Class C               330     700     1,200    2,575
You  would  pay  the  following  expenses  if you  did  not redeem your shares:
   Class A               591     838     1,103    1,860
   Class B               198     612     1,052    1,989
   Class C               227     700     1,200    2,575


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   0.59%    0.59%   0.59%
     12b-1 Fees.....................   0.25     0.90    1.00
     Other Expenses.................   0.36     0.46    0.46
                                       -----    -----   -----
       Total Fund Operating Expenses   1.20%    1.95%   2.05%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management


Since April 1993    Catherine  A.  Zaharis,  CFA.  Ms.  Zaharis  joined  Invista
                    Capital  Management in 1987.  She holds a BA in Finance from
                    the University of Iowa and an MBA from Drake University. She
                    has earned the right to use the Chartered  Financial Analyst
                    designation.

INTERNATIONAL GROWTH-ORIENTED FUND

PRINCIPAL EUROPEAN EQUITY FUND, INC.
The Fund seeks to achieve  growth of capital by  investing  primarily  in equity
securities  of  companies  domiciled or in the opinion of the  Sub-Advisor,  BT,
having  their  core  business  in  Europe.  The Fund may  also  invest  in other
securities  of such  companies.  The Fund offers an  opportunity  to invest in a
region with a wide spread of industries and in companies  which,  in the opinion
of BT, may be undervalued.

Main Strategies
The Fund  invests  in  securities  listed  on  foreign  or  domestic  securities
exchanges, securities traded in foreign or domestic over-the-counter markets and
depositary receipts.  Under normal market conditions,  the Fund invests at least
65% of its assets in European securities. These include:
o    companies organized under the laws of European countries;
o    companies  for  which  the  principal  securities  trading  market  is in a
     European country; and
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
     European countries or sales made in European countries.

The  global  equity   investment   philosophy   of  BT  is  to  exploit   market
inefficiencies that arise from differing  interpretations of market information.
As a result, in BT's view, a company's share price does not always represent its
true "business  value." BT actively  invests in those companies that it believes
have  been  mispriced  by  investment   markets.   In  order  to  exploit  these
inefficiencies  successfully,  BT seeks to enhance investment returns through:
o    rigorous  proprietary  stock  research  which  enables  their  analysts  to
     understand the:
     o   quality of the company;
     o   nature of its management;
     o   nature of its industry competition; and
     o  business  valuation  - the  true  "business  value"  of the  company;
o    maintaining global coverage within the universe of investment choices; and
o    maintaining a medium term focus.
As a result,  the Fund's  portfolio  reflects  the  opportunities  presented  by
mispriced  companies that offer the potential for strong,  long-term  investment
returns with an acceptable level of investment risk.

Main Risks
Foreign  stocks  carry  risks  that are not  generally  found in  stocks of U.S.
companies.  These include the risk that a foreign security could lose value as a
result of political,  financial  and economic  events in foreign  countries.  In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

Because foreign securities generally are denominated in foreign currencies,  the
value of the net assets of the Fund as measured in U.S. dollars will be affected
by changes in exchange rates. To protect against future uncertainties in foreign
currency  exchange  rates,  the Fund is authorized to enter into certain foreign
currency exchange transactions.  In addition, the Fund's foreign investments may
be less liquid and their price more volatile than comparable investments in U.S.
securities.  Settlement  periods  may  be  longer  for  foreign  securities  and
portfolio liquidity may be affected.

The Fund anticipates that its portfolio  turnover will typically range from 200%
to 300%. Turnover rates in excess of 100% generally result in higher transaction
costs and a possible increase in short-term capital gains (or losses).

The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital growth than large, more established companies, they also involve greater
risk and should be considered speculative. Small to mid-sized companies may pose
greater risk due to narrow  product lines,  limited  financial  resources,  less
depth  in  management  or  a  limited  trading  market  for  their   securities.
Historically, these securities have fluctuated in price more than larger company
securities,  especially  over the  short-term.  Because  of these  fluctuations,
principal  values and investment  returns vary. As with all mutual funds, if you
sell your shares when their value is less than the price you paid, you will lose
money.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
in markets  outside of the U.S.  and are  willing to accept  short-term  foreign
stock market  fluctuations.  The Fund invests for growth and generally  does not
pursue income producing securities.

As the inception date of the Fund is May 1, 2000, historical performance data is
not available. Estimated annual Fund operating expenses are as follows:

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:


                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $728   $1,254     N/A       N/A
   Class B               813    1,547     N/A       N/A
   Class C               510    1,238     N/A       N/A
You  would  pay  the  following  expenses  if you  did  not redeem your shares:
   Class A               728    1,254     N/A       N/A
   Class B               409    1,238     N/A       N/A
   Class C               409    1,238     N/A       N/A


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees**..............   0.90%    0.90%   0.90%
     12b-1 Fees.....................   0.25     1.00    1.00
     Other Expenses.................   1.48     2.17    2.17
                                       -----    -----   -----
       Total Fund Operating Expenses   2.63%    4.07%   4.07%

     * Total Fund Operating Expenses are estimated.
     **   The Manager has agreed to waive a portion of its fee for the Fund from
          the date  operations  commenced.  The Manager  intends to continue the
          waiver and, if necessary,  pay expenses  normally  payable by the Fund
          through the period ending  October 31, 2000.  The effect of the waiver
          is to reduce the Fund's  annual  operating  expenses.  The waiver will
          maintain a total level of operating  expenses  (expressed as a percent
          of average net assets  attributable to a Class on an annualized basis)
          not to exceed:

                2.50% for Class A Shares
                3.25% for Class B Shares
                3.25% for Class C Shares


                           Day-to-day Fund Management

Since May 1, 2000   Crispin   Murray,   Executive  Vice   President,   BT  Funds
(Fund's inception)  Management  Limited.  Mr. Murray joined BT in 1994. Prior to
                    joining  the firm,  he was a bond and  currency  analyst for
                    Equitable Life Assurance  Society in the United Kingdom.  He
                    holds an Honour degree in Economics and Human Geography from
                    Reading University in the United Kingdom.


INTERNATIONAL GROWTH-ORIENTED FUND

PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
The Fund seeks to achieve long-term growth of capital by investing  primarily in
equity securities of issuers in emerging market countries.

Main Strategies
The 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
Foreign  stocks  carry  risks  that are not  generally  found in  stocks of U.S.
companies.  These include the risk that a foreign security could lose value as a
result of political,  financial  and economic  events in foreign  countries.  In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

Because foreign securities generally are denominated in foreign currencies,  the
value of the net assets of the Fund as measured in U.S. dollars will be affected
by changes in exchange rates. To protect against future uncertainties in foreign
currency  exchange  rates,  the Fund is authorized to enter into certain foreign
currency exchange transactions.  In addition, the Fund's foreign investments may
be less liquid and their price more volatile than comparable investments in U.S.
securities.  Settlement  periods  may  be  longer  for  foreign  securities  and
portfolio liquidity may be affected.

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.

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.

Because the values of the Fund's assets are likely to rise or fall dramatically,
if you sell your shares  when their  value is less than the price you paid,  you
will lose money.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
and want to invest a  portion  of your  assets in  securities  of  companies  in
emerging market countries. This Fund is not an appropriate investment if you are
seeking either  preservation of capital or high current income. You 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 Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

1998      -17.42
1999      67.20


The  year-to-date  return as of March 31, 2000 for Class A shares is 7.07%,  for
Class B shares is 6.97% and for Class C shares is 6.73%.


The fund's highest/lowest quarterly returns during this time period were:

      Highest    38.24% (12-31-1999)
      Lowest    -18.97% (9-30-1998)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past Five                                                             Past One Past FivePast Ten
                 Year     Years                                                                 Year     Years   Years

<S>             <C>       <C>                    <C>                                            <C>       <C>     <C>
     Class A    59.34%    6.96%*                 Morgan Stanley Capital International EMF
     Class B    62.02     7.03*                     (Emerging Markets Free) Index               66.41%    2.00%   11.04%
     Class C    25.40**                          Lipper  Emerging  Markets Fund Average         70.77     5.11     7.47

<FN>
     *    Period from August 29, 1997,  date shares first offered to the public,
          through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $740  $1,288    $1,860   $3,409
   Class B               765   1,407     2,065    3,586
   Class C               456   1,080     1,826    3,792
You would pay the  following  expenses if you did not redeem your shares:
   Class A               740   1,288     1,860    3,409
   Class B               360   1,094     1,850    3,586
   Class C               355   1,080     1,826    3,792


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees**..............   1.25%    1.25%   1.25%
     12b-1 Fees.....................   0.17     0.93    1.00
     Other Expenses.................   1.33     1.39    1.27
                                       -----    -----   -----
       Total Fund Operating Expenses   2.75%    3.57%   3.52%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.

     **   The Manager has agreed to waive a portion of its fee for the Fund. The
          Manager intends to continue the waiver and, if necessary, pay expenses
          normally  payable by the Fund  through the period  ending  October 31,
          2000.  The  effect  of the  waiver  is to  reduce  the  Fund's  annual
          operating  expenses.  The  waiver  will  maintain  a  total  level  of
          operating  expenses  (expressed  as a percent  of  average  net assets
          attributable to a Class on an annualized basis) not to exceed:

                2.50% for Class A Shares
                3.25% for Class B Shares
                3.25% for Class C Shares


                           Day-to-day Fund Management

Since May 1997      Kurtis D. Spieler,  CFA. Mr. Spieler joined  Invista Capital
(Fund's inception)  Management in 1995. He holds an  MBA from  Drake  University
                    and a BBA from  Iowa  State  University.  He has earned  the
                    right to use the  Chartered  Financial  Analyst designation.


INTERNATIONAL GROWTH-ORIENTED FUND

PRINCIPAL INTERNATIONAL FUND, INC.
The Fund  seeks to  achieve  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 Fund invests in securities of:
o    companies  with their  principal  place of  business  or  principal  office
     outside the U.S.;
o    companies for which the principal  securities trading market is outside the
     U.S.; and
o    companies,  regardless of where its securities are traded,  that derive 50%
     or more of their total  revenue  from goods or  services  produced or sales
     made outside 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, the Sub-Advisor,  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 that are not generally
found in  stocks  of U.S.  companies.  These  include  the risk  that a  foreign
security  could  lose value as a result of  political,  financial  and  economic
events in foreign countries.  In addition,  foreign securities may be subject to
securities  regulators with less stringent  accounting and disclosure  standards
than are required of U.S. companies.

Because foreign securities generally are denominated in foreign currencies,  the
value of the net assets of the Fund as measured in U.S. dollars will be affected
by changes in exchange rates. To protect against future uncertainties in foreign
currency  exchange  rates,  the Fund is authorized to enter into certain foreign
currency exchange transactions.  In addition, the Fund's foreign investments may
be less liquid and their price more volatile than comparable investments in U.S.
securities.  Settlement  periods  may  be  longer  for  foreign  securities  and
portfolio liquidity may be affected.

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.

As with all mutual  funds,  the value of the Fund's  assets may rise or fall. If
you sell your shares when their value is less than the price you paid,  you will
lose money.

Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
and want to  invest  in  non-U.S.  companies.  This  Fund is not an  appropriate
investment  if you are seeking  either  preservation  of capital or high current
income.  You  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 Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

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
1999      25.82


The  year-to-date  return as of March 31, 2000 for Class A shares is 3.04%,  for
Class B shares is 2.84% and for Class C shares is 2.72%.


The fund's highest/lowest quarterly returns during this time period were:

       Highest    16.78% (12-31-1999)
       Lowest    -18.37% (9-30-1990)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                     Past One Past FivePast Ten
                 Year     Years   Years                                                         Year     Years   Years

<S>             <C>      <C>      <C>                                                           <C>      <C>      <C>
     Class A    19.91%   15.05%   11.38%           Morgan Stanley Capital International EAFE
     Class B    21.08    15.13    15.30*             (Europe,  Australia  and Far East) Index   26.96%   12.83%   7.01%
     Class C    18.48**                            Lipper  International Fund Average           40.80    15.37    10.54

<FN>
     *    Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $593    $844    $1,113   $1,882
   Class B               605     926     1,259    1,962
   Class C               344     742     1,270    2,716
You would pay the  following  expenses if you did not redeem your shares:
   Class A               593     844     1,113    1,882
   Class B               193     597     1,026    1,962
   Class C               241     742     1,270    2,716


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   0.68%    0.68%   0.68%
     12b-1 Fees.....................   0.21     0.79    1.00
     Other Expenses.................   0.33     0.43    0.70
                                       -----    -----   -----
       Total Fund Operating Expenses   1.22%    1.90%   2.38%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management

Since April 1994    Co-Manager:   Scott  D.  Opsal,  CFA.  Mr.  Opsal  is  Chief
                    Investment  Officer of Invista  Capital  Management  and has
                    been with the organization  since 1993. He holds an MBA from
                    the University of Minnesota and BS from Drake University. He
                    has earned the right to use the Chartered  Financial Analyst
                    designation.

Since March 2000    Co-Manager:  Kurtis D.  Spieler,  CFA.  Mr.  Spieler  joined
                    Invista  Capital  Management  in 1995.  He holds an MBA from
                    Drake  University and a BBA from Iowa State  University.  He
                    has earned the right to use the Chartered  Financial Analyst
                    designation.


INTERNATIONAL GROWTH-ORIENTED FUND

PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
The Fund seeks to achieve long-term growth of capital by investing  primarily in
equity  securities  of non-U.S.  companies  with  comparatively  smaller  market
capitalizations.

Main Strategies The Fund invests in securities of:
o    companies  with their  principal  place of  business  or  principal  office
     outside the U.S.;
o    companies for which the principal  securities trading market is outside the
     U.S.; and
o    companies,  regardless of where its securities are traded,  that derive 50%
     or more of their total  revenue  from goods or  services  produced or sales
     made outside the U.S.

Under normal market  conditions,  the Fund invests at least 65% of its assets in
securities of companies having market capitalizations of $1.5 billion or less at
the time of purchase.  Market  capitalization is defined as total current market
value of a company's outstanding common stock.

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

Main Risks
Foreign  stocks  carry  risks  that are not  generally  found in  stocks of U.S.
companies.  These include the risk that a foreign security could lose value as a
result of political,  financial  and economic  events in foreign  countries.  In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

Because foreign securities generally are denominated in foreign currencies,  the
value of the net assets of the Fund as measured in U.S. dollars will be affected
by changes in exchange rates. To protect against future uncertainties in foreign
currency  exchange  rates,  the Fund is authorized to enter into certain foreign
currency exchange transactions.  In addition, the Fund's foreign investments may
be less liquid and their price more volatile than comparable investments in U.S.
securities.  Settlement  periods  may  be  longer  for  foreign  securities  and
portfolio liquidity may be affected.

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 developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

As with all mutual  funds,  the value of the Fund's  assets may rise or fall. If
you sell your shares when their value is less than the price you paid,  you will
lose money.

Investor Profile
This  Fund  is  not  an  appropriate   investment  if  you  are  seeking  either
preservation of capital or high current  income.  You 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
Fund is generally a suitable  investment if you are seeking long-term growth and
want to invest a portion of your assets in smaller, non-U.S. companies.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

1998      14.40
1999      84.72


The year-to-date  return as of March 31, 2000 for Class A shares is 16.35%,  for
Class B shares is 16.15% and for Class C shares is 16.04%.


The fund's highest/lowest quarterly returns during this time period were:

   Highest    36.96% (12-31-1999)
   Lowest    -19.84% (9-30-1998)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past Five                                                             Past One Past FivePast Ten
                 Year     Years                                                                 Year     Years   Years

<S>             <C>      <C>                                                                    <C>      <C>       <C>
     Class A    76.04%   33.94%*                 Morgan Stanley Capital International EAFE
     Class B    79.65    34.99*                    (Europe,  Australia and Far East) Index      26.96%   12.83%    7.01%
     Class C    56.03**                          Lipper International Small-Cap Fund Average    75.41    19.91    13.04

<FN>
     *    Period from August 29, 1997,  date shares first offered to the public,
          through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $688  $1,113    $1,603   $2,898
   Class B               699   1,208     1,736    2,966
   Class C               401     915     1,557    3,280
You would pay the  following  expenses if you did not redeem your shares:
   Class A               688   1,113     1,603    2,898
   Class B               290     889     1,513    2,966
   Class C               299     915     1,557    3,280


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   1.20%    1.20%   1.20%
     12b-1 Fees.....................   0.21     0.91    1.00
     Other Expenses.................   0.80     0.76    0.76
                                       -----    -----   -----
       Total Fund Operating Expenses   2.21%    2.87%   2.96%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management

Since March 2000    Co-Manager:  Dan J. Sherman, CFA. Mr. Sherman joined Invista
                    Capital  Management  in 1998.  Prior to joining the firm, he
                    led a regional  research team for Salomon  Smith Barney.  He
                    holds an MBA from the University of Wisconsin. He has earned
                    the   right   to  use  the   Chartered   Financial   Analyst
                    designation.

Since May 1997      Co-Manager:  Darren K. Sleister,  CFA. Mr.  Sleister  joined
(Fund's inception)  Invista  Capital  Management  as a Portfolio  Strategist  in
                    1993. He holds an MBA from the  University  of Iowa,  and an
                    undergraduate degree from Central College. He has earned the
                    right to use the Chartered Financial Analyst designation.

INTERNATIONAL GROWTH-ORIENTED FUND


PRINCIPAL PACIFIC BASIN FUND, INC.
The Fund seeks to achieve  growth of  capital.  It invests  primarily  in equity
securities (or other securities with equity  characteristics) of issuers located
in the Pacific Basin region, including Japan.

Main Strategies
The Fund  invests  in  securities  listed  on  foreign  or  domestic  securities
exchanges, securities traded in foreign or domestic over-the-counter markets and
depositary receipts.  Under normal market conditions,  the Fund invests at least
65% of its assets in such  securities.  The  Fund's  investments  are  generally
diversified  among  securities of issuers of several  Pacific  Basin  countries,
which  include but are not  limited  to:  Australia,  China,  Hong Kong,  India,
Indonesia,  Japan,  Malaysia,  New Zealand,  Singapore,  Sri Lanka, South Korea,
Thailand, Taiwan and Vietnam. These include:
o    companies organized under the laws of Pacific Basin countries;
o    companies for which the principal securities trading market is in a Pacific
     Basin country; and
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
     Pacific Basin countries or sales made in Pacific Basin countries.


Under  normal  market  conditions,  the Fund intends to have at least 65% of its
assets  invested  in  companies  in  Pacific  Basin  countries  and  may  have a
significant  portion of its assets  invested in  securities of issuers in Japan.
Criteria for determining the  distribution of investments  include the prospects
for relative  growth among  foreign  countries,  expected  levels of  inflation,
government   policies   influencing   business   conditions  and  the  range  of
opportunities available to international investors.


The global equity  investment  philosophy of BT, the Sub-Advisor,  is to exploit
market  inefficiencies  that  arise  from  differing  interpretations  of market
information.  As a result, in BT's view, a company's share price does not always
represent its true "business value." BT actively invests in those companies that
it believes have been mispriced by investment markets. In order to exploit these
inefficiencies successfully, BT seeks to enhance investment returns through:
o    rigorous  proprietary  stock  research  which  enables  their  analysts  to
     understand  the:
     o    quality of the company;
     o    nature of its management;
     o    nature of its industry competition; and
     o    business valuation - the true "business value" of the company;
o    maintaining global coverage within the universe of investment choices; and
o    maintaining a medium term focus.
As a result,  the Fund's  portfolio  reflects  the  opportunities  presented  by
mispriced  companies that offer the potential for strong,  long-term  investment
returns with an acceptable level of investment risk.

Main Risks
Foreign  stocks  carry  risks  that are not  generally  found in  stocks of U.S.
companies.  These include the risk that a foreign security could lose value as a
result of political,  financial  and economic  events in foreign  countries.  In
addition,  foreign securities may be subject to securities  regulators with less
stringent  accounting  and  disclosure  standards  than  are  required  of  U.S.
companies.

Because foreign securities generally are denominated in foreign currencies,  the
value of the net assets of the Fund as measured in U.S. dollars will be affected
by changes in exchange rates. To protect against future uncertainties in foreign
currency  exchange  rates,  the Fund is authorized to enter into certain foreign
currency exchange transactions.  In addition, the Fund's foreign investments may
be less liquid and their price more volatile than comparable investments in U.S.
securities.  Settlement  periods  may  be  longer  for  foreign  securities  and
portfolio liquidity may be affected.

The Fund anticipates that its portfolio  turnover will typically range from 200%
to 300%. Turnover rates in excess of 100% generally result in higher transaction
costs and a possible increase in short-term capital gains (or losses).

To the extent  that the assets of the Fund are  concentrated  in  securities  of
issuers in Japan, the value of the shares of the Fund may be more susceptible to
a single economic, political or regulatory occurrence than shares of a Fund less
concentrated in a single country.

In addition, the Fund may invest in securities of companies with small to medium
market  capitalizations.  While small companies may offer greater  opportunities
for capital growth than large,  more  established  companies,  they also involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities,  especially  over the  short-term.  Because  of these  fluctuations,
principal  values and investment  returns vary. As with all mutual funds, if you
sell your shares when their value is less than the price you paid, you will lose
money.


Investor Profile
The Fund is generally a suitable  investment if you are seeking long-term growth
in markets  outside of the U.S.  and are  willing to accept  short-term  foreign
stock market  fluctuations.  The Fund invests for growth and generally  does not
pursue income producing securities.


As the inception date of the Fund is May 1, 2000, historical performance data is
not available. Estimated annual Fund operating expenses are as follows:

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:


                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $747   $1,310     N/A       N/A
   Class B               831    1,602     N/A       N/A
   Class C               529    1,295     N/A       N/A
You would pay the  following  expenses if you did not redeem your shares:
   Class A               747    1,310     N/A       N/A
   Class B               429    1,295     N/A       N/A
   Class C               429    1,295     N/A       N/A


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees**..............   1.10%    1.10%   1.10%
     12b-1 Fees.....................   0.25     1.00    1.00
     Other Expenses.................   1.48     2.17    2.17
                                       -----    -----   -----
       Total Fund Operating Expenses   2.83%    4.27%   4.27%

     *    Total Fund Operating Expenses are estimated.

     **   The Manager has agreed to waive a portion of its fee for the Fund. The
          Manager intends to continue the waiver and, if necessary, pay expenses
          normally  payable by the Fund  through the period  ending  October 31,
          2000.  The  effect  of the  waiver  is to  reduce  the  Fund's  annual
          operating  expenses.  The  waiver  will  maintain  a  total  level  of
          operating  expenses  (expressed  as a percent  of  average  net assets
          attributable to a Class on an annualized basis) not to exceed:

                2.50% for Class A Shares
                3.25% for Class B Shares
                3.25% for Class C Shares


                           Day-to-day Fund Management

Since May 1, 2000   Dean Cashman,  Executive Vice President, BT Funds Management
(Fund's inception)  Limited.  Mr. Cashman joined BT in 1988. He holds a Bachelor
                    of Economics from the University of Queensland.


INCOME-ORIENTED FUND

PRINCIPAL BOND FUND, INC.
The Fund  seeks to  provide  as high a level of  income  as is  consistent  with
preservation of capital and prudent investment risk.

Main Strategies
The 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  non-convertible  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).  Fixed income securities that are not
     investment  grade are  commonly  referred  to as junk  bonds or high  yield
     securities.  These securities offer a potentially  higher yield than other,
     higher rated  securities,  but they carry a greater  degree of risk and are
     considered speculative by the major credit rating agencies.

During the fiscal year ended  October  31,  1999,  the  average  ratings of this
Fund's  assets  based on market  value at each  month-end,  were as follows (all
ratings are by Moody's):
               Aaa            0.05%
               Aa             2.90%
               A             21.87%
               Baa           66.12%
               Ba             9.06%

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

Main Risks
When  interest  rates fall,  the price of a bond rises and when  interest  rates
rise, the price declines. In addition,  the value of securities held by the Fund
may be affected by factors  such as credit  rating of the entity that issued the
bond and  effective  maturities of the bond.  Lower quality and longer  maturity
bonds will be subject to greater credit risk and price  fluctuations than higher
quality and shorter maturity bonds.

Investor Profile
The Fund is generally a suitable investment if you are 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.  As with all mutual  funds,  if you sell your shares when their value is
less than the price you paid, you will lose money.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

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
1999      -3.04


The  year-to-date  return as of March 31, 2000 for Class A shares is 0.77%,  for
Class B shares is 0.58% and for Class C shares is 0.47%.


The fund's highest/lowest quarterly returns during this time period were:

      Highest     8.54% (6-30-1995)
      Lowest     -4.06% (3-31-1994)


      Average annual total returns for th eperiod ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                     Past One Past FivePast Ten
                 Year     Years   Years                                                         Year     Years   Years

<S>              <C>      <C>      <C>                                                          <C>      <C>      <C>
     Class A    -7.60%    6.56%    7.06%         Lehman Brothers BAA Corporate Index           -0.82%    8.49%    8.48%
     Class B    -7.43     6.48     6.57*         Lipper Corporate Debt BBB Rated Fund Average  -1.68     7.71     8.01
     Class C    -1.75**

<FN>
     *    Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $576    $790    $1,022   $1,686
   Class B               595     893     1,204    1,815
   Class C               290     579       995    2,159
You would pay the  following  expenses if you did not redeem your shares:
   Class A               576     790     1,022    1,686
   Class B               182     563       970    1,815
   Class C               187     579       995    2,159


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   0.48%    0.48%   0.48%
     12b-1 Fees.....................   0.26     0.92    1.00
     Other Expenses.................   0.30     0.39    0.36
                                       -----    -----   -----
       Total Fund Operating Expenses   1.04%    1.79%   1.84%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management

Since November 1996 Scott  A.  Bennett,  CFA.  Mr.  Bennett  has  been  with the
                    Principal  organization since 1988. He holds an MBA and a BA
                    from the  University of Iowa. He has earned the right to use
                    the Chartered Financial Analyst designation.


INCOME-ORIENTED FUND

PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.
The 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.  The  guarantees by the United States  Government  extends only to
principal and interest. There are certain risks unique to GNMA Certificates.

Main Strategies
The 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).
In addition, the Fund may invest in money market instruments.

The Fund invests in modified  pass-through GNMA Certificates.  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.

Owners of modified pass-through  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
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.  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,
if you sell your shares  when their  value is less than the price you paid,  you
will lose money.

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
fluctuations  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.

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 periods of rising interest rates, a reduction
in  prepayments  may  increase the  effective  maturities  of these  securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest and potentially increasing the volatility of the fund.

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.

Investor Profile
The Fund is generally a suitable  investment  if you want  monthly  dividends to
provide  income or to be reinvested in additional  Fund shares to produce growth
and  prefer to have the  repayment  of  principal  and  interest  on most of the
securities in which the Fund invests to be backed by the U.S.  Government or its
agencies.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

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
1999      0.01


The  year-to-date  return as of March 31, 2000 for Class A shares is 1.83%,  for
Class B shares is 1.65% and for Class C shares is 1.62%.


The fund's highest/lowest quarterly returns during this time period were:

     Highest     6.38% (6-30-1995)
     Lowest     -4.38% (3-31-1994)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                     Past One Past FivePast Ten
                 Year     Years   Years                                                         Year     Years   Years

<S>              <C>      <C>      <C>                                                          <C>      <C>      <C>
     Class A    -4.69%    6.76%    6.94%         Lehman Brothers GNMA Index                     1.93%    8.08%    7.87%
     Class B    -4.50     6.72     6.95*         Lipper GNMA Fund Average                       0.11     7.03     7.02
     Class C    -0.48**

<FN>
     *    Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $562    $745    $  945   $1,519
   Class B               579     846     1,123    1,642
   Class C               279     545       939    2,041
You would pay the  following  expenses if you did not redeem your shares:
   Class A               562     745       945    1,519
   Class B               166     514       887    1,642
   Class C               176     545       939    2,041


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   0.45%    0.45%   0.45%
     12b-1 Fees.....................   0.22     0.89    1.00
     Other Expenses.................   0.22     0.29    0.28
                                       -----    -----   -----
       Total Fund Operating Expenses   0.89%    1.63%   1.73%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management

Since May 1985      Martin J. Schafer.  Mr. Schafer joined the Principal in 1977
(Fund's inception)  and has broad  experience in  residential  mortgage  related
                    securities.  He served as Director of Investment  Securities
                    at the Principal prior to joining Invista Capital Management
                    in 1992. He holds a BBA in  Accounting  and Finance from the
                    University of Iowa.


INCOME-ORIENTED FUND

PRINCIPAL HIGH YIELD FUND, INC.
The 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 Fund  invests  in high  yield,  lower or  unrated  fixed-income  securities.
Fixed-income  securities  that are commonly  known as "junk bonds" or high yield
securities.  These  securities  offer a higher  yield than other,  higher  rated
securities,  but they carry a greater  degree of risk and are  considered  to be
speculative  with  respect to the  issuer's  ability to pay  interest  and repay
principal.

The Fund invests its assets in  securities  rated Ba1 or lower by Moody's or BB+
or lower by S&P.  The Fund may also  invest  in  unrated  securities  which  the
Manager  believes  to be of  comparable  quality.  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, 1999, the average ratings of the Fund's
assets,  based on market value at each  month-end,  were as follows (all ratings
are by Moody's):
   0.74% in securities rated A            50.07% in securities rated B
   2.62% in securities rated Baa          2.64% in securities rated C
   43.83% in securities rated Ba          0.10% in securities rated D
The  above  percentage  for  securities  rated  Ba  includes  2.89%  of  unrated
securities and securities  rated B includes  2.52% of unrated  securities  which
have been determined by the Manager to be of comparable quality.

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.

Investor Profile
The Fund is generally a suitable investment if you are seeking monthly dividends
to provide income or to be reinvested in Fund shares for growth.  However, it is
suitable only for that portion of your  investments for which you are willing to
accept  potentially  greater risk. You should carefully consider your ability to
assume the risks of this Fund  before  making an  investment  and be prepared to
maintain  your   investment  in  the  Fund  during  periods  of  adverse  market
conditions.  This Fund  should  not be relied  on to meet  short-term  financial
needs.  As with all mutual  funds,  the value of the  Fund's  assets may rise or
fall.  If you sell your shares when their value is less than the price you paid,
you will lose money.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

1990      -11.66
1991      28.74
1992      13.09
1993      12.10
1994      -0.65
1995      15.61
1996      12.54
1997      9.68
1998      -1.28
1999      0.97


The year-to-date  return as of March 31, 2000 for Class A shares is -4.29%,  for
Class B shares is -4.52% and for Class C shares is -4.77%.


The fund's highest/lowest quarterly returns during this time period were:

     Highest     9.75% (3-31-1991)
     Lowest     -6.52% (9-30-1998)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                       Past One Past FivePast Ten
                 Year     Years   Years                                                           Year     Years   Years

<S>              <C>      <C>      <C>                                                            <C>      <C>     <C>
     Class A    -3.77%    6.27%    6.86%         Lehman Brothers High Yield Composite Bond Index  2.39%    9.31%   10.72%
     Class B    -3.46     6.07     6.28*         Lipper High Current Yield Fund Average           4.53     8.89    10.08
     Class C    -0.79**

<FN>
     *    Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $602    $870    $1,159   $1,979
   Class B               614     952     1,305    2,059
   Class C               307   630       1,083    2,338
You would pay the  following  expenses if you did not redeem your shares:
   Class A               602     870     1,159    1,979
   Class B               202     624     1,073    2,059
   Class C               204     630     1,083    2,338


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   0.60%    0.60%   0.60%
     12b-1 Fees.....................   0.24     0.80    1.00
     Other Expenses.................   0.47     0.59    0.41
                                       -----    -----   -----
       Total Fund Operating Expenses   1.31%    1.99%   2.01%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management

Since April 1998    Mark P. Denkinger,  CFA. Mr.  Denkinger joined the Principal
                    organization in 1990. He holds an MBA and BA in Finance from
                    the  University  of Iowa. He has earned the right to use the
                    Chartered Financial Analyst designation.


INCOME-ORIENTED FUND

PRINCIPAL LIMITED TERM BOND FUND, INC.
The 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
The 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.

Main Risks
The Fund may invest in corporate debt securities and mortgage-backed securities.
When  interest  rates fall,  the price of a bond rises and when  interest  rates
rise,  the  price  declines.  In  addition,  the  value  of the  corporate  debt
securities  held by the Fund may be affected by factors such as credit rating of
the entity  that issued the bond and  effective  maturities  of the bond.  Lower
quality  and longer  maturity  bonds will be subject to greater  credit risk and
price fluctuations than higher quality and short maturity bonds.

Mortgage-backed  securities are subject to prepayment  risk. 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 periods of rising interest rates, a reduction
in  prepayments  may  increase the  effective  maturities  of these  securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest. This may increase the volatility of the 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.

However,  as with all mutual  funds,  the value of the Fund's assets may rise or
fall.  If you sell your shares when their value is less than the price you paid,
you will lose money.

Investor Profile
The Fund is generally a suitable  investment  if you want  monthly  dividends to
generate income or to reinvest for modest growth.  You must be willing to accept
some  volatility  in the  value  of your  investment  but do not  want  dramatic
volatility.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

1997      6.33
1998      6.70
1999      0.96

The  year-to-date  return as of March 31, 2000 for Class A shares is 0.93%,  for
Class B shares is 0.87% and for Class C shares is 0.91%.


The fund's highest/lowest quarterly results during this time period were:

        Highest     2.99% (9-30-1998)
        Lowest     -0.49% (6-30-1999)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past Five                                                                Past One Past FivePast Ten
                 Year     Years                                                                    Year     Years   Years

<S>              <C>      <C>                                                                      <C>      <C>      <C>
     Class A    -0.56%    4.48%*         Lehman Brothers Intermediate Government/Corporate Index   0.39%    7.10%    7.26%
     Class B    -0.67     4.31*          Lipper Short-Intermediate Investment Grade Debt
     Class C     0.35**                     Fund Average                                     0.89     6.23     6.55

<FN>
     *    Period  from  February  29,  1996,  date shares  first  offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $265    $510      $773   $1,527
   Class B               325     688     1,100    1,956
   Class C               256     634     1,088    2,348

You would pay the  following  expenses if you did not redeem your shares:

   Class A               265     510       773    1,527
   Class B               196     606     1,042    1,956
   Class C               205     634     1,088    2,348


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees**..............   0.50%    0.50%   0.50%
     12b-1 Fees.....................   0.15     0.50    0.50
     Other Expenses.................   0.49     0.92    0.55
                                       -----    -----   -----
       Total Fund Operating Expenses   1.14%    1.92%   1.55%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.

     **   The Manager has agreed to waive a portion of its fee for the Fund. The
          Manager intends to continue the waiver and, if necessary, pay expenses
          normally  payable by the Fund  through the period  ending  October 31,
          2000.  The  effect  of the  waiver  is to  reduce  the  Fund's  annual
          operating  expenses.  The  waiver  will  maintain  a  total  level  of
          operating  expenses  (expressed  as a percent  of  average  net assets
          attributable to a Class on an annualized basis) not to exceed:

                1.00% for Class A Shares
                1.35% for Class B Shares
                1.35% for Class C Shares


                           Day-to-day Fund Management

Since February 1996 Martin J. Schafer.  Mr. Schafer joined the Principal in 1977
(Fund's inception)  and has broad  experience in  residential  mortgage  related
                    securities.  He served as Director of Investment  Securities
                    at the Principal prior to joining Invista Capital Management
                    in 1992. He holds a BBA in  Accounting  and Finance from the
                    University of Iowa.


INCOME-ORIENTED FUND

PRINCIPAL TAX-EXEMPT BOND FUND, INC.
The 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.

Main Strategies and Risks
The Fund invests in a diversified portfolio of securities issued by or on behalf
of state or local  governments and other public  authorities.  In the opinion of
the issuer's bond counsel,  interest on these obligations is exempt from federal
income  tax.  Investment  in  the  Fund  is not  appropriate  for  IRA or  other
tax-advantaged accounts.

Under normal market  conditions,  the Fund invests at least 80% of its assets in
municipal  obligations.  At the time these  securities are purchased,  they are:
municipal bonds which are rated in the four highest grades by Moody's; municipal
notes rated in the highest grade by Moody's; municipal commercial paper rated in
the highest grade by Moody's or S&P; or if unrated, are of comparable quality in
the opinion of the Manager.  During normal market conditions,  the Fund will not
invest more than 20% of its assets in  securities  that do not meet the criteria
stated above; taxable securities; or municipal obligations the interest on which
is treated as a tax  preference  item for  purposes of the  federal  alternative
minimum  tax.  The Fund may also invest in taxable  securities  which mature one
year or less from the time of purchase.  These taxable investments are generally
made  for  liquidity  purposes  or as a  temporary  investment  of cash  pending
investment in municipal obligations. Under unusual market or economic conditions
and for temporary defensive  purposes,  the Fund may invest more than 20% of its
assets in taxable securities.

Up to 20% of Fund assets may be invested in fixed-income  securities rated lower
than BBB by S&P or Baa by Moody's.  The Fund will not purchase  municipal  bonds
rated  lower than B by Moody's or S&P. It also will not buy  municipal  notes or
commercial  paper  which are unrated or are not  comparable  in quality to rated
securities.

Main Risks
The Fund may not invest more than 5% of its assets in the  securities of any one
issuer (except the U.S.  Government) but may invest without limit in obligations
of issuers  located in the same state.  It may also  invest in debt  obligations
which are  repayable  out of  revenue  from  economically  related  projects  or
facilities.  This  represents a risk to the Fund since an economic,  business or
political development or change affecting one security could also affect others.

The Fund may purchase industrial  development bonds. These securities are issued
by industrial development authorities. They may only be backed by the assets and
revenues of the industrial  corporation  which uses the facility financed by the
bond.

Fixed-income  securities that are not investment grade are commonly  referred to
as "junk bonds" or high yield securities.  These securities offer a higher yield
than other, higher rated securities, but they carry a greater degree of risk and
are considered speculative by the major credit rating agencies.

When  interest  rates fall,  the price of a bond rises and when  interest  rates
rise, the price  declines.  The value of debt securities may also be affected by
factors such as credit  rating of the entity that issued the bond and  effective
maturities of the bond.  Lower quality and longer maturity bonds will be subject
to greater  credit risk and price  fluctuations  than  higher  quality and short
maturity bonds.

As with all mutual  funds,  the value of the Fund's  assets may rise or fall. If
you sell your shares when their value is less than the price you paid,  you will
lose money.

Investor Profile
The  Fund  is  generally  a  suitable  investment  if you are  seeking  monthly,
federally  tax-exempt dividends to produce income or to be reinvested for modest
growth and are willing to accept fluctuations in the value of your investment.

The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

1990      5.08
1991      12.07
1992      9.62
1993      12.44
1994      -9.44
1995      20.72
1996      4.60
1997      9.19
1998      5.08
1999      -3.17


The  year-to-date  return as of March 31, 2000 for Class A shares is 1.82%,  for
Class B shares is 1.67% and for Class C shares is 1.31%.


The fund's highest/lowest quarterly returns during this time period were:

     Highest     9.13% (3-31-1995)
     Lowest     -7.08% (3-31-1994)


      Average annual total returns for the period ending December 31, 1999

This table shows how the Fund's average  annual returns  compare with those of a
broad-based  securities  market  index  and  an  index  of  funds  with  similar
investment objectives.

<TABLE>
<CAPTION>
               Past One Past FivePast Ten                                                     Past One Past FivePast Ten
                 Year     Years   Years                                                         Year     Years   Years

<S>              <C>      <C>      <C>                                                          <C>      <C>      <C>
     Class A    -7.72%    5.98%    5.80%         Lehman Brothers Municipal Bond Index          -2.06%    6.92%    6.89%
     Class B    -7.25     5.99     6.35*         Lipper General Municipal Debt Fund Average    -4.63     5.77     6.19
     Class C    -3.99**

<FN>
     *    Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.
</FN>
</TABLE>

                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $553    $718    $  898   $1,418
   Class B               549     753       963    1,381
   Class C               284     560       964    2,095

You would pay the  following  expenses if you did not redeem your shares:

   Class A               553     718       898    1,418
   Class B               134     418       723    1,381
   Class C               181     560       964    2,095


                            Fund Operating Expenses*

                                      Class A   Class B  Class C
     Management Fees................   0.46%    0.46%     0.46%
     12b-1 Fees.....................   0.24     0.69      1.00
     Other Expenses.................   0.10     0.17      0.32
                                       -----    -----     -----
       Total Fund Operating Expenses   0.80%    1.32%     1.78%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management

Since July 1991     Daniel J.  Garrett,  CFA. Mr.  Garrett  joined the Principal
                    organization  in 1985.  He holds a BA and an MBA from  Drake
                    University.  He has  earned  the right to use the  Chartered
                    Financial Analyst designation.


MONEY MARKET FUND

PRINCIPAL CASH MANAGEMENT FUND, INC.

The 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 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; and
o    taxable municipal  obligations which are short-term  obligations  issued or
     guaranteed by state and municipal issuers which generate taxable income.

Main Risks
As with all  mutual  funds,  the value of the  Fund's  assets  may rise or fall.
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 if you sell your
shares when their value is less than the price you paid.  An  investment  in the
Fund is not insured or guaranteed by the Federal Deposit  Insurance  Corporation
or any other government agency.

Investor Profile
The Fund is generally a suitable investment if you are seeking monthly dividends
to produce  income without  incurring  much  principal  risk or your  short-term
needs.


The Fund's past  performance  is not predictive of future  performance.  The bar
chart and tables  provide some  indication of the risks of investing in the Fund
by showing changes in the Fund's Class A share performance from year to year.


                              Annual Total Returns

1990      7.63
1991      5.80
1992      3.38
1993      2.63
1994      3.77
1995      5.44
1996      4.96
1997      4.88
1998      5.15
1999      4.63


The 7-day yield for the period ended March 31, 2000 for Class A shares is 5.30%,
for Class B shares is 4.66%  and for  Class C shares  is  1.87%.  To obtain  the
Fund's current yield information, please call 1-800-247-4123.


      Average annual total returns for the period ending December 31, 1999

This table shows the Fund's average annual returns over the periods indicated.

               Past One Past FivePast Ten
                 Year     Years   Years
     Class A     4.63%    5.10%    4.78%
     Class B     4.11     4.31     4.24*
     Class C     1.71**

     *    Period from December 9, 1994, date Class B shares first offered to the
          public, through December 31, 1999.
     **   Period from June 30, 1999,  date Class C shares  first  offered to the
          public, through December 31, 1999.


                                    Examples

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, based on these assumptions your cost would be:

                       1 Year  3 Years  5 Years 10 Years
--------------------------------------------------------
   Class A              $ 70    $221    $  384 $    859
   Class B               537     713       895    1,239
   Class C               332     706     1,210    2,595
You would pay the  following  expenses if you did not redeem your shares:
   Class A                70     221       384      859
   Class B               121     378       654    1,239
   Class C               229     706     1,210    2,595


                            Fund Operating Expenses*

                                     Class A   Class B  Class C
     Management Fees................   0.44%    0.44%   0.44%
     12b-1 Fees.....................   None     0.35    0.99
     Other Expenses.................   0.25     0.40    0.83
                                       -----    -----   -----
       Total Fund Operating Expenses   0.69%    1.19%   2.26%

     *    Total Fund  Operating  Expenses for Class A and Class B shares are for
          the year ended  October 31, 1999.  Expenses for Class C shares are for
          the period from June 30, 1999 through October 31, 1999.


                           Day-to-day Fund Management

Since June 1999     Co-Manager: Alice Robertson. Ms. Robertson has been with the
                    Principal  organization  since  1990.  She holds an MBA from
                    DePaul and a BA in Economics from Northwestern University.

Since March 1983    Co-Manager:  Michael R. Johnson.  Mr.  Johnson has been with
                    the  Principal  organization  since 1982. He holds a BA from
                    Iowa State University. He is a Fellow of the Life Management
                    Institute.


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>
                                          Class A Shares                    Class B Shares                      Class C Shares

                                                                     Maximum Deferred Sales Charge             Maximum Deferred
                                       Maximum Sales Charge        (as a percentage of the lower of            Sales Charge on
                                           on Purchases               the original purchase price              Purchases (as a
                                        (as a percentage of             or market value at the                  percentage of
                                          offering price)                 time of redemption)                   offering price)


                                                                          Redemptions During                  Redemptions During
                                                                                 Year                               Year 1

                                                                1      2     3      4     5      6     7
                                                 -------------------------------------------------------
<S>                                            <C>            <C>    <C>   <C>    <C>   <C>    <C>    <C>           <C>
   All Funds except LargeCap Stock Index,
     Limited Term Bond
     and Cash Management Funds                 4.75%           4%     4%    3%     3%    2%     1%    0%            1.00%
   LargeCap Stock Index and
     Limited Term Bond Funds                   1.50%          1.25%  1.25% .75%   .75%  .50%   .25%   0%            .50%
   Cash Management Fund                        None            4%     4%    3%     3%    2%     1%    0%            1.00%

<FN>
   Notes:
     o    Shares do not have an exchange or redemption fee.
     o    A wire charge of $6.00 will be deducted for all wire transfers.
     o    Class A shares have no deferred  sales charge on sales of less than $1
          million.
     o    Class B and Class C shares have no front-end sales charge.
</FN>
</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.

One-time fees.  You may pay a one-time  sales charge for each purchase  (Class A
shares)  or  redemption  (Class B or Class C  shares).
o    Class A shares may be purchased at a price equal to the share price plus an
     initial sales charge.
o    Investments  of $1 million  or more of Class A shares  are sold  without an
     initial  sales  charge but may be subject to a  contingent  deferred  sales
     charge (CDSC) at the time of redemption.
o    Class B and Class C shares have no initial  sales charge but may be subject
     to a CDSC.  If you sell  (redeem)  shares and the CDSC is imposed,  it will
     reduce the amount of sales proceeds.

Choosing a Share Class
You may purchase Class A, Class B or Class C shares of each Fund.  Your decision
to purchase a particular class depends on a number of factors  including:
o    the dollar amount you are investing;
o    the amount of time you plan to hold the investment; and
o    any plans to make additional investments in the Principal Mutual Funds.

In addition, you might consider:
o    Class A shares if you are making an investment that qualifies for a reduced
     sales charge;
o    Class B shares if you  prefer not to pay an  initial  sales  charge and you
     plan to hold your investment for at least six years; or
o    Class C shares if you  prefer not to pay an  initial  sales  charge and you
     plan to hold your investment for only a few years.

The  difference  between the share Classes is their  expenses.  Because of their
expenses,  Class A shares  tend to  outperform  Class C shares  when the  amount
invested is higher  and/or the money is invested for a longer period of time. If
you plan on purchasing shares, but are unsure which Class to select,  this table
may assist you. Class A shares may be advantageous over Class C shares when:

         The amount invested is        The holding period of the investment is

     Less than $50,000                           Greater than 5 years
     $50,000 but less than $100,000              Greater than 5 years
     $100,000 but less than $250,000             Greater than 4 years
     $250,000 but less than $500,000             Greater than 4 years
     $500,000 but less than $1,000,000           Greater than 1 year

Class A Shares
o    You generally pay a sales charge on an investment in Class A shares.
o    Class A shares generally have lower annual operating  expenses than Class B
     or Class C shares.
o    If you invest $50,000 or more, the sales charge is reduced.
o    You are not  assessed a sales  charge on  purchases of Class A shares of $1
     million or more.  A deferred  sales charge may be imposed if you sell those
     shares within eighteen months of purchase.

Class B Shares
o    You do not pay a sales charge on an investment in Class B shares.
o    If you sell your Class B shares within six years from the date of purchase,
     you may pay a deferred sales charge.
o    If you keep  your  Class B shares  for  seven  years,  your  Class B shares
     automatically convert to Class A shares without a charge.
o    Class B shares generally have higher annual operating expenses than Class A
     shares.

Class C Shares
o    You do not pay a sales charge on an investment in Class C shares.
o    If you sell your Class C shares  within one year from the date of purchase,
     you may pay a deferred sales charge.
o    Class C shares generally have higher annual operating expenses than Class A
     or Class B shares.

Front-end sales charge: Class A shares
There is no sales charge on  purchases of Class A shares of the Cash  Management
Fund.  Class A shares of the other Funds are purchased  with a sales charge that
is a variable percentage based on the amount of the purchase.  There is no sales
charge  on  shares  of a Fund  purchased  with  reinvested  dividends  or  other
distributions.  Your  sales  charge  may be  reduced  for  larger  purchases  as
indicated below.

<TABLE>
<CAPTION>
                                        All Funds (Except           Sales Charge for
                                         LargeCap Stock              LargeCap Stock
                                      Index and Limited Term      Index and Limited Term
                                            Bond Funds)                 Bond Funds              Dealers Allowance as
                                       Sales Charge as % of:       Sales Charge as % of:         % of Offering Price
                                      ----------------------      -----------------------  ---------------------------------
                                                                                           All Funds Except   LargeCap Stock
                                                                                            LargeCap Stock       Index and
                                      Offering    Net Amount      Offering    Net Amount       Index and       Limited Term
           Amount invested              Price      Invested         Price      Invested    Limited Term Bond       Bond
     ------------------------------   --------    ----------      --------    ----------   -----------------  --------------
<S>            <C>                      <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% of the lesser
of the market value at the time of the redemption 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 all plan assets.
The CDSC is also waived on shares sold:
o    to satisfy IRS minimum distribution rules; and
o    using a periodic  withdrawal  plan. (You may sell up to 10% of the value of
     the shares (as of December 31 of the prior year)  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  ("Princor"),  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 a front-end
sales charge are determined by and paid for by Princor.

SALES CHARGE WAIVER OR REDUCTION (Class A shares)

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 (Class A shares)

A Fund's Class A shares may be purchased without a sales charge:
o    by its Directors,  Principal Life and its subsidiaries and affiliates,  and
     their  employees,  officers,  directors  (active  or  retired),  brokers or
     agents. This also includes their immediate family members (spouse, children
     (regardless  of age) and  parents)  and  trusts  for the  benefit  of these
     individuals;
o    by the Principal Employees' Credit Union;
o    by  non-ERISA  clients of Invista  Capital  Management,  LLC and  Principal
     Capital Management LLC;
o    by any employee or Registered  Representative  (and their  employees) of an
     authorized broker-dealer;
o    through a "wrap  account"  offered by  Princor  or 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 Insurance  Company
     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;
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;
o    using cash payments received from Principal Bank under its awards program;
o    to the extent the investment  represents  redemption  proceeds from certain
     unregistered  group annuity  contracts  issued by Principal Life to fund an
     employer's  401(a) plan where such proceeds are used to fund the employer's
     401(a) plan;
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 active
     employees/participants.  (Such  purchases  are  subject  to the CDSC  which
     applies to purchases of $1 million or more as described above.); and
o    to fund  non-qualified  plans  administered by Principal Life pursuant to a
     written service agreement.

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.

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

Reduction of sales charge (Class A shares)

1)   Dollar  amount of purchase.  The sales charge  varies with the size of your
     purchase.  Reduced  charges  apply to the total of Principal  Mutual Funds'
     (excluding the Cash  Management  Fund) shares  purchased at one time by any
     "Qualified  Purchaser." A Qualified  Purchaser  includes an individual  and
     his/her spouse and their  children  under the age of 25, a trust  primarily
     for such persons,  and a trustee or other fiduciary purchasing for a single
     trust  estate or  single  fiduciary  account.  If the  total  amount  being
     invested in the Principal  Mutual Funds is near a sales charge  breakpoint,
     you should consider increasing amount invested to take advantage of a lower
     sales  charge.  A purchase  made by or through an  employer on behalf of an
     employee  or  employees   (including   independent   contractors)  is  also
     considered a purchase by a Qualified Purchaser.

2)   Statement of intention (SOI). Qualified Purchasers may obtain reduced sales
     charges  by  signing  an SOI.  The SOI is a  nonbinding  obligation  on the
     Qualified  Purchaser to purchase the full amount  indicated in the SOI. The
     sales  charge is based on the total  amount  to be  invested  in a 13 month
     period (24 months if the intended  investment is $1 million or more).  Upon
     your request,  we will set up a 90-day  lookback  period to include earlier
     purchases - the 13 (24) month  period then begins on the date of your first
     purchase during the 90-day period. If the intended  investment is not made,
     sufficient  shares will be sold to pay the  additional  sales charge due. A
     401(a)  plan  trustee  must  submit  the SOI at the time of the first  plan
     purchase.  The 90-day  lookback  period is not  available  to a 401(a) plan
     trustee.

3)   Rights of  accumulation.  The Class A,  Class B and Class C shares  already
     owned by a Qualified  Purchaser are added to the amount of the new purchase
     to determine the applicable sales charge percentage.  Class A shares of the
     Cash Management  Fund are not included in the calculation  unless they were
     acquired in exchange for other Principal Mutual Fund shares.

4)   Death Benefit proceeds. Death benefit proceeds from a life insurance policy
     or certain annuity  contracts issued by Principal Life (or its subsidiaries
     or affiliates) may be invested in Class A shares at a reduced sales charge.
     To qualify for the reduced  sales  charge,  the proceeds must be applied to
     the  purchase of shares of a  Principal  Mutual Fund within one year of the
     insured's  death.  The  applicable  sales charge is determined by the table
     below.

<TABLE>
<CAPTION>
                                                               Sales Charge as a % of:
                                                               -----------------------
                                                                                                      Dealer Allowance
                                                          Offering               Net Amount               as % of
           Amount of Purchase                               Price                 Invested             Offering 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
</TABLE>

5)   Employer  sponsored  plans.  Retirement  plans meeting the  requirements of
     Section 401 of the Internal Revenue Code (401(k),  Profit Sharing and Money
     Purchase  Pension  Plans) and other  employer  sponsored  retirement  plans
     (Principal Mutual Fund 403(b),  SIMPLE IRAs, SEPs, SAR-SEPs,  non-qualified
     deferred compensation plans, and Payroll Deduction Plans).
     o   Principal  Mutual Fund 401(a)  Plans.  The trustee  chooses to fund the
         plan with  either  Class A, Class B or Class C shares  when the plan is
         established.
     o   Other employer  sponsored  retirement plans.  Each participant  chooses
         Class  A,  Class B or Class C  shares  when at the time of their  first
         contribution into the plan.
     o   If Class A shares are used:
          o    all plan  investments are treated as made by a single investor to
               determine the applicable sales charge;
          o    the sales charge for  investments  of less than $250,000 is 3.75%
               as a percentage of offering price; and
          o    if the  investment is $250,000 or more,  the regular sales charge
               table is used.
     o    If Class B shares are used, contributions into the plan after the plan
          assets are $250,000 or more are used to buy Class A shares.
     o    Investments  outside of a plan are not  included  with plan  assets to
          determine the applicable sales charge.

Contingent deferred sales charge: Class B and Class C shares
o    The CDSC does not apply to shares  purchased with  reinvested  dividends or
     other distributions.
o    The amount of the CDSC is a percentage based on the number of years you own
     the shares  multiplied by the lesser of the market value at the time of the
     redemption or the initial purchase price of the shares sold.
o    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 Class B
     shares are  redeemed  in the order  purchased  (first in,  first  out).  In
     processing  redemptions  for  other  Class C  shares,  shares  held for the
     shortest period of time during the one year period are next redeemed.  As a
     result of these methods, you pay the lowest possible CDSC.
o    Using a periodic  withdrawal  plan,  you may sell up to 10% of the value of
     the shares (as of December 31 of the prior year)  subject to a CDSC without
     paying the CDSC.
o    Shares  subject  to the CDSC which are  exchanged  into  another  Principal
     Mutual Fund continue to be subject to the CDSC until the CDSC expires.
o    Princor receives the proceeds of any CDSC.


Class B shares
A CDSC may be imposed on Class B shares sold within six years of purchase  (five
years for certain sponsored plans).  Class B shares  automatically  convert into
Class A shares (based on share prices,  not numbers of shares) seven years after
purchase.  Class B 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.

The Class B share CDSC, if any, is determined by  multiplying  the lesser of the
market  value at the time of  redemption  or the initial  purchase  price of the
shares sold by the appropriate percentage from the table below:


<TABLE>
<CAPTION>
                             Class B Share CDSC as a
                  Percentage of Dollar Amount Subject to Charge
                  ---------------------------------------------
                                                                                           For Certain Sponsored Plans
                                                                                             Commenced After 2/1/98
                                                                                     ----------------------------------------
                                      All Funds Except         LargeCap Stock          All Funds Except        LargeCap Stock
                                       LargeCap Stock             Index and             LargeCap Stock            Index and
      Years Since Purchase         Index and Limited Term        Limited Term        Index and Limited Term     Limited Term
         Payments Made                  Bond Funds                 Bond Funds               Bond Funds            Bond Funds
  ------------------------------   ----------------------      --------------        ----------------------    --------------
<S>                                          <C>                    <C>                     <C>                    <C>
  2 years or less                            4.00%                  1.25%                   3.00%                  .75%
  more than 2 years, up to 4 years           3.00                   0.75                    2.00                   .50
  more than 4 years, up to 5 years           2.00                   0.50                    1.00                   .25
  more than 5 years, up to 6 years           1.00                   0.25                    None                    None
  more than 6 years                          None                   None                    None                    None
</TABLE>


Class C shares
A CDSC of 1% may be imposed on Class C shares sold within one year of  purchase.
No CDSC is imposed on  increases  in account  value above the  initial  purchase
price (including  shares acquiring from the reinvestment of dividends or capital
gains  distributions).  Class C shares do not convert to any other class of Fund
shares.

Waiver of the sales charge (Class B and Class C shares)
--------------------------
The CDSC is  waived on sales of Class B shares  and of Class C shares  which are
sold:
o    due to a shareholder's death;
o    due to the  shareholder's  disability,  as defined in the Internal  Revenue
     Code;
o    from retirement plans to satisfy minimum distribution rules under the Code;
o    to pay surrender charges; o to pay retirement plan fees;
o    involuntarily from small balance accounts;
o    through a systematic withdrawal plan (certain limits apply);
o    from a retirement  plan to assure the plan complies  with Sections  401(k),
     401(m), 408(k) and 415 of the Code; or
o    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.

Ongoing fees. Each Fund pays ongoing fees to its Manager, Underwriter and others
who provide services to the Fund. They reduce the value of each share you own.

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:
<TABLE>
<CAPTION>
<S>                                                                                                      <C>
o    Class A shares (except Cash Management, LargeCap Stock Index and Limited Term Bond)                 0.25%
o    Class A shares of LargeCap Stock Index and Limited Term Bond                                        0.15%
o    Class B shares (except LargeCap Stock Index and Limited Term Bond)   1.00%
o    Class B shares of LargeCap Stock Index and Limited Term Bond                                        0.50%
o    Class C shares (except LargeCap Stock Index and Limited Term Bond)   1.00%
o    Class C shares of LargeCap Stock Index and Limited Term Bond                                        0.50%
</TABLE>


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 in overall market and economic  conditions.
Smaller companies are especially sensitive to these factors.

Fixed-income  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.

Fixed-income  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, such
as "junk" bonds,  may have speculative  characteristics  and may be particularly
sensitive to economic conditions and the financial condition of the issuers.

Repurchase Agreements and Loaned Securities
Each of the 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  Funds  may  lend  its  portfolio   securities   to   unaffiliated
broker-dealers and other unaffiliated qualified financial institutions.

Currency Contracts
The International Growth-Oriented, Partners Aggressive Growth, Partners LargeCap
Growth and Partners  MidCap  Growth  Funds may each enter into forward  currency
contracts, currency futures contracts and options, and options on currencies for
hedging and other non-speculative purposes. In addition, the European Equity and
Pacific  Basin Funds each may invest a limited  percentage of its assets in such
contracts for  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 the 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,  Balanced,  European  Equity,  Pacific  Basin  and
Partners  Aggressive Growth Funds 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,  Government  Securities  Income and  Tax-Exempt
Bond) may invest up to 5% of its assets in warrants.  A warrant is a certificate
granting  its  owner  the  right to  purchase  securities  from the  issuer at a
specified price, normally higher than the current market price.

Risks of High Yield Securities
The  Balanced,  Bond,  High Yield and  Tax-Exempt  Bond  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,  Growth and Tax-Exempt
Bond)  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 securities of foreign  companies.  For
the purpose of this  restriction,  foreign companies are:
o    companies  with their  principal  place of  business  or  principal  office
     outside the U.S.;
o    companies for which the principal  securities trading market is outside the
     U.S.; and
o    companies,  regardless of where its securities are traded,  that derive 50%
     or more of their total  revenue  from goods or  services  produced or sales
     made outside the U.S.

Each  Fund  may  invest  its  assets  in  foreign  securities  to the  indicated
percentage of its assets:
o    European   Equity,    International,    International   Emerging   Markets,
     International SmallCap and Pacific Basin Funds - 100%;
o    Partners Aggressive Growth,  Partners LargeCap Growth and Real Estate Funds
     - 25%;
o    Balanced,  Blue Chip, Bond, Capital Value, Growth, High Yield, Limited Term
     Bond, MidCap, SmallCap and Utilities Funds - 20%; and
o    LargeCap Stock Index and Partners MidCap Growth Funds - 10%.

The Cash Management Fund does not invest in foreign  securities other than those
that are U.S. 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.

Foreign  companies may not be subject to the same uniform  accounting,  auditing
and  financial  reporting  practices  as are  required  of  U.S.  companies.  In
addition,  there  may be less  publicly  available  information  about a foreign
company than about a U.S. company. Securities of many foreign companies are less
liquid  and  more  volatile  than  securities  of  comparable  U.S.   companies.
Commissions on foreign  securities  exchanges may be generally higher than those
on U.S.  exchanges,  although each Fund seeks the most  favorable net results on
its portfolio transactions.

Foreign  markets also have different  clearance and settlement  procedures  than
those in U.S. markets. In certain markets there have been times when settlements
have been unable to keep pace with the volume of securities transactions, making
it difficult to conduct these transactions. Delays in settlement could result in
temporary periods when a portion of Fund assets are not invested and are earning
no  return.  If a Fund is  unable to make  intended  security  purchases  due to
settlement problems, the Fund may miss attractive investment  opportunities.  In
addition,  a Fund may incur a loss as a result of a decline  in the value of its
portfolio if it is unable to sell a security.

With  respect  to  certain  foreign  countries,  there  is  the  possibility  of
expropriation  or confiscatory  taxation,  political or social  instability,  or
diplomatic  developments  that  could  affect  a  Fund's  investments  in  those
countries.  In addition,  a Fund may also suffer losses due to  nationalization,
expropriation or differing accounting  practices and treatments.  Investments in
foreign securities are subject to laws of the foreign country that may limit the
amount and types of foreign  investments.  Changes of governments or of economic
or  monetary  policies,  in the U.S.  or  abroad,  changes in  dealings  between
nations,  currency  convertibility  or exchange rates could result in investment
losses for a Fund.  Finally,  even though certain  currencies may be convertible
into U.S. dollars, the conversion rates may be artificial relative to the actual
market values and may be unfavorable to Fund investors.

Foreign  securities  are  often  traded  with less  frequency  and  volume,  and
therefore  may have greater  price  volatility,  than is the case with many U.S.
securities. Brokerage commissions,  custodial services, and other costs relating
to investment in foreign countries are generally more expensive than in the U.S.
Though the Funds intend to acquire the securities of foreign issuers where there
are public trading markets,  economic or political turmoil in a country in which
a  Fund  has a  significant  portion  of  its  assets  or  deterioration  of the
relationship  between the U.S. and a foreign  country may negatively  impact the
liquidity of a Fund's  portfolio.  The Fund may have difficulty  meeting a large
number  of  redemption  requests.  Furthermore,  there  may be  difficulties  in
obtaining or enforcing judgments against foreign issuers.

A Fund may  choose  to  invest in a foreign  company  by  purchasing  depositary
receipts.  Depositary  receipts  are  certificates  of  ownership of shares in a
foreign  based issuer held by a bank or other  financial  institution.  They are
alternatives  to  purchasing  the  underlying  security  but are  subject to the
foreign securities to which they relate.

Investments in companies of developing  countries may be subject to higher risks
than investments in companies in more developed countries.  These risks include:
o    increased social, political and economic instability;
o    a smaller  market for these  securities  and low or  nonexistent  volume of
     trading  that  results  in  a  lack  of  liquidity  and  in  greater  price
     volatility;
o    lack of publicly  available  information,  including reports of payments of
     dividends or interest on outstanding securities;
o    foreign  government  policies  that may restrict  opportunities,  including
     restrictions  on investment in issuers or  industries  deemed  sensitive to
     national interests;
o    relatively new capital market structure or market-oriented economy;
o    the possibility that recent favorable  economic  developments may be slowed
     or reversed by unanticipated political or social events in these countries;
o    restrictions  that may make it difficult or impossible for the Fund to vote
     proxies,  exercise  shareholder rights,  pursue legal remedies,  and obtain
     judgments in foreign courts; and
o    possible  losses  through the holding of securities in domestic and foreign
     custodial banks and depositories.

In addition, many developing countries have experienced substantial, and in some
periods,  extremely high rates of inflation for many years.  Inflation and rapid
fluctuations  in  inflation  rates have had and may  continue  to have  negative
effects on the economies and securities markets of those countries.

Repatriation  of  investment  income,  capital and  proceeds of sales by foreign
investors  may  require  governmental   registration  and/or  approval  in  some
developing  countries.  A Fund  could be  adversely  affected  by delays in or a
refusal  to  grant  any  required  governmental  registration  or  approval  for
repatriation.

Further,  the economies of developing  countries generally are heavily dependent
upon  international  trade and,  accordingly,  have been and may  continue to be
adversely affected by trade barriers,  exchange controls, managed adjustments in
relative currency values and other protectionist  measures imposed or negotiated
by the countries with which they trade.

Securities of Smaller Companies
The Funds may 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 company's  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 company's  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 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).
No turnover rate can be calculated for the Cash  Management  Fund because of the
short  maturities of the  securities in which it invests.  No turnover rates are
calculated  for the Funds which have been in existence  for less than six months
(European  Equity,  LargeCap  Stock Index,  Pacific Basin,  Partners  Aggressive
Growth,  Partners  LargeCap Growth and Partners  MidCap Growth Funds).  Turnover
rates  for  each  of the  other  Funds  may be  found  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 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 various  Sub-Advisors  for  portfolio  management
functions for certain Funds.  The Manager  compensates  the  Sub-Advisor for its
services as provided in the sub-advisory agreement.

The Manager is an indirect subsidiary of Principal Financial Services,  Inc. and
has managed  mutual  funds since 1969.  As of December  31,  1999,  the funds it
managed had assets of  approximately  $6.42  billion.  The Manager's  address is
Principal Financial Group, Des Moines, Iowa 50392-0200.

The Sub-Advisors

Funds:              Balanced,  Blue Chip, Capital Value,  Government  Securities
                    Income,   Growth,   International,   International  Emerging
                    Markets,   International  SmallCap,  LargeCap  Stock  Index,
                    Limited Term Bond, MidCap, SmallCap, and Utilities.

Sub-Advisor:        Invista, an indirectly  wholly-owned subsidiary of Principal
                    Life Insurance Company and an affiliate of the Manager,  was
                    founded in 1985. It manages  investments  for  institutional
                    investors, including Principal Life. Assets under management
                    as of December 31, 1999 were  approximately  $35.3  billion.
                    Invista's address is 1800 Hub Tower, 699 Walnut, Des Moines,
                    Iowa 50309.

Fund:               European Equity and Pacific Basin
Sub-Advisor:        BT is an  indirectly  wholly  owned  subsidiary  of BT Funds
                    Management  Limited  ("BTFM") and a member of the  Principal
                    Financial Group. Its address is The Chifley Tower, 2 Chifley
                    Square,  Sydney 2000  Australia.  As of January 2000, BT had
                    approximately  $24 billion  under  management  for more than
                    410,000  institutional  and  individual  clients.   Offering
                    institutional investment products since the early 1970s, BT,
                    together  with  BTFM,  manages  all asset  classes  from its
                    headquarters  in  Sydney,   Australia.  It  has  specialized
                    expertise in European and Asian regional  equity  portfolios
                    as  well  as  global   equities,   global   and   Australian
                    fixed-income securities,  currency management and Australian
                    real estate.

Fund:               Partners Aggressive Growth
Sub-Advisor:        Morgan Stanley, with principal offices at 1221 Avenue of the
                    Americas,  New York,  NY 10020,  provides  a broad  range of
                    portfolio  management  services to customers in the U.S. and
                    abroad.  As of December 31, 1999,  Morgan Stanley,  together
                    with   its   affiliated   institutional   asset   management
                    companies, managed investments totaling approximately $184.9
                    billion as named fiduciary or fiduciary adviser. On December
                    1, 1998,  Morgan Stanley Assets  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.

Fund:               Partners LargeCap Growth
Sub-Advisor:        Duncan-Hurst  was  founded  in  1990.  Its  address  is 4365
                    Executive  Drive,  Suite 1520,  San Diego,  CA 92121.  As of
                    December   31,   1999,   Duncan-Hurst   managed   assets  of
                    approximately  $5.9 billion for institutional and individual
                    investors.

Fund:               Partners MidCap Growth
Sub-Advisor:        Turner was  founded in 1990.  Its  address is 1235  Westlake
                    Drive,  Suite 350, Berwyn, PA 1931. As of December 31, 1999,
                    Turner had discretionary  management  authority with respect
                    to approximately $5.7 billion in assets.

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

The Manager is paid a fee by the Fund for its services,  which  includes any fee
paid to the  Sub-Advisor.  The fee  paid by each  Fund (as a  percentage  of the
average daily net assets) for the fiscal year ended October 31, 1999 was:

<TABLE>
<S>                                                  <C>          <C>                                         <C>
         Balanced                                    0.58%        International Emerging Markets              1.25%
         Blue Chip                                   0.46%        International SmallCap                      1.20%
         Bond                                        0.48%        Limited Term Bond                           0.50%
         Capital Value                               0.37%        MidCap                                      0.56%
         Cash Management                             0.44%        Real Estate                                 0.90%
         Government Securities Income                0.45%        SmallCap                                    0.85%
         Growth                                      0.38%        Tax-Exempt Bond                             0.46%
         High Yield                                  0.60%        Utilities                                   0.59%
         International                               0.68%
</TABLE>

Each Fund and the Manager,  under an order received from the SEC, may enter into
and materially amend agreements with Sub-Advisors without obtaining  shareholder
approval. For any Fund that is relying on the order, the Manager may:
o    hire one or more Sub-Advisors;
o    change Sub-Advisors; and
o    reallocate management fees between itself and Sub-Advisors.
The Manager will continue to have the ultimate responsibility for the investment
performance of these Accounts due to its responsibility to oversee  Sub-Advisors
and recommend their hiring,  termination and  replacement.  No Fund will rely on
the order until it receives approval from:
o    its shareholder; or
o    in the case of a new Fund, the Fund's sole initial  shareholder  before the
     Fund is available to the public, and the Fund states in its prospectus that
     it  intends  to rely on the  order.  The  Manager  will not  enter  into an
     agreement with an affiliated Sub-Advisor without that agreement,  including
     the  compensation  to be paid  under  it,  being  similarly  approved.  The
     Partners  Aggressive  Growth,  Partners LargeCap Growth and Partners MidCap
     Growth Funds have received the necessary shareholder approval and intend to
     rely on the order.

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 your order to buy or
sell  shares is  received,  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>
<CAPTION>
     Funds                                           Record Date                           Payable Date
     --------------------------------------------------------------------------------------------------
<S>                                                  <C>                                   <C>
     Balanced,                                       three business days before            March 24, June 24,
     Real Estate and                                 each payable date                     September 24 and December 24
     Utilities                                                                             (or previous business day)

     Blue Chip                                       three business days before            June 24 and December 24
                                                     each payable date                     (or previous business day)

     Capital Value, European Equity,                 three business days before            December 24
     Growth, International, International            each payable date                     (or previous business day)
     Emerging Markets, International
     SmallCap, LargeCap Stock Index
     MidCap, Pacific Basin, Partners
     Aggressive Growth, Partners
     LargeCap Growth, Partners Midcap
     Growth and SmallCap

     Bond, Government Securities                     three business days before            monthly on the 24th
     Income, High Yield, Limited                     each payable date                     (or previous business day)
     Term Bond and Tax-Exempt 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 its 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 the 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 application* completely.  You must include:
o    the name(s) you want to appear on the account;
o    your choice of Class A, Class B or Class C shares;
o    the amount of the investment;
o    your Social Security number or Taxpayer I.D. number; and
o    other  required  information  (may  include  corporate  resolutions,  trust
     agreements, etc.).

     * An application is included with this prospectus.  A different application
       is needed for a Principal Mutual Fund IRA, 403(b),  SEP, SIMPLE,  SAR-SEP
       or  certain   employee   benefit  plans.   Call  Principal  Mutual  Funds
       (1-800-247-4123) for more information.

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. However, if your subsequent investments
are made using an Automatic Investment Plan, the investment minimum is $50 ($100
for the Cash Management Fund).

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;  retirement  plans  qualified  under
         Internal   Revenue  Code  Section  401(a);   payroll   deduction  plans
         submitting  contributions in an electronic  format devised and approved
         by Princor; Principal Mutual Fund asset allocation programs;  Automatic
         Investment Plans; and Cash Management Accounts.

Class B and Class C shares of the Cash  Management Fund may be purchased only by
exchange from other Fund accounts in the same share class.

In order for us to process your  purchase  order on the day it is  received,  we
must receive the order (with complete information):
o    on a day that the New York Stock Exchange (NYSE) is open; and
o    prior to the close of trading on the NYSE (normally 3 p.m. Central Time).

Orders received after the close of the NYSE or on days that the NYSE is not open
will be processed on the next day that the NYSE is open for normal trading.

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  paperwork,  completed in a manner
     acceptable to us.

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    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    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 a Direct Deposit Plan
Direct Deposit allows you to deposit  automatically all or part of your paycheck
(or  government   allotment)  to  your  Principal  Mutual  Fund  account(s).
o    Availability of this service must be approved by your payroll department.
o    Have  your   Registered   Representative   call   Principal   Mutual  Funds
     (1-800-247-4123)  for an account  number,  Automated  Clearing  House (ACH)
     instructions and the form needed to establish Direct Deposit.
o    Give  the  Direct  Deposit  Authorization  Form  to  your  employer  or the
     governmental agency (either of which may charge a fee for this service).
o    Shares will be  purchased  on the day the ACH  notification  is received by
     Norwest Bank Iowa, N.A.
o    On  days  when  the  NYSE  is  closed,  but  the  bank  receiving  the  ACH
     notification  is open,  your purchase will be priced at the next calculated
     share price.

Establish an Automatic Investment Plan
o    Make regular monthly  investments with automatic  deductions from your bank
     or other financial institution account.
o    The  minimum  initial  investment  is  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 to only 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 REDEEM (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). A
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.

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, you may reinvest the amount of the sale
proceeds into any Principal  Mutual Funds' Class A shares without a sales charge
if the shares that were sold were:
o    Class A shares on which a sales charge was paid;
o    Class A shares acquired by conversion of Class B shares; or
o    Class B or Class C shares on which a CDSC was paid.
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 (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    The address on the 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 the close of
     normal trading on the New York Stock Exchange  (generally 3:00 p.m. Central
     Time).
o    Telephone  redemption  privileges  are NOT available  for Principal  Mutual
     Funds IRAs, 403(b)s,  SEPs, SIMPLES,  SAR-SEPs, or 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.
     *   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. The 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 plans
You may set up a periodic withdrawal plan on a monthly, quarterly, semiannual or
annual basis to:
o    sell a fixed number of shares ($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    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 balance is zero.

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.

Sales may be subject  to a CDSC.  Up to 10% of the value of a Class B or Class C
share  account may be withdrawn  annually  free of a CDSC. If the plan is set up
when the account is opened, 10% of the value of additional purchases made within
60 days may also be withdrawn  free of a CDSC.  The amount of the 10% withdrawal
privilege is reset as of the last business day of December of each year based on
the account's value as of that day.

Withdrawal  payments are sent on or before the third business day after the date
of the sale. It may take an additional  three  business days for your  financial
institution to post this payment to your account at that financial institution.

Sales made under your periodic  withdrawal  plan will reduce and may  eventually
exhaust your account. The Funds do not normally accept purchase payments 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.  The
portion  of sales  proceeds  from the  Tax-Exempt  Bond  Fund  which  represents
tax-exempt income which has been accrued but not declared a dividend by the Fund
may be taxed at capital gain rates.

HOW TO EXCHANGE SHARES AMONG PRINCIPAL MUTUAL FUNDS

Your shares in the Funds  (except  Class A shares of Cash  Management,  LargeCap
Stock Index and Limited Term Bond Funds) may be exchanged without a sales charge
for the same class of any other  Principal  Mutual Fund.  After 90 days of their
purchase, Class A shares of LargeCap Stock Index and Limited Term Bond Funds may
be exchanged into Class A shares of the other Principal Mutual Funds. The 90 day
holding period  requirement is waived if your purchase of Limited Term Bond Fund
shares is made through our Principal Path for Income program.

Class A shares  of the Cash  Management  Fund  may be  exchanged  into
o    Class A shares of other Principal Mutual Funds.
     o   If the Cash Management shares were acquired by direct purchase, a sales
         charge will be imposed on the exchange into other Class A shares.
     o   If the Cash Management  shares were acquired by (i) exchange from other
         Funds,  (ii)  conversion  of Class B shares  or (iii)  reinvestment  of
         dividends earned on Class A shares that were acquired through exchange,
         no sales  charge  will be imposed on the  exchange  into other  Class A
         shares.
o    Class B or Class C shares of other Principal  Mutual Funds - subject to the
     CDSC.

The CDSC, if any, is not charged on exchanges. However, the purchase date of the
exchanged  shares and the CSDC table are used to determine if the newly acquired
shares are subject to the CDSC (and the amount of the CDSC if any) when they are
sold.

You may exchange shares by:
o    calling  us  (1-800-247-4123),  if you  have  telephone  privileges  on the
     account and if 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    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 balance is zero.

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
     requirements 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.
o    For an exchange to be  effective  the day we receive your  instruction,  we
     must receive the instruction  before the close of normal trading on the New
     York Stock Exchange (generally 3 p.m. Central Time).

When money is  exchanged or  transferred  from one account  registration  or tax
identification number to another, the account holder is relinquishing his or her
rights to the money.  Therefore  exchanges and transfers can only be accepted by
telephone if the exchange (transfer) is between:
o    accounts with identical ownership;
o    an account with a single owner to one with joint  ownership if the owner of
     the single owner account is also an owner of the jointly owned account;
o    a single  owner to a UTMA  account  if the  owner of the  single  ownership
     account is also the custodian on the UTMA account; or
o    a single or jointly  owned account to an IRA account to fund the yearly IRA
     contribution  of the owner  (or one of the  owners in the case of a jointly
     owned account).

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 any 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  (and state)  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 you  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    are purchases under an Automatic Investment Plan;
     o    are sales under a periodic withdrawal plan; and
     o    are 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.

Principal  Mutual  Fund  401(a)  plan  participants  will  receive   semi-annual
statements which detail account  activity.  If you need  information  about your
account(s)  at other  times,  you may:
o    call us at  1-800-247-4123,  our office  generally  is open Monday  through
     Friday between 7 a.m. and 7 p.m. Central Time;
o    call our  PrinCall(R)  line 24 hours a day at  1-800-421-2298;  or o access
     your account on the internet at www.principal.com.

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,  checkwriting and/or wire privileges
     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 exchange or transfer among accounts with different ownerships.

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 the 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 Fund  reserves  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 Instructions
The Funds reserve the right to refuse telephone instructions. You are liable for
a loss  resulting  from a fraudulent  telephone  instruction  that we reasonably
believe is genuine.  We 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.

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



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                                                  1999        1998         1997         1996       1995
---------------------------------------------------------------------------------------------         ----       ----
<S>                                                         <C>          <C>           <C>          <C>        <C>
Net Asset Value, Beginning of Period...................       $15.28       $15.11      $14.61       $13.74       $12.43
Income from Investment Operations:
   Net Investment Income...............................          .40          .42         .35          .38          .41
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................          .34         1.15        1.81         1.59         1.31

                       Total from Investment Operations          .74         1.57        2.16         1.97         1.72
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.44)        (.37)       (.36)        (.43)        (.36)
   Distributions from Capital Gains....................         (.45)       (1.03)      (1.30)        (.67)        (.05)

                      Total Dividends and Distributions         (.89)       (1.40)      (1.66)       (1.10)        (.41)

Net Asset Value, End of Period.........................       $15.13       $15.28      $15.11       $14.61       $13.74

Total Return(b) .......................................        4.85%       11.00%       15.88%       15.10%     14.18%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $112,329     $104,414      $85,436      $70,820    $57,125
   Ratio of Expenses to Average Net Assets.............        1.28%        1.28%        1.33%        1.28%      1.37%
   Ratio of Net Investment Income to
     Average Net Assets................................        2.67%        2.86%        2.42%        2.82%      3.21%
   Portfolio Turnover Rate.............................        24.2%        57.0%        27.6%        32.6%      35.8%


PRINCIPAL BALANCED FUND, INC.(a)
Class B shares                                                  1999        1998         1997         1996        1995(c)
---------------------------------------------------------------------------------------------         ---- -----------
Net Asset Value, Beginning of Period...................       $15.22       $15.05      $14.56       $13.71       $11.80
Income from Investment Operations:
   Net Investment Income...............................          .29          .31         .25          .29          .31
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................          .32         1.14        1.79         1.55         1.90

                       Total from Investment Operations          .61         1.45        2.04         1.84         2.21
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.32)        (.25)       (.25)        (.32)        (.30)
   Distributions from Capital Gains....................         (.45)       (1.03)      (1.30)        (.67)        --

                      Total Dividends and Distributions         (.77)       (1.28)      (1.55)        (.99)        (.30)

Net Asset Value, End of Period.........................       $15.06       $15.22      $15.05       $14.56       $13.71

Total Return(b) .......................................        4.02%       10.18%       14.96%       14.10%      18.72%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $23,570      $18,930      $11,885       $5,964      $1,263
   Ratio of Expenses to Average Net Assets.............        2.02%        2.04%        2.14%        2.13%       1.91%(e)
   Ratio of Net Investment Income to
     Average Net Assets................................        1.93%        2.08%        1.58%        1.93%       2.53%(e)
   Portfolio Turnover Rate.............................        24.2%        57.0%        27.6%        32.6%       35.8%(e)



PRINCIPAL BALANCED FUND, INC.(a)
Class C shares                                                 1999(f)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $15.94
Income from Investment Operations:
   Net Investment Income...............................          .07
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         (.81)

                       Total from Investment Operations         (.74)
Less Dividends:
   Dividends from Net Investment Income................         (.07)

                                        Total Dividends         (.07)

Net Asset Value, End of Period.........................       $15.13

Total Return(b) .......................................      (4.67)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............        $242
   Ratio of Expenses to Average Net Assets.............       2.11%(e)
   Ratio of Net Investment Income to
     Average Net Assets................................       1.78%(e)
   Portfolio Turnover Rate.............................       24.2%(e)



PRINCIPAL BLUE CHIP FUND, INC.(a)
Class A shares                                                 1999         1998         1997         1996        1995
-------------------------------------------------------------------  ------------------------         ----        ----
Net Asset Value, Beginning of Period...................       $21.71       $20.22      $17.10       $15.03       $12.45
Income from Investment Operations:
   Net Investment Income...............................          .15          .12         .21          .23          .24
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         3.53         3.57        3.58         2.45         2.55

                       Total from Investment Operations         3.68         3.69        3.79         2.68         2.79
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.14)        (.12)       (.21)        (.26)        (.21)
   Distributions from Capital Gains....................         --          (2.08)       (.46)        (.35)        --

                      Total Dividends and Distributions         (.14)       (2.20)       (.67)        (.61)        (.21)

Net Asset Value, End of Period.........................       $25.25       $21.71      $20.22       $17.10       $15.03

Total Return(b) .......................................       17.00%       19.48%       22.57%       18.20%     22.65%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $184,217     $126,740      $79,985      $44,389    $35,212
   Ratio of Expenses to Average Net Assets.............        1.26%        1.31%        1.30%        1.33%      1.38%
   Ratio of Net Investment Income to
     Average Net Assets................................         .63%         .57%        1.10%        1.41%      1.83%
   Portfolio Turnover Rate.............................        16.4%          .5%        55.4%        13.3%       26.1%


PRINCIPAL BLUE CHIP FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(c)
-------------------------------------------------------------------  ------------------------         ---- -----------
Net Asset Value, Beginning of Period...................       $21.55       $20.14      $17.03       $14.99       $11.89
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............         (.02)        (.02)        .07          .11          .15
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         3.48         3.53        3.54         2.41         3.10

                       Total from Investment Operations         3.46         3.51        3.61         2.52         3.25
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.01)        (.02)       (.04)        (.13)        (.15)
   Distributions from Capital Gains....................         --          (2.08)       (.46)        (.35)        --

                      Total Dividends and Distributions         (.01)       (2.10)       (.50)        (.48)        (.15)

Net Asset Value, End of Period.........................       $25.00       $21.55      $20.14       $17.03       $14.99

Total Return(b) .......................................       16.09%       18.59%       21.59%       17.18%      26.20%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $56,493      $34,223      $18,265       $6,527      $1,732
   Ratio of Expenses to Average Net Assets.............        2.04%        2.02%        2.06%        2.19%       1.90%(e)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................       (.15)%`      (.14)%         .32%         .49%        .97%(e)
   Portfolio Turnover Rate.............................        16.4%          .5%        55.4%        13.3%       26.1%(e)



PRINCIPAL BLUE CHIP FUND, INC.(a)
Class C shares                                                 1999(f)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $25.50
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............         (.03)
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         (.30)

                       Total from Investment Operations         (.33)

Net Asset Value, End of Period.........................       $25.17

Total Return(b) .......................................      (1.29)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............         $331
   Ratio of Expenses to Average Net Assets.............        2.27%(e)
   Ratio of Net Investment Income (Operating Loss)
      to Average Net Assets............................       (.72)%(e)
   Portfolio Turnover Rate.............................        16.4%(e)



PRINCIPAL CAPITAL VALUE FUND, INC.(a)
Class A shares                                                 1999         1998         1997         1996       1995
---------------------------------------------------------------------------------------------         ----       ----
Net Asset Value, Beginning of Period...................       $31.07       $29.69      $27.72       $23.69       $20.83
Income from Investment Operations:
   Net Investment Income...............................          .52          .50         .50          .45          .45
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................          .45         3.88        5.80         5.48         3.15

                       Total from Investment Operations          .97         4.38        6.30         5.93         3.60
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.51)        (.53)       (.48)        (.43)        (.39)
   Distributions from Capital Gains....................        (1.95)       (2.47)      (3.85)       (1.47)        (.35)

                      Total Dividends and Distributions        (2.46)       (3.00)      (4.33)       (1.90)        (.74)

Net Asset Value, End of Period.........................       $29.58       $31.07      $29.69       $27.72       $23.69

Total Return(b) .......................................        3.00%       15.59%       25.36%       26.41%     17.94%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $573,485     $565,052      $494,444     $435,617   $339,656
   Ratio of Expenses to Average Net Assets.............         .75%         .74%         .70%         .69%       .75%
   Ratio of Net Investment Income to
     Average Net Assets................................        1.73%        1.67%        1.85%        1.82%       2.08%
   Portfolio Turnover Rate.............................        44.5%        23.2%        30.8%        50.2%      46.0%


PRINCIPAL CAPITAL VALUE FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(c)
---------------------------------------------------------------------------------------------         -----       ----
Net Asset Value, Beginning of Period...................       $30.90      $29.51       $27.58       $23.61      $19.12
Income from Investment Operations:
   Net Investment Income...............................          .29         .26          .23          .21         .33
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................          .44        3.86         5.77         5.45        4.46

                       Total from Investment Operations          .73        4.12         6.00         5.66        4.79
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.27)        (.26)       (.22)        (.22)        (.30)
   Distributions from Capital Gains....................        (1.95)       (2.47)      (3.85)       (1.47)       --

                      Total Dividends and Distributions        (2.22)       (2.73)      (4.07)       (1.69)        (.30)

Net Asset Value, End of Period.........................       $29.41       $30.90      $29.51       $27.58       $23.61

Total Return(b) .......................................        2.24%       14.71%       24.13%       25.19%      25.06%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $53,169      $44,765      $27,240       $9,832      $2,248
   Ratio of Expenses to Average Net Assets.............        1.52%        1.52%        1.65%        1.70%       1.50%(e)
   Ratio of Net Investment Income to
     Average Net Assets................................         .96%         .88%         .84%         .80%       1.07%(e)
   Portfolio Turnover Rate.............................        44.5%        23.2%        30.8%        50.2%       46.0%(e)




PRINCIPAL CAPITAL VALUE FUND, INC.(a)
Class C shares                                                 1999(f)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $31.81
Income from Investment Operations:
   Net Investment Income...............................          .01
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................        (2.37)

                       Total from Investment Operations        (2.36)

Net Asset Value, End of Period.........................       $29.45

Total Return(b) .......................................      (7.42)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............         $211
   Ratio of Expenses to Average Net Assets.............        2.07%(e)
   Ratio of Net Investment Income to
     Average Net Assets................................         .23%(e)
   Portfolio Turnover Rate.............................        44.5%(e)



PRINCIPAL GROWTH FUND, INC.(a)
Class A shares                                                 1999         1998         1997         1996       1995
-------------------------------------------------------------------  ------------------------         ----       ----
Net Asset Value, Beginning of Period...................       $56.09      $50.43       $39.54       $37.22     $31.14
Income from Investment Operations:
   Net Investment Income...............................          .21         .35          .31          .35        .35
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         9.56        7.14        11.26         3.50       6.67

                       Total from Investment Operations         9.77        7.49        11.57         3.85       7.02
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.30)        (.34)       (.31)        (.35)        (.31)
   Distributions from Capital Gains....................         --          (1.49)       (.37)       (1.18)        (.63)

                      Total Dividends and Distributions         (.30)       (1.83)       (.68)       (1.53)        (.94)

Net Asset Value, End of Period.........................       $65.57       $56.09      $50.43       $39.54       $37.22

Total Return(b) .......................................       17.46%       15.17%       29.55%       10.60%     23.29%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $493,117     $395,954      $317,386     $228,361   $174,328
   Ratio of Expenses to Average Net Assets.............         .89%         .95%        1.03%        1.08%      1.16%
   Ratio of Net Investment Income to
     Average Net Assets................................         .33%         .66%         .68%         .95%       1.12%
   Portfolio Turnover Rate.............................        32.4%        21.9%        16.5%         1.8%      12.2%


PRINCIPAL GROWTH FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(c)
---------------------------------------------------------------------------------------------         ---- -----------
Net Asset Value, Beginning of Period...................       $55.98      $50.36       $39.43       $37.10      $28.33
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............         (.17)        .06          .09          .08         .21
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         9.55        7.14        11.23         3.48        8.76

                       Total from Investment Operations         9.38        7.20        11.32         3.56        8.97
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.03)        (.09)       (.02)        (.05)        (.20)
   Distributions from Capital Gains....................         --          (1.49)       (.37)       (1.18)        --

                      Total Dividends and Distributions         (.03)       (1.58)       (.39)       (1.23)        (.20)

Net Asset Value, End of Period.........................       $65.33       $55.98      $50.36       $39.43       $37.10

Total Return(b) .......................................       16.75%       14.58%       28.92%        9.80%      31.48%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $96,116      $64,809      $42,241      $24,019      $8,279
   Ratio of Expenses to Average Net Assets.............        1.50%       1.46%         1.48%        1.79%       1.80%(e)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................       (.28)%        .15%          .23%         .22%        .31%(e)
   Portfolio Turnover Rate.............................        32.4%       21.9%         16.5%         1.8%       12.2%(e)


PRINCIPAL GROWTH FUND, INC.(a)
Class C shares                                                 1999(f)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $67.89
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............         (.07)
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................        (2.48)

                       Total from Investment Operations        (2.55)

Net Asset Value, End of Period.........................       $65.34

Total Return(b) .......................................      (3.75)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............         $452
   Ratio of Expenses to Average Net Assets.............        1.85%(e)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................       (.58)%(e)
   Portfolio Turnover Rate.............................        32.4%(e)



PRINCIPAL MIDCAP FUND, INC.(a)
Class A shares                                                 1999         1998         1997         1996        1995
-------------------------------------------------------------------  ------------------------         ----        ----
Net Asset Value, Beginning of Period...................       $39.90      $45.33       $35.75       $31.45     $25.08
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............         (.06)      (.07)          .07          .14        .12
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         2.28      (4.26)        10.80         5.05       6.45

                       Total from Investment Operations         2.22        (4.33)      10.87         5.19         6.57
Less Dividends and Distributions:
   Dividends from Net Investment Income                         --          --           (.11)        (.14)        (.06)
   Distributions from Capital Gains....................         --          (1.10)      (1.18)        (.75)        (.14)

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

Net Asset Value, End of Period.........................       $42.12      $39.90       $45.33       $35.75     $31.45

Total Return(b) .......................................        5.56%      (9.78)%       31.26%       16.89%     26.89%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $313,984     $332,942      $346,666     $229,465    $150,611
   Ratio of Expenses to Average Net Assets.............        1.22%        1.22%        1.26%        1.32%      1.47%
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................       (.17)%       (.14)%         .20%         .46%        .47%
   Portfolio Turnover Rate.............................        59.9%        25.1%         9.5%        12.3%      13.5%


PRINCIPAL MIDCAP FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(c)
-------------------------------------------------------------------  ------------------------         ---- -----------
Net Asset Value, Beginning of Period...................       $39.29       $44.88      $35.48       $31.31       $23.15
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............         (.28)        (.23)       (.05)        (.04)        --
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         2.28        (4.26)      10.64         4.97         8.18

                       Total from Investment Operations         2.00        (4.49)      10.59         4.93         8.18
Less Dividends and Distributions:
   Dividends from Net Investment Income................         --           --          (.01)        (.01)        (.02)
   Distributions from Capital Gains....................         --          (1.10)      (1.18)        (.75)        --

                      Total Dividends and Distributions         --          (1.10)      (1.19)        (.76)        (.02)

Net Asset Value, End of Period.........................       $41.29       $39.29      $44.88       $35.48       $31.31

Total Return(b) .......................................        5.09%     (10.24)%       30.64%       16.07%      35.65%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $68,639      $68,358      $59,554      $28,480      $8,997
   Ratio of Expenses to Average Net Assets.............        1.67%        1.73%        1.69%        2.01%       2.04%(e)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................       (.62)%       (.66)%       (.24)%       (.24)%      (.17)%(e)
   Portfolio Turnover Rate.............................        59.9%        25.1%         9.5%        12.3%       13.5%(e)

PRINCIPAL MIDCAP FUND, INC.(a)
Class C shares                                                 1999(f)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $45.79
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............         (.11)
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................        (3.72)

                       Total from Investment Operations        (3.83)

Net Asset Value, End of Period.........................       $41.96

Total Return(b) .......................................      (8.36)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............         $222
   Ratio of Expenses to Average Net Assets.............        2.25%(e)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (1.14)%(e)
   Portfolio Turnover Rate.............................        59.9%(e)



PRINCIPAL REAL ESTATE FUND, INC.
Class A shares                                                 1999         1998(g)
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period...................        $8.39       $10.15
Income from Investment Operations:
   Net Investment Income...............................          .31          .20
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         (.67)       (1.76)

                       Total from Investment Operations         (.36)       (1.56)
Less Dividends:
   Dividends from Net Investment Income................         (.30)        (.20)

                                        Total Dividends         (.30)        (.20)

Net Asset Value, End of Period.........................        $7.73        $8.39

Total Return(b) .......................................      (4.38)%     (15.45)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............       $6,459       $5,490
   Ratio of Expenses to Average Net Assets.............        2.19%        2.25%(e)
   Ratio of Net Investment Income to
     Average Net Assets................................        3.77%        2.89%(e)
   Portfolio Turnover Rate.............................        55.1%        60.4%(e)


PRINCIPAL REAL ESTATE FUND, INC.
Class B shares                                                 1999         1998(g)
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period...................        $8.38       $10.15
   Net Investment Income...............................          .24          .20
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         (.66)       (1.78)

                       Total from Investment Operations         (.42)       (1.58)
Less Dividends:
   Dividends from Net Investment Income................         (.25)        (.19)

                                        Total Dividends         (.25)        (.19)

Net Asset Value, End of Period.........................        $7.71       $ 8.38

Total Return(b) .......................................      (5.10)%     (15.67)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............       $3,351       $3,120
   Ratio of Expenses to Average Net Assets.............        2.98%       2.47% (e)
   Ratio of Net Investment Income to
     Average Net Assets................................        2.98%        2.67%(e)
   Portfolio Turnover Rate.............................        55.1%        60.4%(e)


PRINCIPAL REAL ESTATE FUND, INC.
Class C shares                                                 1999(f)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................        $8.66
Income from Investment Operations:
   Net Investment Income...............................          .06
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         (.94)

                       Total from Investment Operations         (.88)
Less Dividends:
   Dividends from Net Investment Income................         (.06)
---                                                    ---------

                                        Total Dividends         (.06)

Net Asset Value, End of Period.........................        $7.72

Total Return(b) .......................................     (10.21)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............          $99
   Ratio of Expenses to Average Net Assets.............        3.13%(e)
   Ratio of Net Investment Income to
     Average Net Assets................................        2.00%(e)
   Portfolio Turnover Rate.............................        55.1%(e)



PRINCIPAL SMALLCAP FUND, INC.
Class A shares                                                 1999         1998(g)
-------------------------------------------------------------------  -----------
Net Asset Value, Beginning of Period...................        $8.43        $9.92
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............         (.11)        (.08)
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         3.02        (1.41)

                       Total from Investment Operations         2.91        (1.49)

Net Asset Value, End of Period.........................       $11.34        $8.43

Total Return(b) .......................................       34.52%     (15.95)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $41,598      $18,438
   Ratio of Expenses to Average Net Assets.............        1.92%        2.58%(e)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (1.04)%      (1.65)%(e)
   Portfolio Turnover Rate.............................       100.7%        20.5%(e)



PRINCIPAL SMALLCAP FUND, INC.
Class B shares                                                 1999         1998(g)
-------------------------------------------------------------------  -----------
Net Asset Value, Beginning of Period...................        $8.41        $9.91
   Net Investment Income (Operating Loss)..............         (.11)        (.11)
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         2.91        (1.39)

                       Total from Investment Operations         2.80        (1.50)

Net Asset Value, End of Period.........................       $11.21       $ 8.41

Total Return(b) .......................................       33.29%     (16.15)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $14,158       $6,550
   Ratio of Expenses to Average Net Assets.............        2.63%       2.80% (e)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................     (1.75)%       (1.85)%(e)
   Portfolio Turnover Rate.............................      100.7%        20.5% (e)


PRINCIPAL SMALLCAP FUND, INC.
Class C shares                                                 1999(f)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $11.14
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............         (.05)
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................          .22

                       Total from Investment Operations          .17

Net Asset Value, End of Period.........................       $11.31

Total Return(b) .......................................        1.53%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............         $189
   Ratio of Expenses to Average Net Assets.............        2.60%(e)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (1.79)%(e)
   Portfolio Turnover Rate.............................       100.7%(e)



PRINCIPAL UTILITIES FUND, INC.(a)
Class A shares                                                 1999        1998          1997         1996       1995
------------------------------------------------------------------------------- -------------         ----       ----
Net Asset Value, Beginning of Period...................       $16.11       $12.55      $11.40       $10.94        $9.25
Income from Investment Operations:
   Net Investment Income...............................          .33          .41(h)      .48(h)       .44(h)       .48(h)
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         2.00         3.59        1.12          .45         1.70

                       Total from Investment Operations         2.33         4.00        1.60          .89         2.18
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.34)        (.44)       (.45)        (.43)        (.49)
   Distributions from Capital Gains....................         (.24)        --          --           --           --

                      Total Dividends and Distributions         (.58)        (.44)       (.45)        (.43)        (.49)

Net Asset Value, End of Period.........................       $17.86       $16.11      $12.55       $11.40       $10.94

Total Return(b) .......................................       14.74%       32.10%       14.26%        8.13%      24.36%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $99,857      $83,533      $64,366      $66,322     $65,873
   Ratio of Expenses to Average Net Assets.............        1.20%        1.15%(h)     1.15%(h)     1.17%(h)    1.04%(h)
   Ratio of Net Investment Income to
     Average Net Assets................................        1.94%        2.73%        3.90%        3.85%       4.95%
   Portfolio Turnover Rate.............................        23.5%        11.9%        22.5%        34.2%      13.0%


PRINCIPAL UTILITIES FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(c)
-------------------------------------------------------------------  ------------------------         ---- -----------
Net Asset Value, Beginning of Period...................       $16.09       $12.53      $11.38       $10.93        $9.20
Income from Investment Operations:
   Net Investment Income...............................          .22          .30(h)      .38(h)       .36(h)       .40(h)
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         1.98         3.59        1.13          .43         1.77

                       Total from Investment Operations         2.20         3.89        1.51          .79         2.17
Less Dividends and Distributions:
   Dividends from Net Investment Income................         (.22)        (.33)       (.36)        (.34)        (.44)
   Distributions from Capital Gains....................         (.24)        --          --           --           --

                      Total Dividends and Distributions         (.46)        (.33)       (.36)        (.34)       (.44)

Net Asset Value, End of Period.........................       $17.83       $16.09      $12.53       $11.38       $10.93

Total Return(b) .......................................       13.85%       31.23%       13.41%        7.23%      24.18%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $18,282      $11,391       $6,937       $5,579      $3,952
   Ratio of Expenses to Average Net Assets.............        1.95%        1.90%(h)     1.90%(h)     1.93%(h)    1.72%(e)(h)
   Ratio of Net Investment Income to
     Average Net Assets................................        1.19%        2.04%        3.14%        3.07%       3.84%(e)
   Portfolio Turnover Rate.............................        23.5%        11.9%        22.5%        34.2%       13.0%(e)


PRINCIPAL UTILITIES FUND, INC.(a)
Class C shares                                                 1999(f)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $17.97
Income from Investment Operations:
   Net Investment Income...............................          .05
   Net Realized and Unrealized Gain (Loss)
     on Investments....................................         (.14)

                       Total from Investment Operations         (.09)
Less Dividends:
   Dividends from Net Investment Income................         (.04)

                                        Total Dividends         (.04)

Net Asset Value, End of Period.........................       $17.84

Total Return(b) .......................................       (.47)%(d)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............         $226
   Ratio of Expenses to Average Net Assets.............        2.05%(e)
   Ratio of Net Investment Income to
     Average Net Assets................................        1.08%(e)
   Portfolio Turnover Rate.............................        23.5%(e)

</TABLE>


Notes to Financial Highlights



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

<TABLE>
<CAPTION>
             Former 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 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.
</TABLE>

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

(c)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public, through October 31, 1995. The Domestic Growth Funds' Class B shares
     recognized net investment income as follows for the period from the initial
     purchase of Class B shares on December  5, 1994  through  December 8, 1994,
     none of which was distributed to the sole shareholder, Principal Management
     Corporation.  The Domestic Growth Funds' Class B shares incurred unrealized
     losses on investments  during the initial  interim period as follows.  This
     represents  Class B share  activities  of each  fund  prior to the  initial
     public offering of Class B shares:

                                                Per Share
                                              Net Investment       Per Share
                                                  Income       Unrealized (Loss)

     Principal Balanced Fund, Inc.               $--               $(.19)
     Principal Blue Chip Fund, Inc.               --                (.15)
     Principal Capital Value Fund, Inc.           --                (.46)
     Principal Growth Fund, Inc.                  --                (.86)
     Principal MidCap Fund, Inc.                  --                (.77)
     Principal Utilities Fund, Inc.               .01               (.01)

(d) Total return amounts have not been annualized.

(e) Computed on an annualized basis.

(f)  Period from June 30, 1999,  date Class C shares first offered to the public
     and the date of the initial  purchase of Class C Shares by  Principal  Life
     Insurance Company, through October 31, 1999.

(g)  Period  from  December  31,  1997,  date  Class A and Class B shares  first
     offered to the public,  through October 31, 1998. With respect to Principal
     Real Estate Fund,  Inc. Class A and Class B 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 B shares,  net  investment  income
     aggregating  $.02 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 B did distribute  $.01 per share a taxable return of
     capital 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 B shares  incurred  unrealized  gains  (losses)  on
     investments  during the initial interim period as follows.  This represents
     Class A and  Class B share  activities  of each fund  prior to the  initial
     public offering of each class of shares.

                                                     Per Share Unrealized
                                                         Gain (Loss)

                                                      Class        Class
                                                        A            B

        Principal Real Estate Fund, Inc.              $ .13        $ .13
        Principal SmallCap Fund, Inc.                  (.09)        (.09)

(h)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses 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:

<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>
                  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

                  Class B                    1998             .29               2.00%                9,557
                                             1997             .37               1.95%                3,753
                                             1996             .34               2.06%                6,690
                                             1995(c)          .40               1.81%(e)             1,338


<FN>
                  The Manager ceased its waiver of expenses October 31, 1998.
</FN>
</TABLE>



International Growth-Oriented Funds

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

<TABLE>
<CAPTION>
PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
Class A shares                                                 1999         1998         1997(a)
---------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>           <C>          <C>        <C>
Net Asset Value, Beginning of Period...................       $6.54        $8.29        $9.51
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............        (.03)        (.02)        (.01)
   Net Realized and Unrealized
     Gain (Loss) on Investments........................        2.05        (1.73)       (1.21)

                       Total from Investment Operations        2.02        (1.75)       (1.22)

Net Asset Value, End of Period.........................       $8.56        $6.54        $8.29

Total Return(b) .......................................      30.89%     (21.11)%     (10.18)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $13,401       $7,312       $5,039
   Ratio of Expenses to Average Net Assets.............       2.75%        3.31%        2.03%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (.35)%       (.36)%       (.32)%(d)
   Portfolio Turnover Rate.............................       95.8%        45.2%        21.4%(d)



PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
Class B shares                                                 1999         1998         1997(a)
---------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $6.52        $8.28        $9.51
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............        (.07)        (.05)        (.01)
   Net Realized and Unrealized
     Gain (Loss) on Investments........................        2.02        (1.71)       (1.22)

                       Total from Investment Operations        1.95        (1.76)       (1.23)

Net Asset Value, End of Period.........................       $8.47        $6.52        $8.28

Total Return(b) .......................................      29.91%      (21.26)%      (10.29)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............      $5,051       $3,275       $3,116
   Ratio of Expenses to Average Net Assets.............       3.57%        3.59%        2.16%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................     (1.12)%       (.69)%       (.46)%(d)
   Portfolio Turnover Rate.............................       95.8%        45.2%        21.4%(d)


PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.(f)
---------------------------------------------------
Class C shares                                                 1999(e)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $8.94
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............        (.06)
   Net Realized and Unrealized
     Gain (Loss) on Investments........................        (.34)

                       Total from Investment Operations        (.40)

Net Asset Value, End of Period.........................       $8.54

Total Return(b) .......................................     (4.47)%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............        $108
   Ratio of Expenses to Average Net Assets.............       3.52%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................     (2.24)%(d)
   Portfolio Turnover Rate.............................       95.8%(d)



PRINCIPAL INTERNATIONAL FUND, INC.(f)
Class A shares                                                 1999         1998         1997         1996       1995
-------------------------------------------------------------------  ------------------------         ----       ----
Net Asset Value, Beginning of Period...................       $9.20        $9.33        $8.14        $7.28      $7.44
Income from Investment Operations:
   Net Investment Income...............................         .13          .13          .09          .10        .08
   Net Realized and Unrealized
     Gain (Loss) on Investments........................        1.28          .04         1.52         1.17       (.02)

                       Total from Investment Operations        1.41          .17         1.61         1.27        .06
Less Dividends and Distributions:
   Dividends from Net Investment Income................        (.11)        (.10)        (.11)        (.08)      (.03)
   Distributions from Capital Gains....................        (.46)        (.20)        (.31)        (.33)      (.19)

                      Total Dividends and Distributions        (.57)        (.30)        (.42)        (.41)      (.22)

Net Asset Value, End of Period.........................      $10.04        $9.20        $9.33        $8.14      $7.28

Total Return(b) .......................................      16.18%        1.93%       20.46%       18.36%       1.03%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $338,144     $302,757      $281,158     $172,276   $126,554
   Ratio of Expenses to Average Net Assets.............       1.22%        1.25%        1.39%        1.45%      1.63%
   Ratio of Net Investment Income
     to Average Net Assets.............................       1.35%        1.45%        1.25%        1.43%       1.10%
   Portfolio Turnover Rate.............................       58.7%        38.7%        26.6%        23.8%      35.4%


PRINCIPAL INTERNATIONAL FUND, INC.(f)
Class B shares                                                 1999         1998         1997         1996        1995(g)
---------------------------------------------------------------------------------------------         ---- -----------
Net Asset Value, Beginning of Period...................       $9.14        $9.26        $8.07        $7.24       $6.71
Income from Investment Operations:
   Net Investment Income...............................         .06          .07          .03          .03         .05
   Net Realized and Unrealized
     Gain (Loss) on Investments........................        1.27          .04         1.51         1.15         .51

                       Total from Investment Operations        1.33          .11         1.54         1.18         .56
Less Dividends and Distributions:
   Dividends from Net Investment Income................        (.05)        (.03)        (.04)        (.02)      (.03)
   Distributions from Capital Gains....................        (.46)        (.20)        (.31)        (.33)        --

                      Total Dividends and Distributions        (.51)        (.23)        (.35)        (.35)       (.03)

Net Asset Value, End of Period.........................       $9.96        $9.14        $9.26        $8.07       $7.24

Total Return(b) .......................................      15.27%        1.27%       19.62%       17.16%       9.77%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $48,319      $41,676       $33,842      $15,745     $3,908
   Ratio of Expenses to Average Net Assets.............       1.90%        1.91%        2.17%        2.28%       2.19%(d)
   Ratio of Net Investment Income
     to Average Net Assets.............................        .67%         .77%         .42%         .64%        .58%(d)
   Portfolio Turnover Rate.............................       58.7%        38.7%        26.6%        23.8%       35.4%(d)


PRINCIPAL INTERNATIONAL FUND, INC.(f)
Class C shares                                                 1999(e)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $9.61
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............        (.02)
   Net Realized and Unrealized
     Gain (Loss) on Investments........................         .40

                       Total from Investment Operations         .38

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

Total Return(b) .......................................       3.95%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............        $191
   Ratio of Expenses to Average Net Assets.............       2.38%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................      (.95)%(d)
   Portfolio Turnover Rate.............................       58.7%(d)



PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class A shares                                                 1999         1998         1997(a)
---------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period...................       $9.99        $9.96       $10.04
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............        (.12)        (.07)        (.01)
   Net Realized and Unrealized
     Gain (Loss) on Investments........................        5.53          .10         (.07)

                       Total from Investment Operations        5.41          .03         (.08)
Less Distributions:
   Distributions from Capital Gains....................        (.08)         --          --

                                    Total Distributions        (.08)         --          --

Net Asset Value, End of Period.........................      $15.32        $9.99        $9.96

Total Return(b) .......................................      54.52%         .30%         .50%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $23.612      $11,765       $6,210
   Ratio of Expenses to Average Net Assets.............       2.21%        2.66%        1.99%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................     (1.02)%       (.81)%       (.40)%(d)
   Portfolio Turnover Rate.............................      191.5%        99.8%        10.4%(d)



PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class B shares                                                 1999         1998         1997(a)
-------------------------------------------------------------------  ------------------------
Net Asset Value, Beginning of Period...................       $9.97        $9.96       $10.04
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............        (.20)        (.10)        (.01)
   Net Realized and Unrealized
     Gain (Loss) on Investments........................        5.49          .11         (.07)

                       Total from Investment Operations        5.29          .01         (.08)
Less Distributions:
   Distributions from Capital Gains....................        (.08)         --          --

                                    Total Distributions        (.08)         --          --

Net Asset Value, End of Period.........................      $15.18        $9.97        $9.96

Total Return(b) .......................................      53.42%         .10%         .50%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............     $10,926       $6,585       $4,774
   Ratio of Expenses to Average Net Assets.............       2.87%        2.90%        2.07%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................     (1.68)%      (1.05)%       (.47)%(d)
   Portfolio Turnover Rate.............................      191.5%        99.8%        10.4%(d)


PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
Class C shares                                                 1999(e)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period...................      $12.97
Income from Investment Operations:
   Net Investment Income (Operating Loss)..............        (.11)
   Net Realized and Unrealized
     Gain (Loss) on Investments........................        2.42

                       Total from Investment Operations        2.31

Net Asset Value, End of Period.........................      $15.28

Total Return(b) .......................................      17.81%(c)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)............        $141
   Ratio of Expenses to Average Net Assets.............       2.96%(d)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.............................     (2.31)%(d)
   Portfolio Turnover Rate.............................      191.5%(d)

</TABLE>




Notes to Financial Highlights


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



<TABLE>
<CAPTION>
                                                                Per Share         Per Share
                                                             Net Investment       Unrealized
                                                                 Income          Gain (Loss)

      Principal International Emerging Markets Fund, Inc.:
<S>                                                              <C>               <C>
          Class A                                                $.01              $(.50)
          Class B                                                 .01               (.50)

      Principal International SmallCap Fund, Inc.:
          Class A                                                 .01                .03
          Class B                                                 .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)  Period from June 30, 1999,  date Class C shares first offered to the public
     and the date of the initial  purchase of Class C shares by  Principal  Life
     Insurance Company, through October 31, 1999.

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

(g)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public, through October 31, 1995. Principal  International Fund, Inc. Class
     B shares  recognized  no net  investment  income  for the  period  from the
     initial purchase by Principal  Management  Corporation of Class B shares on
     December 5, 1994,  through December 8, 1994.  Additionally,  Class B shares
     incurred  unrealized  losses on  investments  of $.07 per share  during the
     initial interim period.  This  represents  Class B share  activities of the
     fund prior to the initial public offering of Class B shares.



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                                                 1999         1998         1997         1996        1995
---------------------------------------------------------------------------------------------         ----        ----
<S>                                                         <C>          <C>           <C>          <C>        <C>
Net Asset Value, Beginning of Period.....................     $11.59       $11.44      $11.17        $11.42      $10.27
Income from Investment Operations:
   Net Investment Income.................................        .70          .71(b)      .75(b)        .76(b)      .78(b)
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.91)         .16         .33          (.25)       1.16

                        Total from Investment Operations         .21          .87        1.08           .51        1.94
Less Dividends and Distributions:
   Dividends from Net Investment Income..................       (.69)        (.72)       (.81)         (.76)       (.78)
   Distributions from Capital Gains......................       --          --           --           --           (.01)
   Excess Distributions from Capital Gains...............       (.03)       --           --           --          --

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

Net Asset Value, End of Period...........................     $10.66       $11.59      $11.44        $11.17      $11.42

Total Return(c) .........................................    (1.92)%        7.76%       10.15%        4.74%      19.73%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $145,975     $148,081      $126,427     $113,437    $106,962
   Ratio of Expenses to Average Net Assets...............      1.04%         .95%(b)      .95%(b)      .95%(b)      .94%(b)
   Ratio of Net Investment Income to
     Average Net Assets..................................      6.25%        6.19%        6.70%        6.85%        7.26%
   Portfolio Turnover Rate...............................      48.9%        15.2%        12.8%         3.4%        5.1%


PRINCIPAL BOND FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(d)
---------------------------------------------------------------------------------------------         ----        ----
Net Asset Value, Beginning of Period.....................     $11.58       $11.42      $11.15        $11.41      $10.19
Income from Investment Operations:
   Net Investment Income.................................        .61          .63(b)      .67(b)        .67(b)      .63(b)
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.91)         .16         .31          (.25)       1.19

                        Total from Investment Operations        (.30)         .79         .98           .42        1.82
Less Dividends and Distributions:
   Dividends from Net Investment Income..................       (.60)        (.63)       (.71)         (.68)       (.60)
   Excess Distributions from Capital Gains...............       (.03)       --           --           --           --

                       Total Dividends and Distributions        (.63)        (.63)       (.71)         (.68)       (.60)

Net Asset Value, End of Period...........................     $10.65       $11.58      $11.42        $11.15      $11.41

Total Return(c) .........................................    (2.68)%        7.04%        9.20%        3.91%       17.98%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $25,451      $22,466      $13,403       $7,976       $2,708
   Ratio of Expenses to Average Net Assets...............      1.79%        1.67%(b)     1.70%(b)     1.69%(b)     1.59%(b)(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      5.50%        5.45%        5.92%        6.14%        6.30%(f)
   Portfolio Turnover Rate...............................      48.9%        15.2%        12.8%         3.4%         5.1%(f)


PRINCIPAL BOND FUND, INC.(a)
Class C shares                                                  1999(g)
--------------------------------------------------------------------
Net Asset Value, Beginning of Period.....................     $10.90
Income from Investment Operations:
   Net Investment Income.................................        .20
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.24)

                        Total from Investment Operations        (.04)
Less Dividends:
   Dividends from Net Investment Income................         (.20)

                                         Total Dividends        (.20)

Net Asset Value, End of Period...........................     $10.66

Total Return(c) .........................................     (.40)%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............       $271
   Ratio of Expenses to Average Net Assets...............      1.84%(f)
   Ratio of Net Investment Income to
     Average Net Assets   ...............................      5.81%(f)
   Portfolio Turnover Rate  .............................      48.9%(f)



PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class A shares                                                 1999         1998         1997         1996       1995
---------------------------------------------------------------------------------------------         ----       ----
Net Asset Value, Beginning of Period.....................     $11.63       $11.51      $11.26        $11.31      $10.28
Income from Investment Operations:
   Net Investment Income.................................        .69          .70         .70           .70         .71
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.52)         .12         .29          (.05)       1.02

                        Total from Investment Operations         .17          .82         .99           .65        1.73
Less Dividends:
   Dividends from Net Investment Income..................       (.70)        (.70)       (.74)         (.70)       (.70)

                                        Total Dividends         (.70)        (.70)       (.74)         (.70)       (.70)

Net Asset Value, End of Period...........................     $11.10       $11.63      $11.51        $11.26      $11.31

Total Return(c) .........................................      1.47%        7.38%        9.23%        6.06%      17.46%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $237,811     $251,455      $249,832     $259,029   $261,128
   Ratio of Expenses to Average Net Assets...............       .89%         .86%         .84%         .81%         .87%
   Ratio of Net Investment Income to
     Average Net Assets..................................      6.04%        6.07%        6.19%        6.31%        6.57%
   Portfolio Turnover Rate...............................      19.4%        17.1%        10.8%        25.9%       10.1%


PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(d)
---------------------------------------------------------------------------------------------         ----        ----
Net Asset Value, Beginning of Period.....................     $11.60       $11.50      $11.23        $11.29      $10.20
Income from Investment Operations:
   Net Investment Income.................................        .61          .62         .64           .61         .56
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.54)         .12         .29          (.05)       1.07

                        Total from Investment Operations         .07          .74         .93           .56        1.63
Less Dividends:
   Dividends from Net Investment Income..................       (.62)        (.64)       (.66)         (.62)       (.54)

                                        Total Dividends         (.62)        (.64)       (.66)         (.62)       (.54)

Net Asset Value, End of Period...........................     $11.05       $11.60      $11.50        $11.23      $11.29

Total Return(c) .........................................      0.65%        6.60%        8.65%        5.17%       16.07%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $29,751      $24,370      $15,431      $11,586       $4,699
   Ratio of Expenses to Average Net Assets...............      1.63%        1.57%        1.39%        1.60%        1.53%(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      5.30%        5.43%        5.63%        5.53%        5.68%(f)
   Portfolio Turnover Rate...............................      19.4%        17.1%        10.8%        25.9%        10.1%(f)


PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.(a)
-------------------------------------------------
Class C shares                                                 1999(g)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period.....................     $11.17
Income from Investment Operations:
   Net Investment Income.................................        .19
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.07)

                        Total from Investment Operations         .12
Less Dividends:
   Dividends from Net Investment Income..................       (.19)

                                         Total Dividends        (.19)

Net Asset Value, End of Period...........................     $11.10

Total Return(c) .........................................      1.11%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............       $332
Ratio of Expenses to Average Net Assets..................      1.73%(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      5.29%(f)
   Portfolio Turnover Rate...............................      19.4%(f)



PRINCIPAL HIGH YIELD FUND, INC.(a)
Class A shares                                                 1999         1998         1997         1996       1995
---------------------------------------------------------------------------------------------         ----       ----
Net Asset Value, Beginning of Period.....................      $7.63        $8.52       $8.27         $8.06       $7.83
Income from Investment Operations:
   Net Investment Income.................................        .63          .64         .67           .68         .68
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.41)        (.88)        .31           .23         .20

                        Total from Investment Operations         .22         (.24)        .98           .91         .88
Less Dividends and Distributions:
   Dividends from Net Investment Income..................       (.63)        (.64)       (.73)         (.70)       (.65)
   Excess Distribution of Net Investment Income(h)  .....       (.01)        (.01)       --           --           --

                       Total Dividends and Distributions        (.64)        (.65)       (.73)         (.70)       (.65)

Net Asset Value, End of Period...........................      $7.21        $7.63       $8.52         $8.27       $8.06

Total Return(c) .........................................      2.81%      (3.18)%       12.33%       11.88%       11.73%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $30,065      $33,474      $38,239      $28,432     $23,396
   Ratio of Expenses to Average Net Assets...............      1.31%        1.40%        1.22%        1.26%        1.45%
   Ratio of Net Investment Income to
     Average Net Assets..................................      8.23%        7.71%        7.99%        8.49%       8.71%
   Portfolio Turnover Rate...............................      86.1%        65.9%        39.2%        18.8%        40.3%


PRINCIPAL HIGH YIELD FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(d)
---------------------------------------------------------------------------------------------         ----        ----
Net Asset Value, Beginning of Period.....................      $7.59        $8.47       $8.22         $8.05       $7.64
Income from Investment Operations:
   Net Investment Income.................................        .57          .57         .62           .60         .53
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.41)        (.87)        .28           .20         .38

                        Total from Investment Operations         .16         (.30)        .90           .80         .91
 Less Dividends and Distributions:
   Dividends from Net Investment Income..................       (.57)        (.57)       (.65)         (.63)       (.50)
   Excess Distribution of Net Investment Income(h)  .....       (.01)        (.01)       --           --           --

                       Total Dividends and Distributions        (.58)        (.58)       (.65)         (.63)       (.50)

Net Asset Value, End of Period...........................      $7.17        $7.59       $8.47         $8.22       $8.05

Total Return(c) .........................................      2.02%      (3.93)%       11.31%       10.46%       12.20%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............     $7,467       $8,527       $6,558       $2,113         $633
   Ratio of Expenses to Average Net Assets...............      1.99%        2.34%        2.13%        2.38%        2.10%(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      7.55%        6.78%        7.03%        7.39%        7.78%(f)
   Portfolio Turnover Rate...............................      86.1%        65.9%        39.2%        18.8%        40.3%(f)



PRINCIPAL HIGH YIELD FUND, INC.(a)
Class C shares                                                 1999(g)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period.....................      $7.48
Income from Investment Operations:
   Net Investment Income.................................        .18
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.25)

                        Total from Investment Operations        (.07)
Less Dividends and Distributions:
   Dividends from Net Investment Income..................       (.18)
   Excess Distributions of Net Investment Income(h) .....       (.01)

                       Total Dividends and Distributions        (.19)

Net Asset Value, End of Period...........................      $7.22

Total Return(c) .........................................     (.99)%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............       $182
   Ratio of Expenses to Average Net Assets...............      2.01%(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      7.15%(f)
   Portfolio Turnover Rate...............................      86.1%(f)



PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class A shares                                                 1999         1998         1997         1996(i)
---------------------------------------------------------------------------------------------         ----
Net Asset Value, Beginning of Period.....................      $9.93        $9.88       $9.89         $9.90
Income from Investment Operations:
   Net Investment Income(b)   ...........................        .57          .57         .61           .38
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.39)         .06         .03          (.04)

                        Total from Investment Operations         .18          .63         .64           .34
Less Dividends:
   Dividends from Net Investment Income..................       (.57)        (.58)       (.65)         (.35)

                                        Total Dividends         (.57)        (.58)       (.65)         (.35)

Net Asset Value, End of Period...........................      $9.54        $9.93       $9.88         $9.89

Total Return(c) .........................................      1.83%        6.57%        6.75%        3.62%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $27,096      $27,632      $20,567      $17,249
   Ratio of Expenses to Average Net Assets(b)    ........      1.00%         .82%         .90%         .89%(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      5.76%        5.86%        6.20%        6.01%(f)
   Portfolio Turnover Rate...............................      20.9%        23.8%        17.4%        16.5%(f)


PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996(i)
---------------------------------------------------------------------------------------------         ----
Net Asset Value, Beginning of Period.....................      $9.98        $9.90       $9.89         $9.90
Income from Investment Operations:
   Net Investment Income(b)   ...........................        .52          .54         .56           .36
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.39)         .06         .04          (.05)

                        Total from Investment Operations         .13          .60         .60           .31
Less Dividends:
   Dividends from Net Investment Income..................       (.51)        (.54)       (.59)         (.32)

                                        Total Dividends         (.51)        (.54)       (.59)         (.32)

Net Asset Value, End of Period...........................      $9.60        $9.98       $9.90         $9.89

Total Return(c) .........................................      1.29%        6.24%        6.31%        3.32%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $2,696       $1,705         $625         $112
   Ratio of Expenses to Average Net Assets(b)    ........      1.35%        1.22%        1.24%        1.15%(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      5.41%        5.44%        5.84%        5.75%(f)
   Portfolio Turnover Rate...............................      20.9%        23.8%        17.4%        16.5%(f)

PRINCIPAL LIMITED TERM BOND FUND, INC.(a)
Class C shares                                                 1999(g)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period.....................      $9.64
Income from Investment Operations:
   Net Investment Income(b)    ..........................        .16
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.08)

                        Total from Investment Operations         .08
Less Dividends:
   Dividends from Net Investment Income..................       (.16)

                                         Total Dividends        (.16)

Net Asset Value, End of Period...........................      $9.56

Total Return(c) .........................................        .84(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............       $350
   Ratio of Expenses to Average Net Assets(b)   .........      1.34%(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      5.52%(f)
   Portfolio Turnover Rate...............................      20.9%(f)



PRINCIPAL TAX-EXEMPT BOND FUND, INC.(a)
Class A shares                                                 1999         1998         1997         1996        1995
-------------------------------------------------------------------  ------------------------         ----        ----
Net Asset Value, Beginning of Period.....................     $12.59       $12.38      $12.04        $11.98      $10.93
Income from Investment Operations:
   Net Investment Income.................................        .60          .60         .63           .64         .65
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.90)         .22         .39           .07        1.05

                        Total from Investment Operations         .30          .82        1.02           .71        1.70
Less Dividends and Distributions:
   Dividends from Net Investment Income..................       (.59)        (.61)       (.68)         (.65)       (.65)
   Distributions from Capital Gains......................       (.01)       --           --           --          --

                       Total Dividends and Distributions        (.60)        (.61)       (.68)         (.65)       (.65)

Net Asset Value, End of Period...........................     $11.69       $12.59      $12.38        $12.04      $11.98

Total Return(c) .........................................    (2.51)%        6.76%        8.71%        6.08%      16.03%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............   $186,973     $204,865      $193,007     $187,180   $179,715
   Ratio of Expenses to Average Net Assets...............       .80%         .83%         .79%         .78%         .83%
   Ratio of Net Investment Income to
     Average Net Assets..................................      4.84%        4.83%        5.14%        5.34%        5.67%
   Portfolio Turnover Rate...............................      15.6%         6.6%         8.9%         9.8%       17.6%


PRINCIPAL TAX-EXEMPT BOND FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(d)
---------------------------------------------------------------------------------------------         ----        ----
Net Asset Value, Beginning of Period.....................     $12.59       $12.39      $12.02        $11.96      $10.56
Income from Investment Operations:
   Net Investment Income.................................        .53          .53         .55           .55         .50
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.89)         .20         .40           .06        1.38

                        Total from Investment Operations        (.36)         .73         .95          .61         1.88
Less Dividends and Distributions:
   Dividends from Net Investment Income..................       (.52)        (.53)       (.58)         (.55)       (.48)
   Distributions from Capital Gains......................       (.01)       --           --           --           --

                       Total Dividends and Distributions        (.53)        (.53)       (.58)        (.55)        (.48)

Net Asset Value, End of Period...........................     $11.70       $12.59      $12.39        $12.02      $11.96

Total Return(c) .........................................    (3.01)%        6.01%        8.08%        5.23%       17.97%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............    $11,480      $11,419       $7,783       $5,794       $3,486
   Ratio of Expenses to Average Net Assets...............      1.32%        1.43%        1.45%        1.52%        1.51%(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      4.32%        4.22%        4.46%        4.59%        4.78%(f)
   Portfolio Turnover Rate...............................      15.6%         6.6%         8.9%         9.8%        17.6%(f)


PRINCIPAL TAX-EXEMPT BOND FUND, INC.(a)
Class C shares                                                 1999(g)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period.....................     $12.16
Income from Investment Operations:
   Net Investment Income.................................        .16
   Net Realized and Unrealized Gain (Loss)
     on Investments......................................       (.47)

                        Total from Investment Operations        (.31)
Less Dividends:
   Dividends from Net Investment Income..................       (.16)

                                         Total Dividends        (.16)

Net Asset Value, End of Period...........................     $11.69

Total Return(c) .........................................    (2.59)%(e)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)..............       $136
   Ratio of Expenses to Average Net Assets...............      3.96%(f)
   Ratio of Net Investment Income to
     Average Net Assets..................................      1.78%(f)
   Portfolio Turnover Rate...............................      15.6%(f)
</TABLE>



Notes to Financial Highlights

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

<TABLE>
<CAPTION>
                  Former Fund Name                                       New Fund Name
<S>                                                      <C>
    Princor Bond Fund, Inc.                              Principal Bond Fund, Inc.
    Princor Government Securites Income Fund, Inc.       Principal Government Securities 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.
    Princor Tax-Exempt Bond Fund, Inc.                   Principal Tax-Exempt Bond Fund, Inc.
</TABLE>

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses 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


         Principal Bond Fund, Inc.:*
<S>                                                   <C>                 <C>                <C>               <C>
              Class A                                 1998                $.70               1.04%             $121,092
                                                      1997                 .74                .98                41,256
                                                      1996                 .76                .97                22,536
                                                      1995                 .77               1.02                86,018

              Class B                                 1998                 .62               1.81                26,130
                                                      1997                 .66               1.79                 8,982
                                                      1996                 .67               1.79                 5,874
                                                      1995(d)              .62               1.62(f)                300


         Principal Limited Term Bond Fund, Inc.:
              Class A                                 1999                 .55               1.14                40,285
                                                      1998                 .55               1.13                76,952
                                                      1997                 .59               1.15                46,271
                                                      1996(j)              .37               1.16(f)             22,716

              Class B                                 1999                 .47               1.92                14,004
                                                      1998                 .47               2.36                11,537
                                                      1997                 .46               3.82                 6,528
                                                      1996(j)              .34               1.94(f)                259

              Class C                                 1999(g)              .15               2.05(f)                488


<FN>
         *    The Manager ceased its waiver of expenses for Principal Bond Fund, Inc. on October 31, 1998.
</FN>
</TABLE>


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

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

<TABLE>
<CAPTION>
                                                                        Per Share            Per Share
                                                                     Net Investment         Unrealized
                                                                         Income               (Loss)


<S>                                                                       <C>                  <C>
              Principal Bond Fund, Inc.                                   $.01                 $ --
              Principal Government Securities Income Fund, Inc.            .01                  (.02)
              Principal High Yield Fund, Inc.                              .01                  (.03)
              Principal Tax-Exempt Bond Fund, Inc.                         --                   (.05)
</TABLE>

(e) Total return amounts have not been annualized.

(f) Computed on an annualized basis.

(g)  Period from June 30, 1999,  date Class C shares first offered to the public
     and the date of the initial  purchase of Class C shares by  Principal  Life
     Insurance Company, through October 31, 1999.

(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.

(i)  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.




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                                                 1999         1998         1997         1996       1995
---------------------------------------------------------------------------------------------         ----       ----
<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................................       .045         .051(b)(d)   .050(b)      .049(b)     .052(b)

                       Total from Investment Operations        .045         .051         .050         .049       .052
Less Dividends:
   Dividends From Net Investment Income.................      (.045)       (.051)       (.050)       (.049)     (.052)

                                        Total Dividends       (.045)       (.051)       (.050)       (.049)      (.052)

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

Total Return(c) ........................................      4.56%        5.10%        4.96%        5.00%      5.36%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............    $352,675     $294,918      $836,072     $694,962   $623,864
   Ratio of Expenses to Average Net Assets..............       .69%         .56%(b)(d)   .63%(b)      .66%(b)     .72%(b)
   Ratio of Net Investment Income to
     Average Net Assets.................................      4.45%        5.12%        4.98%        4.88%       5.24%


PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class B shares                                                 1999         1998         1997         1996        1995(e)
---------------------------------------------------------------------------------------------         ------      ----
Net Asset Value, Beginning of Period....................     $1.000       $1.000       $1.000       $1.000      $1.000
Income from Investment Operations:
   Net Investment Income................................       .039         .042(b)(d)   .041(b)      .041(b)     .041(b)

                       Total from Investment Operations        .039         .042         .041         .041        .041
Less Dividends:
   Dividends from Net Investment Income.................      (.039)       (.042)       (.041)       (.041)      (.041)

                                        Total Dividends       (.039)       (.042)       (.041)       (.041)      (.041)

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

Total Return(c) ........................................      4.00%        4.25%        4.05%        4.13%       4.19%(f)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............     $6,330       $3,602         $992         $520        $208
   Ratio of Expenses to Average Net Assets..............      1.19%        1.41%(b)(d)  1.47%        1.50%       1.42%(g)
   Ratio of Net Investment Income to
     Average Net Assets.................................      4.00%        4.23%        4.08%        4.08%       4.50%(g)


PRINCIPAL CASH MANAGEMENT FUND, INC.(a)
Class C shares                                                 1999(h)
-------------------------------------------------------------------
Net Asset Value, Beginning of Period....................     $1.000
Income from Investment Operations:
   Net Investment Income(b) ............................       .010

                       Total from Investment Operations        .010
Less Dividends:
   Dividends from Net Investment Income.................      (.010)

                                        Total Dividends       (.010)

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

Total Return(c) ........................................      1.01%(f)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands).............       $132
   Ratio of Expenses to Average Net Assets(b) ..........      2.26%(g)
   Ratio of Net Investment Income to
     Average Net Assets.................................      3.01%(g)
</TABLE>


Notes to Financial Highlights

(a)  Effective January 1, 1998, the following change was made to the name of the
     Money Market Fund:

              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 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>
         Class A                                            1998             $.051               .56%         $   --   *
                                                            1997              .050               .63              --
                                                            1996              .049               .67              7,102
                                                            1995              .052               .78            296,255

         Class B                                            1998              .041              1.49              1,343*
                                                            1997              .036              2.14              5,492
                                                            1996              .029              3.94              6,140
                                                            1995(e)           .041              1.63(g)             104

   <FN>
 *   The Manager ceased its waiver of expenses for Principal Cash Management Fund, Inc. on March 1, 1998.
</FN>
</TABLE>

(c)  Total return is calculated without the contingent deferred sales charge.

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

(e)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public, through October 31, 1995.

(f) Total return amounts have not been annualized.

(g) Computed on an annualized basis.

(h)  Period from June 30, 1999,  date Class C shares first offered to the public
     and the date of the initial  purchase of Class C shares by  Principal  Life
     Insurance Company, through October 31, 1999.


Additional  information  about  the  Fund  is  available  in  the  Statement  of
Additional  Information dated March 1, 2000, as revised through May 1, 2000, and
which is part of this prospectus. The Statement of Additional Information 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 Fund 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  1-800-SEC-0330.  Reports and other information about the Fund 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 that the Cash  Management 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.
      811-09755           Principal LargeCap Stock Index Fund, Inc.
      811-05171           Principal MidCap Fund, Inc.
      811-09567           Principal Partners Aggressive Growth Fund, Inc.
      811-09757           Principal Partners LargeCap Growth Fund, Inc.
      811-09759           Principal Partners MidCap Growth 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

      811-09801           Principal European Equity Fund, Inc.
      811-08249           Principal International Emerging Markets Fund, Inc.
      811-03183           Principal International Fund, Inc.
      811-08251           Principal International SmallCap Fund, Inc.
      811-09803           Principal Pacific Basin 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.
      811-04449           Principal Tax-Exempt Bond Fund, Inc.

                          MONEY MARKET FUND

      811-03585           Principal Cash Management Fund, Inc.






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