PRINCOR BALANCED FUND INC /IA/
485BPOS, 1996-12-12
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                                              Registration No. 33-12866

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    --------

   
                       POST-EFFECTIVE AMENDMENT NO. 16 TO
    

                                    FORM N-1A

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                       and

                             REGISTRATION STATEMENT

                                      under

                       THE INVESTMENT COMPANY ACT OF 1940
                                    --------

                           PRINCOR BALANCED FUND, INC.
                 (formerly known as Princor Managed Fund, Inc.)
               (Exact name of Registrant as specified in Charter)

                          The Principal Financial Group
                             Des Moines, Iowa 50392
                    (Address of principal executive offices)
                                    --------

                         Telephone Number (515) 248-3842
                                    --------

MICHAEL D. ROUGHTON                      Copy to:
The Principal Financial Group            JOHN W. BLOUCH, L.L.P.
Des Moines, Iowa  50392                  Suite 405 West
                                         1025 Thomas Jefferson Street, N.W.
                                         Washington, DC  20007-0805

                     (Name and address of agent for service)
                                   ----------

   
It is proposed that this filing will become effective (check appropriate box) 
              immediately upon filing pursuant to paragraph (b)of Rule 485 
       X      on December 17, 1996 pursuant to paragraph (b) of Rule 485
              60 days after filing  pursuant to paragraph  (a)(1) of Rule 485 
              on (date) pursuant to paragraph (a)(1) of Rule 485 
              75 days after filing pursuant to paragraph (a)(2) of Rule 485 
              on (date) pursuant to paragraph (a)(2) of Rule 485
    

If appropriate, check the following box:
              This post-effective  amendment designates a new effective date for
              a previously filed post-effective amendment.
                                   ----------

   
     Pursuant to the provisions of Rule 24f-2 under the  Investment  Company Act
of 1940,  Registrant  has  registered an  indefinite  number of shares under the
Securities Act of 1933; Registrant filed a Rule 24f-2 Notice for the fiscal year
ended October 31, 1996 on December 12, 1996.
    

<PAGE>
 
    This  Prospectus  describes  a family  of  investment  companies ("Princor
Funds") which has been organized by Principal Mutual Life Insurance  Company and
which provides the following range of investment objectives:

                              Growth-Oriented Funds

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

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

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

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

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

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

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

                              Income-Oriented Funds

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

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

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

   
The date of this Prospectus is December 17, 1996
    

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

     Princor High Yield Fund, Inc.  invests  predominantly in lower rated bonds,
     commonly  referred to as "junk  bonds" and may invest 100% of its assets in
     such bonds. Bonds of this type are considered to be speculative with regard
     to payment of interest and return of principal. Purchasers should carefully
     assess the risks  associated  with an  investment  in this fund.  THESE ARE
     SPECULATIVE SECURITIES.

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

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

                               Money Market Funds

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

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

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

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

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

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

   
     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information  dated December 17, 1996 which is incorporated by reference  herein.
The Statement of Additional  Information and a Prospectus for Class R shares can
be  obtained  free of charge by writing  or  telephoning  the  Funds'  principal
underwriter: Princor Financial Services Corporation, P.O. Box 10423, Des Moines,
IA 50306. Telephone 1-800-247-4123.
    

                                TABLE OF CONTENTS

                                                                            Page

   
 Overview..................................................................   4
 Financial Highlights......................................................  10
 Investment Objectives, Policies and Restrictions..........................  22
     Growth-Oriented Funds.................................................  22
     Income-Oriented Funds.................................................  26
     Money Market Funds....................................................  32
     Certain Investment Policies and Restrictions..........................  34
 Risk Factors..............................................................  35
 How the Funds are Managed.................................................  36
 How to Purchase Shares....................................................  39
 Offering Price of Funds' Shares ..........................................  40
 Distribution and Shareholder Servicing Plans and Fees.....................  42
 Determination of Net Asset Value of Funds' Shares.........................  43
 Distribution of Income Dividends and Realized Capital Gains ..............  43
 Tax Treatment of the Funds, Dividends and Distributions ..................  45
 How to Exchange Shares....................................................  46
 How to Sell Shares........................................................  47
 Periodic Withdrawal Plan..................................................  48
 Performance Calculation...................................................  49
 General Information About a Fund Account..................................  50
 Retirement Plans..........................................................  51
 Shareholder Rights........................................................  51
 Additional Information....................................................  52
    

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

OVERVIEW

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

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

What it Costs to Invest

     There are costs to acquire and own many types of investments. Shares of the
Princor Funds are no exception.  The tables on the next page depict the fees and
expenses  applicable  to the  purchase  and  ownership  of shares of each of the
Funds.  Table A depicts  Class A shares and is based on amounts  incurred by the
Funds  during the fiscal  year  ended  October  31,  1996,  except as  otherwise
indicated.  Table B depicts  Class B shares and is based on amounts  incurred by
the Funds' during the fiscal year ended October 31, 1996. The tables included as
examples  indicate the  cumulative  expenses an investor would pay on an initial
$1,000 investment that earns a 5% annual return.  Example A assumes the investor
redeems  the  shares  and  Example B assumes  the  investor  does not redeem the
shares.  The  examples  are  based  on each  Fund's  Annual  Operating  Expenses
described in Tables A and B. Please  remember  that the  examples  should not be
considered a  representation  of future expenses and that actual expenses may be
greater or less than those shown.

<TABLE>
<CAPTION>

                                                                                CLASS A SHARES
     TABLE A
                                                                   Shareholder Transaction Expenses *
  
                                                    Maximum Sales Load Imposed                                Contingent 
                                                          on Purchases                                      Deferred Sales
                   Fund                         (as a percentage of offering price)                             Charge
 
<S>   <C>                                                     <C>                                                <C> 
     All Funds Except the Limited Term Bond Fund
       and Money  Market Funds                                4.75%                                              None**
     Limited Term Bond Fund                                   1.50%                                              None**
     Money Market Funds                                       None                                               None
</TABLE>

<TABLE>
<CAPTION>
                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
 
                                                    Management            12b-1            Other            Total Operating
Fund             Fee                                    Fee             Expenses         Expenses
 
<S>                                                    <C>                <C>             <C>                   <C>  
   
     Balanced Fund                                     .60%               .23%            .45%                  1.28%
     Blue Chip Fund                                    .50                .25             .58                   1.33
     Bond Fund                                         .47                .23             .25                    .95***
     Capital Accumulation Fund                         .43                .10             .16                    .69
     Cash Management Fund                              .37                None            .29                    .66***
     Emerging Growth Fund                              .62                .21             .49                   1.32
     Government Securities Income Fund                 .46                .17             .16                    .81
     Growth Fund                                       .46                .21             .41                   1.08
     High Yield Fund                                   .60                .25             .41                   1.26
     Limited Term Bond Fund                            .23                .10             .56                    .89***
     Tax-Exempt Bond Fund                              .48                .19             .11                    .78
     Tax-Exempt Cash Management Fund                   .43                None            .28                    .71***
     Utilities Fund                                    .52                .25             .40                   1.17***
     World Fund                                        .73                .18             .54                   1.45
<FN>
    

     *    A wire charge of up to $6.00 will be deducted for all wire transfers.

     **   Purchases  of $1 million or more are not  subject to an initial  sales
          charge but may be subject to a contingent deferred sales chargeof .75%
          (.25% for Limited Term Bond Fund) on redemptions  that occur within 18
          months of purchase. See "Offering Price of Funds' Shares."

     ***  After waiver.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                    CLASS B SHARES
    TABLE B                                                            Shareholder Transaction Expenses*
 
                                                                                           Contingent Deferred Sales Charge
                                                         Maximum Sales Load                (as a percentage of the lower of
                                                        Imposed on Purchases                  the original purchase price
                  Fund                             (as a percentage of offering price)          or redemption proceeds)
 
<S>  <C>                                                       <C>                         <C>   
   
     All Funds Except Limited Term Bond Fund                   None                       Redemptions During Year 
                                                                                          1     2    3     4    5    6    7
                                                                                          4%    4%   3%    3%   2%   1%   0%

     Limited Term Bond Fund                                    None                       Redemptions During Year
                                                                                          1     2    3     4    5    6    7
                                                                                        1.25% 1.25% .75%  .75% .50%  .25% 0%
    
</TABLE>
<TABLE>
<CAPTION>
                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
 
                                                    Management           12b-1             Other            Total Operating
Fund             Fee                                    Fee            Expenses          Expenses
 

<S>                                                    <C>               <C>              <C>                   <C>  
   
     Balanced Fund                                     .60%              .90%             .63%                  2.13%
     Blue Chip Fund                                    .50               .90              .79                   2.19
     Bond Fund                                         .39               .90              .40                   1.69**
     Capital Accumulation Fund                         .43               .90              .37                   1.70
     Cash Management Fund                              .00               .51              .99                   1.50**
     Emerging Growth Fund                              .62               .81              .58                   2.01
     Government Securities Income Fund                 .46               .87              .27                   1.60
     Growth Fund                                       .46               .80              .53                   1.79
     High Yield Fund                                   .60               .93              .84                   2.38
     Limited Term Bond Fund                            .00               .43              .72                   1.15**
     Tax-Exempt Bond Fund                              .48               .72              .32                   1.52
     Tax-Exempt Cash Management Fund                   .00               .75              .72                   1.47**
     Utilities Fund                                    .47               .88              .58                   1.93**
     World Fund                                        .73               .92              .63                   2.28
<FN>
    

     *  A wire charge of up to $6.00 will be deducted for all wire transfers.
     ** After waiver.
</FN>
</TABLE>

<TABLE>
<CAPTION>
  Example A
 
     You would pay the  following  expenses  on a $1,000  investment,  assuming  (1) 5% annual  return and (2)
     redemption at the end of each time period:    1 Year             3 Years             5 Years           10 Years (a)
                                             Class A   Class B   Class A   Class B   Class A   Class B   Class A   Class B
                     Fund                    Shares    Shares    Shares    Shares    Shares    Shares    Shares    Shares

<S>                                            <C>       <C>       <C>       <C>      <C>       <C>       <C>        <C> 
   
     Balanced Fund                             $60       $63       $86       $99      $114      $137      $195       $214
     Blue Chip Fund                            $57       $63       $76      $101       $98      $140       $159      $220
     Bond Fund                                 $57       $59       $76       $86       $98      $115       $159      $171
     Capital Accumulation Fund                 $54       $59       $69       $87       $84      $116       $129      $161
     Cash Management Fund                       $7       $57       $21       $81       $37      $106        $82      $146
     Emerging Growth Fund                      $60       $62       $87       $96      $116      $131       $199      $208
     Government Securities Income Fund         $55       $58       $72       $84       $90      $111       $143      $159
     Growth Fund                               $58       $59       $80       $89      $104      $120       $173      $183
     High Yield Fund                           $60       $65       $86      $107      $113      $150       $193      $231
     Limited Term Bond Fund                    $24       $25       $43       $45       _          _         _         _
     Tax-Exempt Bond Fund                      $55       $57       $71       $81       $89      $107       $140      $152
     Tax-Exempt Cash Management Fund            $7       $56       $23       $80       $40      $104        $88      $145
     Utilities Fund                            $59       $61       $83       $93      $109      $127       $183      $196
     World Fund                                $62       $64       $91      $104      $123      $145       $213      $231
</TABLE>
    

<TABLE>
<CAPTION>
  Example B

     You would pay the following expenses on the same investment, assuming no redemption:
                                                   1 Year             3 Years             5 Years           10 Years (a)
                                             Class A   Class B   Class A   Class B   Class A   Class B   Class A   Class B
                     Fund                    Shares    Shares    Shares    Shares    Shares    Shares    Shares    Shares

<S>                                            <C>       <C>       <C>       <C>      <C>       <C>       <C>        <C> 
   
     Balanced Fund                             $60       $22       $86       $67      $114      $114      $195       $214
     Blue Chip Fund                            $57       $22       $76       $69       $98      $117       $159      $220
     Bond Fund                                 $57       $17       $76       $53       $98       $92       $159      $171
     Capital Accumulation Fund                 $54       $17       $69       $54       $84       $92       $129      $161
     Cash Management Fund                       $7       $15       $21       $47       $37       $82        $82      $146
     Emerging Growth Fund                      $60       $20       $87       $63      $116      $108       $199      $208
     Government Securities Income Fund         $55       $16       $72       $50       $90       $87       $143      $159
     Growth Fund                               $58       $18       $80       $56      $104       $97       $173      $183
     High Yield Fund                           $60       $24       $86       $74      $113      $127       $193      $231
     Limited Term Bond Fund                    $24       $12       $43       $37       _          _         _         _
     Tax-Exempt Bond Fund                      $55       $15       $71       $48       $89       $83       $140      $152
     Tax-Exempt Cash Management Fund           $7       $15       $23       $46       $40       $80        $88      $145
     Utilities Fund                            $59       $20       $83       $61      $109      $104       $183      $196
     World Fund                                $62       $23       $91       $71      $123      $122       $213      $231
<FN>
    

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

     The purpose of the preceding  tables is to help  investors  understand  the
various  expenses that they will bear either  directly or  indirectly.  Although
Annual Fund Operating Expenses shown in the Expense Table for Class A shares are
generally based upon each Fund's actual expenses, the 12b-1 Plan adopted by each
of the Funds  (except the Money Market Funds which have no such Plan for Class A
shares)  permits the  Underwriter  to retain an annual fee of up to .25% of each
Fund's  average  net  assets.  A portion  of this  annual fee is  considered  an
asset-based  sales charge.  Thus, it is  theoretically  possible for a long-term
shareholder  of Class A shares,  whether  acquired  directly or by conversion of
Class B  shares,  to pay  more  than  the  economic  equivalent  of the  maximum
front-end  sales  charges  permitted by the National  Association  of Securities
Dealers.  See "Distribution  and Shareholder  Servicing Plans and Fees", "How to
Purchase Shares" and "How the Funds are Managed."

   
     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management,  Limited Term Bond,  Utilities and Tax-Exempt Cash Management  Funds
throughout the fiscal year ended October 31, 1996. Without these waivers,  total
operating  expenses  actually  incurred  by the Funds for the fiscal  year ended
October 31, 1996 for the Class A shares would have amounted to .97% for the Bond
Fund, .67% for the Cash Management  Fund,  1.16% for the Limited Term Bond Fund,
1.25% for the Utilities Fund and .77% for the Tax-Exempt Cash  Management  Fund,
and for the  Class B  shares,  1.79%  for the  Bond  Fund,  3.94%  for the  Cash
Management  Fund,  1.94% for the Limited Term Bond Fund, 2.06% for the Utilities
Fund, and 27.43% for the Tax-Exempt Cash Management Fund. The Manager intends to
continue its voluntary waiver and, if necessary,  pay expenses  normally payable
by each of these Funds through February 29, 1998 in an amount that will maintain
a total  level of  operating  expenses  which as a percent of average net assets
attributable  to a class on an  annualized  basis  during  the  period  will not
exceed,  for the Class A shares,  .95% for the Bond Fund,  .90% for the  Limited
Term Bond  Fund,  1.15%  for the  Utilities  Fund and .75% for the Money  Market
Funds,  and for the  Class B  Shares,  1.70%  for the Bond  Fund,  1.25% for the
Limited  Term Bond Fund,  1.90% for the  Utilities  Fund and 1.50% for the Money
Market Funds.  The foregoing  examples assume the  continuation of these waivers
throughout the periods shown.
    
 
What the Funds Offer Investors

     Shares of the Funds are  purchased by investors as a means to achieve their
financial  objectives.  Investor  objectives range from  accumulating a vacation
fund or investing for  retirement or a child's  education to generating  current
income.  Investors purchase shares of Funds that have investment objectives that
match their own financial  objectives.  The Funds also offer a choice of varying
levels of  investment  risks to enable the  investor to choose one or more Funds
the investor believes is a prudent  investment given the investor's  willingness
to assume various risks. The Funds offer:

     Professional  Investment Management:  Princor Management Corporation is the
Manager  for each of the  Funds.  The  Manager  employs  experienced  securities
analysts to provide shareholders with professional  investment  management.  The
Manager  decides how and where to invest Fund assets.  Investment  decisions are
based on research into the  financial  performance  of individual  companies and
specific  securities  issues,  taking into account  general  economic and market
trends. See "How the Funds are Managed."

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

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

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

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

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

<TABLE>
<CAPTION>
Investment Objectives of the Funds

                                               Growth-Oriented Funds
                             Fund                                                  Investment Objectives

<S>                                                           <C>  
Princor Balanced Fund, Inc.                                   Total   investment   return   consisting  of  current
                                                              income  and  capital   appreciation   while  assuming
                                                              reasonable risks in furtherance of this objective.

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

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

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

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

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

Princor World Fund, Inc.                                      Long-term   growth  of  capital  by  investing  in  a
                                                              portfolio   of   equity   securities   of   companies
                                                              domiciled in any of the nations of the world.
</TABLE>
<TABLE>
<CAPTION>

                                               Income-Oriented Funds

                             Fund                                                  Investment Objectives

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

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

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

Princor Limited Term Bond Fund, Inc.                          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.

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

                                                Money Market Funds

                             Fund                                                  Investment Objectives

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

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

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

The Risks of Investing

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

How to Buy Shares

   
     An  individual   investor  can  become  a  shareholder  by  completing  the
application that accompanies this Prospectus and mailing it, along with a check,
to Princor Financial Services Corporation  ("Princor"),  a broker-dealer that is
also the principal  underwriter  for the Funds.  The initial  investment for the
Funds must be at least $1,000 ($250 for an account established under the Uniform
Gifts to Minors Act or Uniform  Transfers Act). An IRA may be established with a
minimum of $250. See "Retirement  Plans." The minimum  subsequent  investment is
$100.  Lower minimum  initial and subsequent  purchase  amounts are available to
shareholders who make regular periodic investments under an Automatic Investment
Plan and minimum  investment  amounts do not apply to certain  Money Market Fund
accounts. See "How to Purchase Shares." Class B shares of the Money Market Funds
may only be  purchased  by an exchange  from other  Class B shares.  See "How to
Exchange Shares."
    

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

     Class A shares.  An investor who purchases  less than $1 million of Class A
shares of any of the Princor  Funds (except the Money Market Funds) pays a sales
charge at the time of  purchase.  The sales  charge  ranges from a high of 4.75%
(1.50% for Limited  Term Bond Fund) on purchases of up to $50,000 to a low of 0%
on purchases of $1 million or more.  Purchases of $1 million or more are subject
to a .75% (.25% of the Limited Term Bond Fund) contingent  deferred sales charge
applicable  for  redemptions  that  occur  within  18  months  from  the date of
purchase. Certain purchases of Class A shares qualify for reduced sales charges.
See "How to Purchase  Shares" and  "Offering  Price of Funds'  Shares."  Class A
shares for each of the Funds  (except the Money Market Funds)  currently  bear a
12b-1 fee at the  annual  rate of up to 0.25%  (.15% for the  Limited  Term Bond
Fund) of the Fund's  average  net  assets  attributable  to Class A shares.  See
"Distribution and Shareholder  Servicing Plans and Fees." All shares outstanding
as of the close of business on December 2, 1994 have been  classified as Class A
shares.
 
     Class A shares of the Money Market Funds are sold without a sales charge at
the net asset  value  next  determined  after  receipt  of an order.  Under most
circumstances,  the net asset  value will  remain  constant  at $1.00 per share;
however, there can be no assurance that the net asset value will not change.

     Class B shares.  Class B shares  for each Fund are sold  without an initial
sales charge,  but are subject to a declining  contingent  deferred sales charge
which  begins at 4% (1.25% for the Limited  Term Bond Fund) and declines to zero
over a  six-year  schedule.  Class B shares  of the  Money  Market  Funds may be
purchased  only by  exchange  from other  Class B shares.  Class B shares bear a
higher  12b-1 fee than Class A shares,  currently  at the  annual  rate of 1.00%
(.50%  for the  Limited  Term  Bond  Fund)  of the  Fund's  average  net  assets
attributable to Class B shares.  Class B shares will automatically  convert into
Class A shares,  based on relative  net asset value,  approximately  seven years
after purchase. Class B shares provide an investor the benefit of putting all of
the investor's  dollars to work from the time the investment is made, but (until
conversion)  will have a higher expense ratio and pay lower dividends than Class
A shares due to the higher 12b-1 fee. See "How to Purchase Shares" and "Offering
Price of Funds'  Shares."  Class B shares  were  first  offered to the public on
December 9, 1994.

How to Exchange Shares

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

How to Sell Shares

     Shareholders  may sell (redeem) shares by mail or by telephone.  Redemption
proceeds will  generally be mailed to the  shareholder  on the next business day
after  the   redemption   request  is  received  in  good  order.   Upon  proper
authorization  certain  redemptions may be processed  through a selected dealer.
Automatic  redemptions of a specified amount may also be made through a Periodic
Withdrawal Plan. In addition, shareholders of Class A shares of the Money Market
Funds may redeem shares by writing a check against their account  balance and by
establishing a preauthorized withdrawal service on their account. Redemptions of
Class A shares are generally  made at net asset value with out charge.  However,
Class A share purchases of $1 million or more may be subject to a .75% (.25% for
the Limited Term Bond Fund) contingent  deferred sales charge if redeemed within
18  months  of  purchase.  Redemptions  of Class B shares  within  six  years of
purchase will generally be subject to a contingent  deferred  sales charge.  See
"Offering Price of Funds' Shares" and "How to Sell Shares."

FINANCIAL HIGHLIGHTS

     The following financial  highlights for each of the ten years in the period
ended  October 31, 1996,  or since the Fund's  inception if a shorter  period of
time,  have been derived from  financial  statements  which have been audited by
Ernst  &  Young  LLP,  independent  auditors,  whose  report  thereon  has  been
incorporated by reference  herein.  The financial  highlights  should be read in
conjunction  with the financial  statements,  related notes and other  financial
information  for each Fund  incorporated  by  reference  herein.  The  financial
statements,  which contain additional  information  regarding the performance of
the Funds,  may be obtained by  shareholders,  without  charge,  by  telephoning
1-800-451-5447.

<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS


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

                                                  Income from Investment Operations          Less Distributions
 

                                                          Net Realized                                                         
                                                               and                                                                  
                                       Net Asset    Net    Unrealized     Total     Dividends                              Net Asset
                                       Value at   Invest-     Gain        from      from Net   Distributions               Value at 
                                       Beginning   ment     (Loss) on   Investment Investment      from          Total        End   
                                       of Period  Income   Investments Operations    Income    Capital Gains Distributions of Period
 
   Princor Balanced Fund, Inc.(b)
        Class A
<S>                                     <C>        <C>       <C>          <C>        <C>           <C>         <C>         <C>
   
     Year Ended October 31,
       1996                             $13.74     $.38      $1.59        $1.97      $(.43)        $(.67)      $(1.10)     $14.61   
       1995                              12.43      .41       1.31         1.72       (.36)         (.05)        (.41)      13.74   
       1994                              13.26      .32       (.20)         .12       (.40)         (.55)        (.95)      12.43   
       1993                              12.78      .35       1.14         1.49       (.37)         (.64)       (1.01)      13.26   
       1992                              11.81      .41        .98         1.39       (.42)            _         (.42)      12.78   
       1991                               9.24      .46       2.61         3.07       (.50)            _         (.50)      11.81   
       1990                              11.54      .53      (1.70)       (1.17)      (.59)         (.54)       (1.13)       9.24   
       1989                              11.09      .61        .56         1.17       (.56)         (.16)        (.72)      11.54   
     Period Ended October 31, 1988 (c)    9.96      .40       1.02         1.42       (.29)            _         (.29)      11.09   
   
     Class B
     Year Ended October 31, 1996         13.71      .29       1.55         1.84       (.32)         (.67)        (.99)      14.56   
     Period Ended October 31, 1995 (f)   11.80      .31       1.90         2.21       (.30)            _         (.30)      13.71   

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

     Class B
     Year Ended October 31, 1996         14.99      .11       2.41         2.52       (.13)         (.35)        (.48)      17.03   
     Period Ended October 31, 1995  (f)  11.89      .15       3.10         3.25       (.15)            _         (.15)      14.99   

   Princor Capital Accumulation
   Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              23.69      .45       5.48         5.93       (.43)        (1.47)       (1.90)      27.72   
       1995                              20.83      .45       3.15         3.60       (.39)         (.35)        (.74)      23.69   
       1994                              21.41      .39        .93         1.32       (.41)        (1.49)       (1.90)      20.83   
       1993                              21.34      .43       1.67         2.10       (.43)        (1.60)       (2.03)      21.41   
       1992                              19.53      .45       1.82         2.27       (.46)            _         (.46)      21.34   
       1991                              14.31      .49       5.24         5.73       (.51)            _         (.51)      19.53   
       1990                              18.16      .52      (3.64)       (3.12)      (.40)         (.33)        (.73)      14.31   
Four Months Ended October 31, 1989 (h)   19.11      .18       (.06)         .12       (.29)         (.78)       (1.07)      18.16   
     Year Ended June 30,
       1989                              18.82      .53       1.10         1.63       (.51)         (.83)       (1.34)      19.11   
       1988                              21.66      .44      (1.06)        (.62)      (.41)        (1.81)       (2.22)      18.82   
       1987                              20.47      .31       3.33         3.64       (.30)        (2.15)       (2.45)      21.66   
 
     Class B
     Year Ended October 31, 1996         23.61      .21       5.45         5.66       (.22)        (1.47)       (1.69)      27.58   
     Period Ended October 31, 1995 (f)   19.12      .33       4.46         4.79       (.30)            _         (.30)      23.61   
    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                            Ratios / Supplemental Data
                                           -------------------------------------------------------------------------
                                                                                 Ratio of Net                           
                                                                       Ratio of   Investment                            
                                                        Net Assets at Expenses to  Income to  Portfolio    Average      
                                               Total    End of Period   Average     Average    Turnover   Commission    
                                            Return (a) (in thousands) Net Assets  Net Assets     Rate     Rate Paid     
                                                                                                                        
   Princor Balanced Fund, Inc.(b)                                                                                       
        Class A                                                                                                         
                                                                                                                   
     Year Ended October 31,                                                                                             
<S>    <C>                                    <C>      <C>             <C>          <C>         <C>        <C>          
   
       1996                                   15.10%   $   70,820      1.28%        2.82%       32.6%      $.0421       
       1995                                   14.18%       57,125      1.37%        3.21%       35.8%         N/A       
       1994                                     .94%       53,366      1.51%        2.70%       14.4%         N/A       
       1993                                   12.24%       39,952      1.35%        2.78%       27.5%         N/A       
       1992                                   11.86%       31,339      1.29%        3.39%       30.6%         N/A       
       1991                                   34.09%       23,372      1.30%        4.25%       23.6%         N/A       
       1990                                  (11.28)%      18,122      1.32%        5.22%       33.7%         N/A       
       1989                                   11.03%       20,144      1.25%        5.45%       30.2%         N/A       
     Period Ended October 31, 1988 (c)        12.42%(d)    16,282      1.12%(e)     4.51%(e)    65.2%(e)      N/A             
                                                                                                                        
     Class B                                                                                                            
     Year Ended October 31, 1996              14.10%        5,964      2.13%        1.93%       32.6%       .0421       
     Period Ended October 31, 1995 (f)        18.72%(d)     1,263      1.91%(e)     2.53%(e)    35.8%(e)      N/A       
                                                                                                                        
   Princor Blue Chip Fund, Inc.                                                                                         
     Class A                                                                                                            
     Year Ended October 31,                                                                                             
       1996                                   18.20%       44,389      1.33%        1.41%       13.3%       .0456       
       1995                                   22.65%       35,212      1.38%        1.83%       26.1%         N/A       
       1994                                    6.58%       27,246      1.46%        1.72%        5.5%         N/A       
       1993                                    5.65%       23,759      1.25%        1.87%       11.2%         N/A       
       1992                                    9.92%       19,926      1.56%        1.49%       13.5%         N/A       
     Period Ended October 31, 1991(g)          6.37%(d)    12,670      1.71%(e)     1.67%(e)     0.4%(e)      N/A       
                                                                                                                        
     Class B                                                                                                            
     Year Ended October 31, 1996              17.18%        6,527      2.19%         .49%       13.3%       .0456       
     Period Ended October 31, 1995  (f)       26.20%(d)     1,732      1.90%(e)      .97%(e)    26.1%(e)      N/A       
                                                                                                                        
   Princor Capital Accumulation                                                                                         
   Fund, Inc.                                                                                                           
     Class A                                                                                                            
     Year Ended October 31,                                                                                             
       1996                                   26.41%      435,617       .69%        1.82%       50.2%       .0421       
       1995                                   17.94%      339,656       .75%        2.08%       46.0%         N/A       
       1994                                    6.67%      285,965       .83%        2.02%       31.7%         N/A       
       1993                                   10.42%      240,016       .82%        2.16%       24.8%         N/A       
       1992                                   11.67%      190,301       .93%        2.17%       38.3%         N/A       
       1991                                   40.63%      152,814       .99%        2.72%       19.7%         N/A       
       1990                                  (17.82)%     109,507      1.10%        3.10%       27.7%         N/A       
Four Months Ended October 31, 1989 (h)          .44%(d)   122,685      1.10%(e)     2.87%(e)    19.7%(e)      N/A       
     Year Ended June 30,                                                                                                
       1989                                    9.53%      117,473      1.00%        3.04%       28.1%         N/A       
       1988                                   (2.30)%      97,147       .96%        2.40%       27.9%         N/A       
       1987                                   20.93%       93,545       .98%        1.73%       20.0%         N/A       
                                                                                                                        
     Class B                                                                                                            
     Year Ended October 31, 1996              25.19%        9,832      1.70%         .80%       50.2%       .0421       
     Period Ended October 31, 1995 (f)        25.06%(d)     2,248      1.50%(e)     1.07%(e)    46.0%(e)      N/A       
     
<FN>
 Notes to financial highlights

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

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

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

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period  from  December  9,1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  The  Growth  Funds  Class  B  shares
     recognized  no net  investment  income  for the  period  from  the  initial
     purchase of Class B shares on December  5, 1994  through  December 8, 1994.
     The Growth Funds Class B shares incurred unrealized loss during the initial
     interim period as follows.  This  represented  Class B share  activities of
     each fund prior to the initial public offering of Class B shares: Per Share
 
              Fund

     Princor Balanced Fund, Inc.                (0.19)
     Princor Blue Chip Fund, Inc.               (0.15)
     Princor Capital Accumulation
       Fund, Inc.                               (0.46)  
                                            
(g)  Period from March 1, 1991,  date shares  first  offered to public,  through
     October 31, 1991. Net investment income, aggregating $.01 per share for the
     period from the initial  purchase  of shares on February  11, 1991  through
     February 28, 1991,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the Fund incurred unrealized gains on investments of
     $.01 per  share  during  this  initial  interim  period.  This  represented
     activities of the fund prior to the initial public offering of fund shares.

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

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

                                                  Income from Investment Operations          Less Distributions
 

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

   Princor Emerging Growth Fund, Inc.
     Class A
   Year Ended October 31,
<S>    <C>                              <C>        <C>       <C>          <C>        <C>           <C>          <C>         <C>   
   
       1996                             $31.45     $.14      $5.05        $5.19      $(.14)        $(.75)       $(.89)      $35.75  
       1995                              25.08      .12       6.45         6.57       (.06)         (.14)        (.20)       31.45  
       1994                              23.56       _        1.61         1.61         _           (.09)        (.09)       25.08  
       1993                              19.79      .06       3.82         3.88       (.11)            _         (.11)       23.56  
       1992                              18.33      .14       1.92         2.06       (.15)         (.45)        (.60)       19.79  
       1991                              11.35      .17       7.06         7.23       (.21)         (.04)        (.25)       18.33  
       1990                              14.10      .31      (2.59)       (2.28)      (.37)         (.10)        (.47)       11.35  
       1989                              12.77      .26       2.02         2.28       (.15)         (.80)        (.95)       14.10  
   Period Ended October 31, 1988 (b)     10.50      .06       2.26         2.32       (.05)            _         (.05)       12.77  
  
     Class B
   Year Ended October 31, 1996           31.31     (.04)      4.97         4.93       (.01)         (.75)        (.76)       35.48  
   Period Ended October 31,1995 (e)      23.15       _        8.18         8.18       (.02)            _         (.02)       31.31  

   Princor Growth Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              37.22      .35       3.50         3.85       (.35)        (1.18)       (1.53)       39.54  
       1995                              31.14      .35       6.67         7.02       (.31)         (.63)        (.94)       37.22  
       1994                              30.41      .26       2.56         2.82       (.28)        (1.81)       (2.09)       31.14  
       1993                              28.63      .40       2.36         2.76       (.42)         (.56)        (.98)       30.41  
       1992                              25.92      .39       3.32         3.71       (.40)         (.60)       (1.00)       28.63  
       1991                              16.57      .41       9.32         9.73       (.38)            _         (.38)       25.92  
       1990                              19.35      .35      (1.99)       (1.64)      (.34)         (.80)       (1.14)       16.57  
   Four Months Ended October 31, 1989(f) 18.35      .08       1.17         1.25       (.16)         (.09)        (.25)       19.35  
   Year Ended June 30,
       1989                              19.84      .32        .36          .68       (.29)        (1.88)       (2.17)       18.35  
       1988                              23.27      .26      (2.08)       (1.82)      (.22)        (1.39)       (1.61)       19.84  
       1987                              21.85      .21       3.72         3.93       (.27)        (2.24)       (2.51)       23.27  
 
     Class B
     Year Ended October 31, 1996         37.10      .08       3.48         3.56       (.05)        (1.18)       (1.23)       39.43  
     Period Ended October 31, 1995 (e)   28.33      .21       8.76         8.97       (.20)            _         (.20)       37.10  
    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                             Ratios / Supplemental Data
                                                       -------------------------------------------------------------------------

                                                                                            Ratio of Net                          
                                                                                  Ratio of   Investment                           
                                                                   Net Assets at Expenses to  Income to   Portfolio    Average    
                                                          Total    End of Period   Average     Average    Turnover    Commission  
                                                       Return (a) (in thousands) Net Assets  Net Assets     Rate       Rate Paid  
                                                                                                                                  
   Princor Emerging Growth Fund, Inc.                                                                                             
     Class A                                                                                                                      
   Year Ended October 31,                                                                                                         
<S>    <C>                                                <C>        <C>           <C>           <C>        <C>        <C>        
   
       1996                                               16.89%     $229,465      1.32%         .46%       12.3%      $.0391     
       1995                                               26.41%      150,611      1.47%         .47%       13.5%         N/A     
       1994                                                6.86%       92,965      1.74%         .02%        8.1%         N/A     
       1993                                               19.66%       48,668      1.66%         .26%        7.0%         N/A     
       1992                                               11.63%       29,055      1.74%         .80%        5.8%         N/A     
       1991                                               64.56%       17,174      1.78%        1.14%        8.4%         N/A     
       1990                                              (16.80)%       8,959      1.94%        2.43%       15.8%         N/A     
       1989                                               19.65%        8,946      1.79%        2.09%       13.5%         N/A     
   Period Ended October 31, 1988 (b)                      19.72%(c)     6,076      1.52%(d)      .84%(d)    19.5%(d)      N/A     
                                                                                                                                  
     Class B                                                                                                                      
   Year Ended October 31, 1996                            16.07%       28,480      2.01%        (.24)%      12.3%       .0391     
   Period Ended October 31,1995 (e)                       35.65%(c)     8,997      2.04%(d)     (.17)%(d)   13.5%(d)      N/A     
                                                                                                                                  
   Princor Growth Fund, Inc.                                                                                                      
     Class A                                                                                                                      
     Year Ended October 31,                                                                                                       
       1996                                               10.60%      228,361      1.08%        0.95%        1.8%       .0443     
       1995                                               23.29%      174,328      1.16%        1.12%       12.2%         N/A     
       1994                                                9.82%      116,363      1.30%         .95%       13.6%         N/A     
       1993                                                9.83%       80,051      1.26%        1.40%       16.4%         N/A     
       1992                                               14.76%       63,405      1.19%        1.46%       15.6%         N/A     
       1991                                               59.30%       45,892      1.13%        1.85%       10.6%         N/A     
       1990                                               (9.20)%      28,917      1.18%        1.88%        9.7%         N/A     
   Four Months Ended October 31, 1989(f)                   6.83%(c)    32,828      1.22%(d)     1.25%(d)    50.1%(d)      N/A     
   Year Ended June 30,                                                                                                            
       1989                                                4.38%       31,770      1.08%        1.78%        9.7%         N/A     
       1988                                               (7.19)%      34,316      1.00%        1.29%       24.9%         N/A     
       1987                                                20.94%      37,006      1.01%        1.07%        4.0%         N/A     
                                                                                                                                  
     Class B                                                                                                                      
     Year Ended October 31, 1996                           9.80%       24,019      1.79%         .22%        1.8%       .0443     
     Period Ended October 31, 1995 (e)                    31.48%(c)     8,279      1.80%(d)      .31%(d)    12.2%(d)      N/A     
    
<FN>
                                        
Notes to financial highlights

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

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

(c)  Total Return amounts have not been annualized.

(d)  Computed on an annualized basis.

(e)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  The  Growth  Funds  Class  B  shares
     recognized  no net  investment  income  for the  period  from  the  initial
     purchase of Class B shares on December  5, 1994  through  December 8, 1994.
     The Growth Funds Class B shares incurred unrealized loss during the initial
     interim period as follows.  This  represented  Class B share  activities of
     each fund prior to the initial public offering of Class B shares:
 
               Fund
     
     Princor Emerging Growth Fund, Inc.                  (0.77)
     Princor Growth Fund, Inc.                           (0.86)
 
(f)  Effective July 1, 1989,  the fund changed its fiscal  year-end from June 30
     to October 3l.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GROWTH-ORIENTED FUNDS

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

                                                  Income from Investment Operations          Less Distributions                     
                                                                                                                                    
                                                                                                                                    
                                                          Net Realized                                                              
                                                               and                                                                  
                                       Net Asset    Net    Unrealized     Total     Dividends                              Net Asset
                                       Value at   Invest-     Gain        from      from Net   Distributions               Value at 
                                       Beginning   ment     (Loss) on   Investment Investment      from          Total        End   
                                       of Period  Income   Investments Operations    Income    Capital Gains Distributions of Period
                                                                                                                                    
                                                                                                                                    
   Princor Utilities Fund, Inc.                                                                                                     
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>        <C>          <C>       <C>            <C>         <C>        <C>      
   
       1996                             $10.94     $.44 (b)   $.45         $.89      $(.43)         $ _         $(.43)     $11.40   
       1995                               9.25      .48 (b)   1.70         2.18       (.49)           _          (.49)      10.94   
       1994                              11.45      .46 (b)  (2.19)       (1.73)      (.45)         (.02)        (.47)       9.25   
     Period Ended October 31, 1993 (d)   10.18      .35 (b)   1.27         1.62       (.35)           _          (.35)      11.45   
     Class B
     Year Ended October 31, 1996         10.93      .36 (b)   0.43         0.79       (.34)           _          (.34)      11.38   
     Period Ended October 31, 1995 (f)    9.20      .40 (b)   1.77         2.17       (.44)           _          (.44)      10.93   

   Princor World Fund, Inc.
     Class A
     Year Ended October 31,
       1996                               7.28      .10       1.17         1.27       (.08)         (.33)        (.41)       8.14   
       1995                               7.44      .08       (.02)         .06       (.03)         (.19)        (.22)       7.28   
       1994                               6.85      .01        .64          .65       (.02)         (.04)        (.06)       7.44   
       1993                               5.02      .03       1.98         2.01       (.05)         (.13)        (.18)       6.85   
       1992                               5.24      .06       (.14)        (.08)      (.06)         (.08)        (.14)       5.02   
       1991                               4.64      .05        .58          .63       (.03)           _          (.03)       5.24   
       1990                               4.66      .09       (.04)         .05       (.07)           _          (.07)       4.64   
     Ten Months Ended October 31, 1989(g) 4.58      .07        .07          .14       (.06)           _          (.06)       4.66   
     Year Ended December 31,
       1988 (h)                           3.88      .12        .67          .79       (.09)           _          (.09)       4.58   
       1987 (h)                           8.55      .12       (.96)        (.84)      (.08)        (3.75)       (3.83)       3.88   
       1986 (h)                           7.32      .45       2.17         2.62       (.44)         (.95)       (1.39)       8.55   
 
     Class B
     Year Ended October 31, 1996          7.24      .03       1.15         1.18       (.02)         (.33)        (.35)       8.07   
     Period Ended October 31, 1995 (f)    6.71      .05        .51          .56       (.03)           _          (.03)       7.24   
    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                       Ratios / Supplemental Data
                                              -------------------------------------------------------------------------
                                                                                  Ratio of Net                            
                                                                        Ratio of   Investment                             
                                                         Net Assets at Expenses to  Income to   Portfolio    Average      
                                                Total    End of Period   Average     Average    Turnover    Commission    
                                             Return (a) (in thousands) Net Assets  Net Assets     Rate       Rate Paid    
                                                                                                                          
                                                                                                                          
   Princor Utilities Fund, Inc.                                                                                           
     Class A                                                                                                              
     Year Ended October 31,                                                                                               
<S>    <C>                                       <C>        <C>          <C>          <C>         <C>        <C>          
   
       1996                                      8.13%      $66,322      1.17% (b)    3.85%       34.2%      $.0410       
       1995                                     24.36%       65,873      1.04% (b)    4.95%       13.0%         N/A       
       1994                                    (15.20)%      56,747      1.00% (b)    4.89%       13.8%         N/A       
     Period Ended October 31, 1993 (d)          15.92%(c)    50,372      1.00% (e)(b) 4.48% (e)    4.3% (e)     N/A       
     Class B                                                                                                              
     Year Ended October 31, 1996                 7.23%(c)     5,579      1.93%        3.07%       34.2%       .0410       
     Period Ended October 31, 1995 (f)          24.18%(c)     3,952      1.72%(b)(e)  3.84% (e)   13.0% (e)     N/A       
                                                                                                                          
   Princor World Fund, Inc.                                                                                               
     Class A                                                                                                              
     Year Ended October 31,                                                                                               
       1996                                     18.36%      172,276      1.45%        1.43%       23.8%       .0197       
       1995                                      1.03%      126,554      1.63%        1.10%       35.4%         N/A       
       1994                                      9.60%      115,812      1.74%         .10%       13.2%         N/A       
       1993                                     41.39%       63,718      1.61%         .59%       19.5%         N/A       
       1992                                     (1.57)%      35,048      1.69%        1.23%       19.9%         N/A       
       1991                                     13.82%       26,478      1.72%        1.36%       27.6%         N/A       
       1990                                       .94%       16,044      1.79%        1.89%       37.9%         N/A       
     Ten Months Ended October 31, 1989(g)        2.98%(c)    13,928      1.55%(e)     1.82%(e)    32.4%(e)      N/A       
     Year Ended December 31,
       1988 (h)                                 20.25%       13,262      1.55%        1.43%       56.9%         N/A       
       1987 (h)                                (10.13)%       3,943      2.09%         .83%      183.0%         N/A       
       1986 (h)                                 36.40%        9,846      2.17%         .73%      166.0%         N/A
                                                                                                                          
     Class B                                                                                                              
     Year Ended October 31, 1996                17.16%       15,745      2.28%         .64%       23.8%       .0197       
     Period Ended October 31, 1995 (f)           9.77%(c)     3,908      2.19%(e)      .58%(e)    35.4%(e)      N/A       
    
<FN>
Notes to financial highlights

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

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses for the periods  (year  except as noted)  ended  October 31 of the
     years indicated,  the following funds would have had per share expenses and
     the ratios of expenses to average net assets as shown:
 
                              Per Share     Ratio of Expenses   
                             Net Invest-    to Average Net      Amount
     Fund             Year   ment Income        Assets          Waived
 
Princor Utilties
  Fund, Inc.
    Class A          1996       .43            1.25%            54,932
                     1995       .46            1.30%           151,145
                     1994       .41            1.50%           284,836
                     1993(d)    .32            1.54(e)         139,439
 
    Class B          1996       .34            2.06%             6,690
                     1995(f)    .40            1.81%(e)          1,338

(c)  Total Return amounts have not been annualized.

(d)  Period from December 16, 1992, date shares first offered to public, through
     October 31, 1993. Net investment income, aggregating $.05 per share for the
     period from the initial  purchase  of shares on November  16, 1992  through
     December 15, 1992,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the fund incurred unrealized gains on investments of
     $.13  per  share  during  the  initial  interim  period.  This  represented
     activities of the fund prior to the initial public offering of fund shares.

(e)  Computed on an annualized basis.

(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  Certain of the 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,  Princor
     Management  Corporation.  Additionally,  the  Growth  Funds  Class B shares
     incurred unrealized loss during the initial interim period as follows. This
     represented  Class B share  activities  of each fund  prior to the  initial
     public offering of Class B shares:

                                        Per Share            Per Share
                                     Net Investment         Unrealized
               Fund                      Income               (Loss)
     Princor Utilities Fund, Inc.         .01                 (0.01)
     Princor World Fund, Inc.              __                 (0.07)

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

(h)  The investment manager of Princor World Fund, Inc. was changed on August 1,
     1988 to the current manager, Princor Management Corporation. The years 1983
     through 1987 are not covered by the current independent auditor's report.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INCOME-ORIENTED AND MONEY MARKET FUNDS

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

                                                  Income from Investment Operations          Less Distributions
 

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

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

     Class B
    Year Ended October 31, 1996         11.41       .67 (b)   (.25)      0.42       (.68)            _         (.68)         11.15  
    Period Ended October 31, 1995 (f)   10.19       .63 (b)   1.19       1.82       (.60)            _         (.60)         11.41  

   Princor Cash Management Fund, Inc.
     Class A
    Year Ended October 31,
       1996                               1.000     .049 (b)    _         .049      (.049)           _         (.049)        1.000  
       1995                               1.000     .052 (b)    _         .052      (.052)           _         (.052)        1.000  
       1994                               1.000     .033 (b)    _         .033      (.033)           _         (.033)        1.000  
       1993                               1.000     .026 (b)    _         .026      (.026)           _         (.026)        1.000  
       1992                               1.000     .036 (b)    _         .036      (.036)           _         (.036)        1.000  
       1991                               1.000     .061 (b)    _         .061      (.061)           _         (.061)        1.000  
       1990                               1.000     .074 (b)    _         .074      (.074)           _         (.074)        1.000  
    Four Months Ended October 31, 1989 (g)1.000     .027 (b)    _         .027      (.027)           _         (.027)        1.000  
    Year Ended June 30,
       1989                               1.000     .080 (b)    _         .080      (.080)           _         (.080)        1.000  
       1988                               1.000     .060        _         .060      (.060)           _         (.060)        1.000  
       1987                               1.000     .053        _         .053      (.053)           _         (.053)        1.000  
 
     Class B
    Year Ended October 31, 1996          1.000     .041 (b)     _         .041      (.041)           _         (.041)        1.000  
    Period Ended October 31, 1995 (f)    1.000     .041 (b)     _         .041      (.041)           _         (.041)        1.000  

   Princor Government Securities
   Income Fund, Inc.
     Class A
    Year Ended October 31,
       1996                              11.31      .70       (.05)       .65       (.70)            _          (.70)        11.26  
       1995                              10.28      .71       1.02       1.73       (.70)                       (.70)        11.31  
       1994                              11.79      .69      (1.40)      (.71)      (.68)         (.12)         (.80)        10.28  
       1993                              11.44      .74        .55       1.29       (.74)         (.20)         (.94)        11.79  
       1992                              11.36      .81        .12        .93       (.81)         (.04)         (.85)        11.44  
       1991                              10.54      .85        .84       1.69       (.87)            _          (.87)        11.36  
       1990                              10.76      .85       (.22)       .63       (.85)            _          (.85)        10.54  
    Four Months Ended October 31, 1989(g)10.66      .29        .09        .38       (.28)            _          (.28)        10.76  
    Year Ended June 30,
       1989                              10.33      .87        .32       1.19       (.86)            _          (.86)        10.66  
       1988                              10.40      .89       (.05)       .84       (.88)         (.03)         (.91)        10.33  
       1987                              10.82      .86       (.13)       .73       (.87)         (.28)        (1.15)        10.40  
 
     Class B
     Year Ended October 31, 1996         11.29      .61       (.05)       .56       (.62)            _          (.62)        11.23  
     Period Ended October 31, 1995(f)    10.20      .56       1.07       1.63       (.54)            _          (.54)        11.29  
    
</TABLE>
<TABLE>
<CAPTION>
                                                                             Ratios / Supplemental Data
                                                       -------------------------------------------------------------------------

                                                                                              Ratio of Net               
                                                                                   Ratio of    Investment                
                                                                    Net Assets at Expenses to   Income to     Portfolio  
                                                          Total     End of Period   Average      Average       Turnover  
                                                       Return (a)  (in thousands) Net Assets   Net Assets        Rate    
                                                                                                                         
                                                                                                                         
   Princor Bond Fund, Inc.                                                                                                
     Class A                                                                                                              
    Year Ended October 31,                                                                                                
<S>    <C>                                               <C>         <C>            <C>           <C>            <C>     
   
       1996                                              4.74%       $113,437       .95% (b)      6.85%          3.4%    
       1995                                             19.73%        106,962       .94% (b)      7.26%          5.1%    
       1994                                             (6.01)%        88,801       .95% (b)      7.27%          8.9%    
       1993                                             15.22%         85,015       .92% (b)      7.19%          9.3%    
       1992                                             11.45%         62,534       .88% (b)      7.95%          8.4%    
       1991                                             16.04%         37,825       .80% (b)      8.66%           .9%    
       1990                                              3.08%         22,719      1.22%          8.40%          3.6%    
       1989                                             11.54%         13,314      1.24%          8.59%          0.0%    
    Period Ended October 31, 1988 (c)                   11.59% (d)     10,560       .70% (b)(e)   8.85%(e)      63.9%    
                                                                                                                         
     Class B                                                                                                             
    Year Ended October 31, 1996                          3.91%          7,976      1.69% (b)      6.14%          3.4%    
    Period Ended October 31, 1995 (f)                   17.98% (d)      2,708      1.59% (b)(e)   6.30%(e)       5.1% (e)
                                                                                                                         
   Princor Cash Management Fund, Inc.                                                                                    
     Class A                                                                                                             
    Year Ended October 31,                                                                                               
       1996                                             5.00%         694,962       .66% (b)      4.88%          N/A     
       1995                                             5.36%         623,864       .72% (b)      5.24%          N/A     
       1994                                             3.40%         332,346       .70% (b)      3.27%          N/A     
       1993                                             2.67%         284,739       .67% (b)      2.63%          N/A     
       1992                                             3.71%         247,189       .65% (b)      3.66%          N/A     
       1991                                             6.29%         262,543       .61% (b)      5.95%          N/A     
       1990                                             7.65%         151,007       .93% (b)      7.36%          N/A      
    Four Months Ended October 31, 1989 (g               2.63% (d)     124,895      1.04% (b)(e)   7.86% (e)      N/A     )
    Year Ended June 30,                                                                                                   
       1989                                             8.15%         120,149      1.00% (b)      8.21%          N/A      
       1988                                             6.18%          51,320      1.02%          6.06%          N/A      
       1987                                             5.34%          45,015      1.02%          5.33%          N/A      
                                                                                                                          
     Class B                                                                                                              
    Year Ended October 31, 1996                         4.13%            520      1.50%          4.08%           N/A     
    Period Ended October 31, 1995 (f)                   4.19% (d)        208      1.42% (b)(e)   4.50% (e)       N/A     
                                                                                                                         
   Princor Government Securities                                                                                         
   Income Fund, Inc.                                                                                                     
     Class A                                                                                                             
    Year Ended October 31,                                                                                               
       1996                                             6.06%        259,029       .81%          6.31%         25.9%     
       1995                                            17.46%        261,128       .87%          6.57%         10.1%     
       1994                                            (6.26)%       249,438       .95%          6.35%         24.8%     
       1993                                            11.80%        236,718       .93%          6.38%         52.6%     
       1992                                             8.49%        161,565       .95%          7.04%         54.3%     
       1991                                            16.78%         94,613       .98%          7.80%         14.9%     
       1990                                             6.17%         71,806      1.07%          8.15%         22.4%     
    Four Months Ended October 31, 1989(g)               3.63% (d)     55,702      1.07% (e)      8.18% (e)      5.2% (e) 
    Year Ended June 30,                                                                                                   
       1989                                            12.37%         56,848       .96%          8.58%           _       
       1988                                             8.60%         59,884       .82%          8.65%           _       
       1987                                             7.00%         65,961       .92%          7.93%         17.6%     
                                                                                                                         
     Class B                                                                                                             
     Year Ended October 31, 1996                        5.17%         11,586      1.60%          5.53%         25.9%     
     Period Ended October 31, 1995(f)                  16.07%(d)       4,699      1.53% (e)      5.68% (e)     10.1% (e) 
    
<FN>
Notes to financial highlights

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

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  for  the  periods  (year,   except  as  noted  in  the  financial
     statements)  ended October 31 of the years  indicated,  the following funds
     would have had per share expenses and the ratios of expenses to average net
     assets as shown:
 
                                      Per Share     Ratio of Expenses    
                                      Net Invest-    to Average Net      Amount
     Fund                     Year    ment Income   _____Assets____      Waived

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

   Class B                    1996       $.67           1.79%             5,874
                              1995 (f)    .62           1.62% (e)           300

Princor Cash Management
  Fund, Inc.
   Class A                    1996        .049           .67%             7,102
                              1995        .052           .78%           296,255
                              1994        .031           .90%           595,343
                              1993        .025           .84%           468,387
                              1992        .035           .80%           385,328
                              1991        .059           .79%           433,196
                              1990        .073          1.01%           106,841
                              1989**      .026          1.06% (e)       101,625
                              1989*       .079          1.11%             9,558
 
   Class B                    1996        .029          3.94% (e)         6,140
                              1995 (f)    .041          1.63% (e)           104
    

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

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

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  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,  Princor
     Management  Corporation.  Additionally,  the  Income  Funds  Class B shares
     incurred unrealized loss during the initial interim period as follows. This
     represented  Class B share  activities  of each fund prior to the  intitial
     public offering of Class B shares:

                                          Per Share           Per Share
                                       Net Investment         Unrealized
              Fund                        Income___             (Loss)
     Princor Bond Fund, Inc.                .01                   _
     Princor Government Securities
       Income Fund, Inc.                    .01                  (.02)

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

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

                                                  Income from Investment Operations          Less Distributions
 

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

   Princor High Yield Fund, Inc.
     Class A
    Year Ended October 31,
<S>    <C>                              <C>      <C>        <C>         <C>        <C>             <C>        <C>            <C>    
   
       1996                             $ 8.06   $ .68      $ .23       $  .91     $ (.70)         $ _        $ (.70)        $8.27  
       1995                               7.83     .68        .20          .88       (.65)           _          (.65)         8.06  
       1994                               8.36     .63       (.51)         .12       (.65)           _          (.65)         7.83  
       1993                               8.15     .71        .21          .92       (.71)           _          (.71)         8.36  
       1992                               7.86     .79        .29         1.08       (.79)           _          (.79)         8.15  
       1991                               7.12     .88        .80         1.68       (.94)           _          (.94)         7.86  
       1990                               9.47    1.10      (2.35)       (1.25)     (1.09)         (.01)       (1.10)         7.12  
       1989                              10.44    1.10       (.83)         .27      (1.09)         (.15)       (1.24)         9.47  
    Period Ended October 31, 1988 (b)     9.97     .98 (c)    .38         1.36       (.89)           _          (.89)        10.44  
     Class B
    Year Ended October 31, 1996           8.05     .60        .20          .80       (.63)           _          (.63)         8.22  
    Period Ended October 31, 1995  (f)    7.64     .53        .38          .91       (.50)           _          (.50)         8.05  

   Princor Limited Term Bond Fund, Inc.
     Class A
    Year Ended October 31, 1996 (h)       9.90    .38 (c)    (.04)         .34       (.35)           _         (.35)          9.89  
     Class B  
     Year Ended October 31, 1996 (h)      9.90    .36 (c)    (.05)         .31       (.32)           _         (.32)          9.89  

   Princor Tax-Exempt Bond Fund, Inc.
     Class A
    Year Ended October 31,
       1996                              11.98    .64         .07          .71       (.65)           _         (.65)         12.04  
       1995                              10.93    .65        1.05         1.70       (.65)           _         (.65)         11.98  
       1994                              12.62    .64       (1.54)        (.90)      (.63)         (.16)       (.79)         10.93  
       1993                              11.62    .66        1.11         1.77       (.66)         (.11)       (.77)         12.62  
       1992                              11.47    .68         .19          .87       (.69)         (.03)       (.72)         11.62  
       1991                              10.82    .69         .68         1.37       (.70)         (.02)       (.72)         11.47  
       1990                              11.06    .68        (.25)         .43       (.67)           _         (.67)         10.82  
    Four Months Ended October 31, 1989(g)11.18    .22        (.12)         .10       (.22)           _         (.22)         11.06  
    Year Ended June 30,
       1989                              10.40    .69         .77         1.46       (.68)           _         (.68)         11.18  
       1988                              10.51    .71         .06          .77       (.72)         (.16)       (.88)         10.40  
       1987                              10.75    .72        (.11)         .61       (.73)         (.12)       (.85)         10.51  
     Class B
    Year Ended October 31, 1996          11.96    .55        0.06         0.61       (.55)           _         (.55)         12.02  
    Period Ended October 31, 1995 (f)    10.56    .50        1.38         1.88       (.48)           _         (.48)         11.96  

   Princor Tax-Exempt Cash
   Management Fund, Inc.
     Class A
    Year Ended October 31,
       1996                              1.000    .029 (c)    _           .029      (.029)           _         (.029)        1.000  
       1995                              1.000    .032 (c)    _           .032      (.032)           _         (.032)        1.000  
       1994                              1.000    .021(c)     _           .021      (.021)           _         (.021)        1.000  
       1993                              1.000    .020 (c)    _           .020      (.020)           _         (.020)        1.000  
       1992                              1.000    .028 (c)    _           .028      (.028)           _         (.028)        1.000  
       1991                              1.000    .043 (c)    _           .043      (.043)           _         (.043)        1.000  
       1990                              1.000    .053 (c)    _           .053      (.053)           _         (.053)        1.000  
       1989                              1.000    .058 (c)    _           .058      (.058)           _         (.058)        1.000  
    Period Ended October 31, 1988 (i)    1.000    .005 (c)    _           .005      (.005)           _         (.005)        1.000  
     Class B
    Year Ended October 31, 1996          1.000    .021 (c)    _           .021      (.021)           _         (.021)        1.000  
    Period Ended October 31, 1995 (f)    1.000    .021 (c)    _           .021      (.021)           _         (.021)        1.000  
    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                        Ratios / Supplemental Data
                                                -------------------------------------------------------------------------
 
                                                                                       Ratio of Net                
                                                                            Ratio of    Investment                 
                                                             Net Assets at Expenses to   Income to    Portfolio    
                                                   Total     End of Period   Average      Average      Turnover    
                                                Return (a)  (in thousands) Net Assets   Net Assets       Rate      
                                                                                                                   
                                                                                                                   
   Princor High Yield Fund, Inc.                                                                                   
     Class A                                                                                                       
    Year Ended October 31,                                                                                         
<S>    <C>                                        <C>        <C>             <C>          <C>            <C>       
   
       1996                                       11.88%     $ 28,432        1.26%        8.49%          18.8%     
       1995                                       11.73%       23,396        1.45%        8.71%          40.3%     
       1994                                        1.45%       19,802        1.46%        7.82%          27.2%     
       1993                                       11.66%       19,154        1.35%        8.57%          23.4%     
       1992                                       14.35%       16,359        1.41%        9.69%          28.2%     
       1991                                       25.63%       13,195        1.50%       12.06%          14.2%     
       1990                                      (14.51)%       9,978        1.45%       12.99%          15.8%     
       1989                                        2.68%       12,562        1.43%       11.22%          19.9%     
    Period Ended October 31, 1988 (b)             14.15% (d)   10,059         .77%(c)(e) 10.55% (e)      73.2% (e) 
     Class B                                                                                                       
    Year Ended October 31, 1996                   10.46%        2,113        2.38%        7.39%          18.8%     
    Period Ended October 31, 1995  (f)            12.20% (d)      633        2.10% (e)    7.78% (e)      40.3% (e) 
                                                                                                              
   Princor Limited Term Bond Fund, Inc.                                                                            
     Class A                                                                                                       
    Year Ended October 31, 1996 (h)                3.62% (d)   17,249         .89% (c)(e) 6.01% (e)      16.5% (e) 
     Class B                                                                                                       
     Year Ended October 31, 1996 (h)               3.32% (d)      112        1.15% (c)(e) 5.75% (e)      16.5% (e) 
                                                                                                                   
   Princor Tax-Exempt Bond Fund, Inc.                                                                              
     Class A                                                                                                       
    Year Ended October 31,                                                                                         
       1996                                        6.08%      187,180         .78%        5.34%           9.8%     
       1995                                       16.03%      179,715         .83%        5.67%          17.6%     
       1994                                       (7.41)%     171,425         .91%        5.49%          20.6%     
       1993                                       15.70%      177,480         .89%        5.45%          20.3%     
       1992                                        7.76%      106,661         .99%        5.96%          22.9%     
       1991                                       13.09%       62,755        1.01%        6.24%          13.1%     
       1990                                        4.06%       46,846        1.11%        6.31%           2.6%     
    Four Months Ended October 31, 1989(g)           .90% (d)   36,877        1.24% (e)    6.18% (e)       5.1% (e) 
    Year Ended June 30,
       1989                                       14.64%       31,278        1.07%        6.54%           2.1%     
       1988                                        7.76%       22,812         .95%        7.00%          11.0%     
       1987                                        5.60%       19,773         .70%        6.70%          40.8%     
     Class B                                                                                                       
    Year Ended October 31, 1996                    5.23%        5,794        1.52%        4.59%           9.8%     
    Period Ended October 31, 1995 (f)             17.97% (d)    3,486        1.51% (e)    4.78% (e)      17.6% (e) 
                                                                                                                   
   Princor Tax-Exempt Cash                                                                                         
   Management Fund, Inc.                                                                                           
     Class A                                                                                                       
    Year Ended October 31,                                                                                         
       1996                                       2.92%       98,482         .71% (c)    2.87%            N/A      
       1995                                       3.24%       99,887         .69% (c)    3.19%            N/A      
       1994                                       2.11%       79,736         .67% (c)    2.08%            N/A      
       1993                                       1.99%       79,223         .66% (c)    1.96%            N/A      
       1992                                       2.86%       69,224         .65% (c)    2.84%            N/A      
       1991                                       4.36%       71,469         .61% (c)    4.27%            N/A      
       1990                                       5.40%       58,301         .71% (c)    5.26%            N/A      
       1989                                       5.88%       42,639         .60% (c)    5.78%            N/A      
    Period Ended October 31, 1988 (i)              .47% (d)    6,000         .26% (c)(e) 5.24% (e)        N/A      
     Class B                                                                                                       
    Year Ended October 31, 1996                   2.13%           27        1.47%        2.11%            N/A      
    Period Ended October 31, 1995 (f)             2.19% (d)       27        1.42% (c)(e) 2.40% (e)        N/A      
                                                                                                                   
    

<FN>
Notes to financial highlights

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

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

(c)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses for the periods  (year  except as noted)  ended  October 31 of the
     years indicated,  the following funds would have had per share expenses and
     the ratios of expenses to average net assets as shown:
 
                                                                    Per Share Net  Ratio of Expenses
                                                                     Investment     to Average Net
                Fund                                    Year           Income           Assets
 
 
     Princor High Yield Fund, Inc.                     1988(b)          $.95            1.33%(e)

   
     Princor Limited Term Bond Fund, Inc.
     Class A                                           1996              .37            1.16%
     Class B                                           1996              .34            1.94%(e)

     Princor Tax-Exempt Cash  Management Fund, Inc.
     Class A                                           1996              .028            .77%
                                                       1995              .031            .84%
                                                       1994              .019            .85%
                                                       1993              .018            .83%
                                                       1992              .026            .82%
                                                       1991              .040            .83%
                                                       1990              .050            .96%
                                                       1989              .053           1.04%
                                                       1988(i)           .004            .76%(e)
     Class B                                           1996             (.243)         27.43%
                                                       1995(f)           .018           1.89%(e)


(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.
    
(f)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  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,  Princor
     Management  Corporation.  Additionally,  the  Income  Funds  Class B shares
     incurred unrealized loss during the initial interim period as follows. This
     represented  Class B share  activities  of each fund  prior to the  initial
     public offering of Class B shares:
 
 
                                                 Per Share        Per Share
                                              Net Investment      Unrealized
                Fund                              Income           (Loss)
     Princor High Yield Fund, Inc.                  .01            (0.03)
     Princor Tax-Exempt Bond Fund, Inc.              _             (0.05)

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

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

(i)  Period  from  September  30,  1988,  date shares  first  offered to public,
     through  October 31, 1988. Net  investment  income,  aggregating  $.005 per
     share,  for the period  from the  initial  purchase of shares on August 23,
     1988 through September 29, 1988, was recognized and distributed to its sole
     stockholder,  Principal Mutual Life Insurance  Company,  during the period.
     This  represented  activities  of the  Fund  prior  to the  initial  public
     offering of Fund shares.
[/FN]
</TABLE>
 INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

     GROWTH-ORIENTED FUNDS

     The Princor  Growth-Oriented  Funds currently include four Funds which seek
capital   appreciation   through   investments  in  equity  securities  (Capital
Accumulation  Fund,  Emerging Growth Fund, Growth Fund and World Fund), one Fund
which seeks a total investment  return  including both capital  appreciation and
income through  investments in equity and debt securities  (Balanced  Fund), one
Fund which  seeks  growth of  capital  and  growth of income  primarily  through
investments in common stocks of well  capitalized,  established  companies (Blue
Chip Fund) and one fund which  seeks  current  income  and  long-term  growth of
income and capital through investments in equity and fixed-income  securities of
public utilities companies (Utilities Fund).

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

     Princor Balanced Fund 

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

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

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

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

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

     To achieve its investment  objective,  the Fund may at times  emphasize the
generation of interest  income by investing in short,  medium or long-term  debt
securities.  Investment  in debt  securities  may  also  be made  with a view to
realizing capital appreciation when the Manager believes that declining interest
rates may increase  market  values.  The Fund may also purchase  "deep  discount
bonds," i.e., bonds which are selling at a substantial  discount from their face
amount, with a view to realizing capital appreciation.
 
     The Fund may invest in the following  short-term money market  investments:
U.S.  Treasury  bills,  bank  certificates  of  deposit,  bankers'  acceptances,
repurchase agreements,  commercial paper and commercial paper master notes which
are floating rate debt instruments without a fixed maturity.  The Fund will only
invest in  domestic  bank  certificates  of  deposit  issued by banks  which are
members of the Federal  Reserve System that have total deposits in excess of one
billion dollars.

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

Princor Blue Chip Fund

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

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

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

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

 Princor Capital Accumulation Fund

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

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

Princor Emerging Growth Fund

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

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

Princor Growth Fund

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

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

Princor Utilities Fund

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

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

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

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

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

     When in the opinion of the Manager  current  market or economic  conditions
warrant, the Fund may for temporary defensive purposes place all or a portion of
its assets in cash,  on which the Fund would earn no income,  cash  equivalents,
bank  certificates  of  deposit,  bankers  acceptances,  repurchase  agreements,
commercial  paper,  commercial  paper master notes or United  States  Government
securities.  When  investing  for temporary  defensive  purposes the Fund is not
investing so as to achieve its investment objective.  The Fund may also maintain
reasonable  amounts  of  cash or  short-term  debt  securities  for  daily  cash
management purposes or pending selection of particular long-term investments.

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

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

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

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

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

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

     INCOME-ORIENTED FUNDS

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

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

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

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

     During the fiscal year ended October 31, 1996, the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

   
 Moody's Rating             Portfolio Percentage
       Aa                               .94%
        A                             19.36%
       Baa                            77.11%
       Ba                              1.09%
        B                              1.50%

     The  above  percentage  for A rated  securities  include  .34%  of  unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.
    

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

Princor Government Securities Income Fund

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

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

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

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

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

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

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

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

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

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

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

Princor High Yield Fund

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

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

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

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

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

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

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

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

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

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

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

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

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

     The Fund seeks to minimize the risks of investing in lower-rated securities
through   diversification,   investment   analysis  and   attention  to  current
developments in interest rates and economic conditions. Because the Fund invests
primarily in securities in the lower rating  categories,  the achievement of the
Fund's goals is more  dependent on the Manager's  ability than would be the case
if the Fund were  investing  in  securities  in the  higher  rating  categories.
Although the Fund's Manager  considers  security ratings when making  investment
decisions, it performs its own investment analysis and does not rely principally
on the  ratings  assigned  by the rating  services.  There are risks in applying
credit ratings as a method for evaluating  high yield  securities.  For example,
credit ratings evaluate the safety of principal and interest  payments,  not the
market value risk of high yield securities,  and credit rating agencies may fail
to make  timely  changes in credit  ratings to reflect  subsequent  events.  The
Manager's analysis includes traditional security analysis considerations such as
the issuer's experience and managerial  strength,  changing financial condition,
borrowing  requirements or debt maturity  schedules,  and its  responsiveness to
changes in business  conditions and interest rates.  It also considers  relative
values based on  anticipated  cash flow,  interest or dividend  coverage,  asset
coverage  and earnings  prospects.  In addition,  the Manager  analyzes  general
business  conditions and other factors such as  anticipated  changes in economic
activity and interest rates, the  availability of new investment  opportunities,
and the  economic  outlook for  specific  industries.  The Manager  continuously
monitors  the issuers of portfolio  securities  to determine if the issuers will
have  sufficient  cash flow and profits to meet required  principal and interest
payments and to assure the securities' liquidity so the Fund can meet redemption
requests.  During the fiscal year ended October 31, 1996,  the percentage of the
Fund's  portfolio  securities  invested in the various  ratings  established  by
Moody's,  based  upon the  weighted  average  ratings of the  portfolio,  was as
follows:

   
   Moody's Rating             Portfolio Percentage
         Baa                           1.91%
         Ba                           41.54%
          B                           54.06%
          C                            2.49%

     The  above  percentages  for  Ba and B  rated  securities  include  unrated
securities  in the  amount of .13%,  and  .21%,  respectively,  which  have been
determined by the Manager to be of comparable quality.
    

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

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

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

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

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

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

Princor Tax-Exempt Bond Fund

     The objective of Princor Tax-Exempt Bond Fund is to seek as high a level of
current income exempt from federal income tax as is consistent with preservation
of capital.  The Fund seeks to achieve its objective by investing primarily in a
diversified  portfolio  of  securities  issued by or on behalf of state or local
governments  or  other  public   authorities.   Interest  on  these  obligations
("Municipal  Obligations")  is exempt from federal  income tax in the opinion of
bond counsel to the issuer.
 
     The Fund will invest, during normal market conditions,  at least 80% of its
total assets in Municipal  Obligations which, at the time of purchase,  meet the
following standards: (a) Municipal Bonds rated within the four highest grades by
(i) Moody's,  these ratings are:  Aaa, Aa, A and Baa or (ii) S&P,  these ratings
are: AAA, AA, A and BBB; (b)  Municipal  Notes rated within the highest grade by
Moody's (MIG-1) or S&P (SP-1);  (c) Municipal  Commercial Paper rated within the
highest  grade by Moody's  (Prime-1)  or S&P (A-1);  and (d)  unrated  Municipal
Obligations comparable in quality to those described above in the opinion of the
Fund's Manager.

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

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

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

     During the fiscal year ended October 31, 1996, the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

   
   Moody's Rating           Portfolio Percentage
         Aaa                        .50%
         AA                       17.17%
          A                       33.46%
         Baa                      41.38%
         Ba                        7.50%

     The above  percentages for AA, A and Baa rated  securities  include unrated
securities in the amount of 1.42%,  4.95% and 10.56%,  respectively,  which have
been determined by the Manager to be of comparable quality.
    

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

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

     MONEY MARKET FUNDS

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

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

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

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

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

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

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

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

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

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

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

Princor Cash Management Fund

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

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

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

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

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

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

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

Princor Tax-Exempt Cash Management Fund

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

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

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

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

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

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

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

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

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

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

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

Repurchase Agreements/Lending Portfolio Securities

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

Forward Commitments

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

Warrants

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

Borrowing

     As a matter of  fundamental  policy,  each Fund may  borrow  money only for
temporary or emergency  purposes.  Each of the Funds,  except the Balanced Fund,
Blue Chip Fund, Bond Fund,  Emerging Growth Fund,  Government  Securities Income
Fund,  High Yield Fund,  Limited Term Bond Fund,  Utilities Fund and World Fund,
may borrow only from banks.  Further, each Fund may borrow only in an amount not
exceeding 5% of its assets, except:

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

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

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

Options

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

General

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

RISK FACTORS

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

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

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

     Each of the following Princor Funds may invest in foreign securities to the
indicated  percentage  of its assets:  World Fund - 100%;  Balanced,  Blue Chip,
Bond, Capital Accumulation, Emerging Growth, High Yield, Limited Term Bond Fund,
and Utilities Funds - 20%. Neither the Government Securities Income Fund nor the
Tax-Exempt  Bond Fund may invest in foreign  securities.  Investment  in foreign
securities  presents  certain  risks which may affect a Fund's net asset  value.
These risks include,  but are not limited to, those resulting from  fluctuations
in currency exchange rates, revaluation of currencies, the imposition of foreign
taxes,  the  withholding  of taxes on  dividends  at the source,  political  and
economic  developments  including  war,  expropriations,   nationalization,  the
possible imposition of currency exchange controls and other foreign governmental
laws or  restrictions,  reduced  availability of public  information  concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements  comparable to those applicable to domestic  issuers.
Moreover, securities of many foreign issuers may be less liquid and their prices
more  volatile  than  those  of  comparable   domestic  issuers.   In  addition,
transactions in foreign  securities may be subject to higher costs, and the time
for  settlement of  transactions  in foreign  securities  may be longer than the
settlement  period  for  domestic  issuers.   A  Fund's  investment  in  foreign
securities may also result in higher  custodial  costs and the costs  associated
with currency conversions.

HOW THE FUNDS ARE MANAGED

   
     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the Funds is Princor  Management  Corporation  (the  "Manager"),  an  indirectly
wholly-owned  subsidiary of Principal  Mutual Life Insurance  Company,  a mutual
life  insurance  company  organized in 1879 under the laws of the State of Iowa.
The address of the Manager is The Principal  Financial Group,  Des Moines,  Iowa
50392.  The Manager was  organized on January 10, 1969,  and since that time has
managed  various  mutual  funds  sponsored by  Principal  Mutual Life  Insurance
Company.  As of November 30, 1996, the Manager served as investment  advisor for
26 such funds with assets totaling approximately $3.9 billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment  advisory services for each of the Growth-Oriented
Funds,  the  Government  Securities  Income Fund,  Limited  Term Bond Fund,  and
Utilities  Fund.  The Manager will  reimburse  Invista for the cost of providing
these  services.  Invista,  an indirectly  wholly-owned  subsidiary of Principal
Mutual Life  Insurance  Company and an affiliate of the Manager,  was founded in
1985 and manages  investments for institutional  investors,  including Principal
Mutual Life. Assets under management at November 30, 1996 were approximately $18
billion.  Invista's  address is 1500 Hub Tower,  699 Walnut,  Des  Moines,  Iowa
50309.
    

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

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

                              Primarily
      Fund                 Responsible Since                         Person Primarily Responsible
 

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

Blue Chip                    March, 1991            Mark  T.  Williams,   CFA  (MBA  degree,   Drake   University). Investment
                             (Fund's inception)     Officer, Invista Capital Management, Inc., since 1992; Security Analyst  
                             1989-1992.             Prior thereto, Financial Analyst, Digital Equipment Corporation.
 
   
Bond                         November, 1996         Scott  A.   Bennett, CFA   (MBA  degree,   University  of  Iowa)
                                                    Assistant Director Investment Securities, Principal  Mutual Life Insurance
                                                    Company since 1996; Prior thereto, Investment Manager.
 
Capital Accumulation         October, 1969          David  L.  White,   CFA  (BBA  degree,   University  of  Iowa).
                            (Fund's inception)      Executive Vice  President,   Invista   Capital   Management, Inc. since 1984; 
                                                    Co-Manager since November  1996:  Catherine A. Green, CFA, (MBA degree, Drake
                                                    University). Vice President,  Invista Capital Management, Inc. since 1987.
    
 
Emerging Growth and          December, 1987         Michael R. Hamilton,  (MBA degree,  Bellarmine  College).  Vice President,
Growth                       (Fund's inception)     Invista  Capital  Management,  Inc.
since 1987.                  and August, 1987,
                             respectively

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

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

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

Tax-Exempt Bond              July, 1991             Daniel  J.  Garrett,   CFA  (MBA  degree,   Drake  University). Assistant 
                                                    Director - Investment  Securities,  Principal Mutual Life Insurance Company 
                                                    since 1989; Prior thereto, Mortgage Banking Research Analyst.

Utilities                    April, 1993            Catherine A. Green, CFA, (MBA degree,  Drake University).  Vice President,
                                                    Invista Capital Management, Inc. since 1987.

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

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

     For a description  of the  investment  and other  services  provided by the
Manager,  see  "Cost of  Manager's  Services"  in the  Statement  of  Additional
Information.  The management  fee and total Class A share  expenses  incurred by
each Fund for the period  ended  October  31,  1996 were equal to the  following
percentages of each Fund's respective average net assets:
<TABLE>
<CAPTION>

                                                     Class A Shares                        Class B Shares
                                                                    Total                                Total
                                               Manager's          Annualized         Manager's         Annualized            
                  Fund                           Fee               Expenses            Fee              Expenses              
<S>                                             <C>                <C>                <C>               <C>  
   
         Balanced                               .60%               1.28%              .60%              2.13%
         Blue Chip                              .50%               1.33%              .50%              2.19%
         Bond                                   .47%                .95%*             .39%              1.69%*
         Capital Accumulation                   .43%                .69%              .43%              1.70%
         Cash Management                        .37%                .66%*             .37%              1.50%*
         Emerging Growth                        .62%               1.32%              .62%              2.01%
         Government Securities Income           .46%                .81%              .46%              1.60%
         Growth                                 .46%               1.08%              .46%              1.79%
         High Yield                             .60%               1.26%              .60%              2.38%
         Limited Term Bond                      .23%                .89%*             .23%              1.15%*
         Tax-Exempt Bond                        .48%                .78%              .48%              1.52%
         Tax-Exempt Cash Management             .43%                .71%*             .43%              1.47%*
         Utilities                              .52%               1.17%*             .52%              1.93%*
         World                                  .73%               1.45%              .73%              2.28%
    

<FN>
         *After waiver.
</FN>
</TABLE>
 
     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management,  Limited Term Bond Fund,  Utilities and Tax-Exempt  Cash  Management
Funds  throughout the fiscal year ended October 31, 1996. The Manager intends to
continue its voluntary waiver and, if necessary,  pay expenses  normally payable
by each of these  Funds,  through  February  28,  1998 in an  amount  that  will
maintain a total level of operating  expenses  which as a percentage  of average
net assets  attributable  to a class on an  annualized  basis during that period
will not exceed,  for the Class A shares,  .95% for the Bond Fund,  .90% for the
Limited  Term Bond  Fund,  1.15% for the  Utilities  Fund and .75% for the Money
Market Funds, and for the Class B shares, 1.70% for the Bond Fund, 1.25% for the
Limited  Term Bond Fund,  1.95% for the  Utilities  Fund and 1.50% for the Money
Market  Funds.  The effect of the  waivers is and will be to reduce  each Fund's
annual operating expenses and increase each Fund's yield.
 
      The Manager and Invista may purchase at their own expense statistical and
other information or services from outside sources,  including  Principal Mutual
Life Insurance  Company.  An Investment Service Agreement between each Fund, the
Manager,  and Principal  Mutual Life Insurance  Company  provides that Principal
Mutual Life  Insurance  Company will  furnish  certain  personnel,  services and
facilities  required by the Manager in connection  with its  performance  of the
Management Agreements, and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.

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

   
     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage  commissions to, Principal  Financial
Securities,  Inc.  ("PFS")  and Morgan  Stanley  and Co.,  each a  broker-dealer
affiliated  with  Princor  and/or the  Manager  for each of the Funds.  PFS also
provides  distribution  services  for the  Money  Market  Funds  for which it is
compensated  by the Manager.  These  services  include,  but are not limited to,
providing office space, equipment, telephone facilities and various personnel as
necessary or  beneficial  to establish and maintain  shareholder  accounts.  PFS
receives a fee from the Manager  calculated  as a percentage  of the average net
asset value of shares of each Fund held in PFS client accounts during the period
for which PFS provides the  services.  During the fiscal years ended October 31,
1994, 1995, and 1996, PFS received fees in the amount of $539,662,  $991,520 and
$1,650,714  respectively,  in  consideration  of the services it rendered to the
Cash Management Fund. During the fiscal years ending October 31, 1994, 1995, and
1996 PFS  received  fees in the  amount  of  $167,309,  $191,789,  and  $254,083
respectively,  in  consideration  of the services it rendered to the  Tax-Exempt
Cash Management Fund.
    

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

HOW TO PURCHASE SHARES

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

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

     Class B shares  of the  Money  Market  Funds  may be  purchased  only by an
exchange from Class B shares of the Princor  Funds.  Shares of each of the other
Princor  Funds may be purchased by mail,  by telephone or by exchange from other
Princor Funds.

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

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

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

   
     Minimum  Purchase  Amount.  An investor may open an account with any of the
Funds with a minimum initial  investment of $1,000.  Accounts  established under
the Uniform  Gifts to Minors Act or Uniform  Transfers  Act may be funded with a
minimum  initial  investment  of $250.  IRAs may be  established  with a minimum
initial investment of $250.  Additional  investments of $100 or more may be made
at any time  without  completing  a new  application.  The  minimum  initial and
subsequent  investment  amounts  are not  applicable  to  accounts  used to fund
certain employee benefit plans, to accounts  designated as receiving accounts in
a Dividend Relay Election, to Money Market Fund accounts used as sweep accounts,
to  accounts  used as part of an asset  allocation  service  provided by Princor
Financial Services Corporation, to Money Market Fund accounts for which Delaware
Charter  Guarantee & Trust  Company acts as trustee or to  Automatic  Investment
Plans.  Each Fund's  Board of  Directors  reserves  the right to change or waive
minimum  investment  requirements at any time,  which would be applicable to all
investors alike.
    

     Automatic Investment Plan. An investor may make regular monthly investments
through  automatic  deductions  from the account of a bank or similar  financial
institution.  The minimum monthly purchase is $25 for all Funds except the Money
Market  Funds,  which have a $100  monthly  minimum  requirement.  A $25 minimum
monthly  purchase may be  established  for the Money Market Funds if the account
value is at least  $1,000 at the time the plan is  established.  Plan  forms and
preauthorized  check agreements are available from Princor on request.  There is
no  obligation  to continue the plan and it may be terminated by the investor at
any time.

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

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

     Class B Shares.  Class B shares are  purchased  without  an  initial  sales
charge, but are subject to a declining contingent deferred sales charge ("CDSC")
of up to 4% (1.25% for Limited Term Bond Fund) if redeemed within six years. See
"Offering Price of Funds Shares."
 
     Class B shares bear a higher  12b-1 fee than Class A shares,  currently  at
the  annual  rate of up to 1.00%  (.50% for the  Limited  Term Bond Fund) of the
Fund's average net assets  attributable to Class B shares. See "Distribution and
Shareholder  Servicing  Plans and Fees." Class B shares  provide an investor the
benefit  of  putting  all of the  investor's  dollars  to work from the time the
investment is made, but (until  conversion to Class A shares) will have a higher
expense  ratio and pay lower  dividends  than  Class A shares  due to the higher
12b-1 fee. Class B shares will automatically convert to Class A shares, based on
relative net asset value (without a sales charge),  on the first business day of
the 85th month after the purchase date. Class B shares acquired by exchange from
Class B shares of another Princor fund will convert into Class A shares based on
the time of the initial  purchase.  (See "How to Exchange  Shares".) At the same
time,  a pro rata  portion  of all  shares  purchased  through  reinvestment  of
dividends and distributions would convert into Class A shares, with that portion
determined by the ratio that the  shareholder's  Class B shares  converting into
Class A shares  bears to the  shareholder's  total  Class B shares that were not
acquired through dividends and  distributions.  The conversion of Class B shares
to Class A shares is subject to the continuing availability of a ruling from the
Internal Revenue Service or an opinion of counsel that such conversions will not
constitute  taxable  events for Federal tax purposes.  There can be no assurance
that such ruling or opinion will be  available,  and the  conversion  of Class B
shares  to  Class A shares  will not  occur if such  ruling  or  opinion  is not
available.  In such event, Class B shares would continue to be subject to higher
expenses than Class A shares for an indefinite period.

     Which  arrangement  is better for you?  The  decision  as to which class of
shares provides a more suitable  investment for an investor  depends on a number
of  factors,  including  the  amount  and  intended  length  of the  investment.
Investors  making  investments  that  qualify for reduced  sales  charges  might
consider Class A shares. Investors who prefer not to pay an initial sales charge
and who plan to hold their  investment  for more than seven years might consider
Class B shares.  Orders from individuals for Class B shares for $250,000 or more
will be  treated as orders for Class A shares  unless the  shareholder  provides
written  acknowledgment that the order should be treated as an order for Class B
shares.  Sales personnel may receive different  compensation  depending on which
class of shares are purchased.
 
OFFERING PRICE OF  FUNDS' SHARES

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

     Class A shares.  Class A shares of the Money  Market  Funds are sold to the
public at net asset  value;  no sales  charge  applies to purchases of the Money
Market Funds. Class A shares of the Growth-Oriented  and  Income-Oriented  Funds
are sold to the public at the net asset value plus a sales  charge  which ranges
from a high 4.75%  (1.50% for the Limited  Term Bond Fund) to a low of 0% of the
offering price (equivalent to a range of 4.99% to 0% of the net amount invested)
according to the schedule  below.  Selected  dealers are allowed a concession as
shown.  At  Princor's  discretion,  the  entire  sales  charge  may at  times be
reallowed to dealers. In some situations,  depending on the services provided by
the dealer,  the concession  may be less. Any dealer  allowance on purchases not
involving a sales charge will be determined by Princor.
<TABLE>
<CAPTION>

                                  Sales Charge for All Funds         Sales Charge for
                                 Except Limited Term Bond Fund    Limited Term Bond Fund
                                         Sales Charge                  Sales Charge
                                            as % of:                     as % of:                  Dealers Allowances as
                                                     Net                          Net               % of Offering Price        
                                   Offering        Amount          Offering     Amount       All Funds Except    Limited Term
                                     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>

     CDSC on Class A Shares.  Purchases of Class A shares of  $1,000,000 or more
may be  subject to CDSC upon  redemption.  A CDSC is payable to Princor on these
investments in the event of a share  redemption  within 18 months  following the
share purchase, at the rate of .75% (.25% for the Limited Term Bond Fund) of the
lesser of the value of the shares redeemed (exclusive of reinvested dividend and
capital gain distributions) or the total cost of such shares.  Shares subject to
the CDSC which are exchanged  into another  Princor mutual fund will continue to
be subject to the CDSC until the original 18 month period expires.  However,  no
CDSC is payable  with  respect to  redemptions  of Class A shares used to fund a
Princor 401 (a) or Princor 401 (k) retirement plan, except redemptions resulting
from the termination of the plan or transfer of plan assets.

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

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

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

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

     Class B  shares.  Class B shares  (including  Class B shares  of the  Money
Market Funds) are sold without an initial sales charge,  although a CDSC will be
imposed if you redeem shares within six years of purchase.  The following  types
of shares may be redeemed  without  charge at any time:  (i) shares  acquired by
reinvestment of distributions and (ii) shares otherwise exempt from the CDSC, as
described below. Subject to the foregoing  exclusions,  the amount of the charge
is determined  as a percentage of the lesser of the current  market value or the
cost of the shares being  redeemed.  Therefore,  when a share is  redeemed,  any
increase  in its value above the  initial  purchase  price is not subject to any
CDSC.  The  amount of the CDSC  will  depend  on the  number of years  since you
invested and the dollar amount being redeemed, according to the following table:
 
                                            Contingent Deferred Sales Charge
                                                   as a Percentage of
                                             Dollar Amount Subject to Charge
       Years Since Purchase             For all Funds Except    For Limited Term
           Payments Made              Limited Term Bond Fund         Bond Fund  
2 years or less                                 4.0%                 1.25%
more than 2 years, up to  4 years               3.0%                 0.75%
more than 4 years, up to  5 years               2.0%                 0.50%
more than 5 years, up to 6 years                1.0%                 0.25%
more than 6 years                               None                  None

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

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

     Non-cash  compensation.  Princor  may, at its expense,  provide  additional
promotional  incentives  or payments to dealers  that sell shares of the Princor
Funds.  In some instances,  these  incentives or payments may be offered only to
certain dealers who have sold or may sell significant amounts of shares. Princor
has established a non-cash  compensation program for registered  representatives
of Principal  Financial  Securities,  Inc. ("PFS") based upon sales of shares of
the  Princor  funds  during  the  year  ending  December  31,  1996.  Registered
representatives  of PFS will receive a choice of promotional  items,  or will be
invited to attend a professional development seminar, receive a subscription for
a financial newspaper and an allowance to be used to promote the Princor Funds.

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS AND FEES

     Class A  Distribution  Plan.  Each of the Funds,  except  the Money  Market
Funds,  has adopted a  distribution  plan for the Class A shares.  The Fund will
make payments from its assets to Princor  pursuant to this Plan after the end of
each month at an annual rate not to exceed 0.25% (.15% for the Limited Term Bond
Fund) of the average daily net asset value of the Fund. Princor will retain such
amounts as are  appropriate  to  compensate  for  actual  expenses  incurred  in
distributing  and  promoting  the sale of the  Fund  shares  but may  remit on a
continuous  basis up to .25% (.15% for the Limited Term Bond Fund) to Registered
Representatives and other selected Dealers (including, for this purpose, certain
financial  institutions)  as a trail fee in  recognition  of their  services and
assistance.
 
     Class B  Distribution  Plan.  Each of the Funds has adopted a  distribution
plan for the Class B shares. Each Class B Plan provides for payments by the Fund
to Princor at the annual  rate of up to 1.00%  (.50% for the  Limited  Term Bond
Fund) of the Fund's average net assets  attributable to Class B shares.  Princor
also receives the proceeds of any CDSC imposed on redemptions of such shares.

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

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

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

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

Growth-Oriented and Income-Oriented Funds

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

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

Money Market Funds

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

DISTRIBUTION OF INCOME DIVIDENDS AND REALIZED CAPITAL GAINS

Growth-Oriented and Income-Oriented Funds

   
     Any dividends payable on Class B shares of a Fund on a per share basis will
be lower than  dividends  payable on Class A shares of the Fund.  Any  dividends
from the net income of the  Growth-Oriented  Funds,  except the  Balanced,  Blue
Chip, Utilities and World Funds,  normally will be distributed to the respective
shareholders semiannually. Any dividends from the net income of the Balanced and
Blue Chip and Utilities  Funds will be distributed on a quarterly  basis and any
dividends  from the net income of the World Fund will be  distributed  annually.
Any dividends from the net income of the Income-Oriented  Funds will normally be
distributed   monthly.   Distributions   from  the  Funds   that  make   monthly
distributions will normally be declared payable on the twenty-fourth day of each
month (or the previous  business day if the twenty-fourth is not a business day)
to  shareholders  of record at the close of business on the third  business  day
prior to the  payable  date.  Distributions  for the Funds  that make  quarterly
distributions  will  normally be declared  payable on the  twenty-fourth  day of
April,  July,  October and  December to  shareholders  of record at the close of
business on the third business day prior to the payable date. Distributions from
the Funds that make semiannual  distributions  will normally be declared payable
on the  twenty-fourth  day in July and December to shareholders of record at the
close of business on the third  business day prior to the payable  date.  Annual
distributions  from the World  Fund will  normally  be  declared  payable on the
twenty-fourth day in December to shareholders of record at the close of business
on the third business day prior to the payable date. Net realized  capital gains
for each of the Funds,  if any,  will be  distributed  annually,  generally  the
fourth  business  day of  December  to  shareholders  of  record at the close of
businesson the third business day prior to the payable date. In the open-account
application,  the  shareholder  authorizes  income  dividends  and capital gains
distributions  to be invested in additional Fund shares at their net asset value
(without a sales  charge) as of the  payment  date,  invested in shares of other
Princor  Funds or paid in cash.  A  shareholder  may change  this  authorization
without charge at any time by giving ten days written notice to the Fund.
    

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

Money Market Funds

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

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

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

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

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

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

Dividend Relay Election

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

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

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

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

 TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

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

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

     If the World Fund should  invest the greater part of its assets  abroad (as
to which no assurance can be given), then in each fiscal year when, at the close
of such year, more than 50% of the value of the Fund's total assets are invested
in securities of foreign  corporations,  the Fund may elect  pursuant to Section
853 of the Internal Revenue Code to permit its shareholders to take a credit (or
a  deduction)  for  foreign  income  taxes  paid  by the  Fund.  In  that  case,
shareholders should include in gross income for federal income tax purposes both
cash  dividends  received from the Fund and the amount which the Fund advises is
their pro rata portion of foreign income taxes paid with respect to, or withheld
from, dividends and interest paid to the Fund from its foreign investments.  The
shareholders  would then be entitled to subtract from their federal income taxes
the  amount of such  taxes  withheld,  or else  treat  such  foreign  taxes as a
deduction from gross income, if that should be more advantageous. As in the case
of   individuals   receiving   income   directly  from  foreign   sources,   the
above-described tax credit for tax deduction is subject to certain limitations.

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

     Dividends from net investment  income of each of the Funds will be eligible
for a 70% dividends  received deduction  generally  available to corporations to
the  extent of the  amount of  qualifying  dividends  received  by the Fund from
domestic  corporations for the taxable year.  Dividends from the Income-Oriented
Funds, except the Utilities Fund, and the Money Market Funds are not expected to
qualify for the 70% dividend received deduction. Dividends and capital gains are
taxable in the year in which distributed, whether received in cash or reinvested
in additional shares. Dividends declared with a record date in December and paid
in January will be deemed to have been  distributed to shareholders in December.
The Funds will  inform  shareholders  of the  amount and nature of their  income
dividends  and  capital  gains  distributions.  Dividends  from net  income  and
distributions of capital gains may also be subject to state and local taxation.
 
     Additional  information  regarding taxation is included in the Statement of
Additional Information. Shareholders should consult their own tax advisors as to
the  federal,  state and local tax  consequences  of  ownership of shares of the
Funds in their particular circumstances.

HOW TO EXCHANGE SHARES

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

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

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

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

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

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

HOW TO SELL SHARES

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

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

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

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

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

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

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

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

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

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

PERIODIC WITHDRAWAL PLAN

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

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

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

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

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

PERFORMANCE CALCULATION

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

Growth-Oriented and Income-Oriented Funds

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

Money Market Funds

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

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

GENERAL INFORMATION ABOUT A FUND ACCOUNT

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

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

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

     1.   Accounts for which the only activity during a calendar  quarter is the
          purchase of shares due to the reinvestment of dividends and/or capital
          gains  distributions  from the Fund or from another  Princor Fund as a
          result of a Dividend Relay Election;

     2.   Accounts  from  which  redemptions  are made  pursuant  to a  Periodic
          Withdrawal Plan;

     3.   Accounts  for  which  purchases  are  made  pursuant  to a  Systematic
          Accumulation Plan;

     4.   Accounts from which  purchases or redemptions  are made pursuant to an
          automatic exchange election;

     5.   Accounts  used to fund certain  individual  retirement  or  individual
          pensions plans qualified under the Internal Revenue Code; and

     6.   Accounts  established through an arrangement  involving a group of two
          or more  shareholders  for whom purchases of shares are made through a
          person  (e.g.  an  employer )  designated  by the group.  A  statement
          indicating  receipt of the total amount paid by the group will be sent
          to the  designated  person at the time each  purchase is made.  If the
          payment  on behalf of the group is not  received  from the  designated
          person within 10 days of the date such  payments are to be made,  each
          member  will be notified  and  thereafter  each member will  receive a
          statement  at the  time of each  purchase  for  the  three  succeeding
          payments.  If a payment  is not  received  in the  current  quarter on
          behalf  of a  member  for whom a  payment  had  been  received  in the
          previous  quarter,  a  statement  will be sent  to such  group  member
          reflecting that a payment was not received on the member's behalf.

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

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

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

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

     3.   To change the ownership of the account;

     4.   To add telephone  transaction services to an account established prior
          to March 1, 1992 or to any account  after the initial  application  is
          processed;
 
     5.   When  there  is any  change  to a bank  account  designated  under  an
          established telephone withdrawal plan; and

     6.   If a redemption  payment is to be mailed to an address  other than the
          address  of record or to an address  of record  that has been  changed
          within the preceding three months.
 
     A shareholder's  signature must be guaranteed by a commercial  bank,  trust
company,  credit  union,  savings  and  loan  association,  national  securities
exchange member, or brokerage firm. A signature guaranteed by a notary public is
not acceptable.
 
     Minimum Account  Balance.  Although there currently is no minimum  balance,
due to the disproportionately high cost of maintaining small accounts, the Funds
reserve  the right to redeem all shares in an account  with a value of less than
$300 and to mail the proceeds to the shareholder.  Involuntary  redemptions will
not be triggered solely by market activity. Shareholders will be notified before
these redemptions are to be made and will have thirty days to make an additional
investment to bring their accounts up to the required minimum. The Funds reserve
the right to increase the required minimum.

RETIREMENT PLANS

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

SHAREHOLDER RIGHTS

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

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

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

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

   
     As of October 31, 1996,  Principal  Mutual Life  Insurance  Company and its
subsidiaries and affiliates  owned 25% or more of the outstanding  voting shares
of each Fund as indicated:
                                                              Percentage of
                                        Number of          Outstanding Shares
               Fund                   Shares Owned                Owned
     Capital Accumulation Fund         6,816,431                 42.25%
     High Yield Fund                   1,120,725                 30.20%
     Limited Term Bond Fund            1,040,563                 59.01%
    

ADDITIONAL INFORMATION

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

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

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

     Financial Statements:  Copies of the financial statements of each Fund will
be mailed to each  shareholder  semiannually.  At the close of each fiscal year,
each  Fund's  financial  statements  will be  audited  by a firm of  independent
auditors.  The  firm of  Ernst & Young  LLP has  been  appointed  to  audit  the
financial statements of each Fund for their respective present fiscal years.
 
     Registration Statement: This Prospectus omits some information contained in
the  Statement  of  Additional   Information  (also  known  as  Part  B  of  the
Registration  Statement)  and Part C of the  Registration  Statements  which the
Funds  have  filed  with the  Securities  and  Exchange  Commission.  The Funds'
Statement of Additional  Information  is hereby  incorporated  by reference into
this  Prospectus.  A copy of this  Statement of  Additional  Information  can be
obtained  upon  request,  free of  charge,  by writing  or  telephoning  Princor
Financial  Services  Corporation.  You  may  obtain  a  copy  of  Part  C of the
Registration  Statements  filed with the  Securities  and  Exchange  Commission,
Washington, D.C. from the Commission upon payment of the prescribed fees.

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

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



     This  Prospectus  describes  a family  of  investment  companies  ("Princor
Funds") which has been organized by Principal Mutual Life Insurance  Company and
which provides the following range of investment objectives:


                              Growth-Oriented Funds

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


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


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


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


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

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

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

                              Income-Oriented Funds

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

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


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


   
                The date of this Prospectus is December 17, 1996
    

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

     Princor High Yield Fund, Inc.  invests  predominantly in lower rated bonds,
     commonly  referred to as "junk  bonds" and may invest 100% of its assets in
     such bonds. Bonds of this type are considered to be speculative with regard
     to payment of interest and return of principal. Purchasers should carefully
     assess the risks associated with an investment in this fund.
     THESE ARE SPECULATIVE SECURITIES.

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

                                Money Market Fund

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

     Each of the Princor Funds described in this Prospectus offers three classes
of shares: Class A shares, Class B shares and Class R shares. Each class is sold
pursuant to different  sales  arrangements  and bears different  expenses.  Only
Class R shares are offered through this Prospectus. Class A shares are described
herein only because  Class R shares  convert to Class A shares after a period of
time. For more information about the different sales  arrangements,  see "How to
Purchase  Shares" and "Offering Price of Fund's Shares ." For information  about
various expenses borne by Class R shares and Class A shares, see "Overview."

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

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

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

   
     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information  dated December 17, 1996 which is incorporated by reference  herein.
The Statement of Additional  Information and a Prospectus describing Class A and
Class B shares can be  obtained  free of charge by writing  or  telephoning  the
Funds' principal underwriter:  Princor Financial Services Corporation,  P.O. Box
10423, Des Moines, IA 50306. Telephone 1-800-247-4123.
    

                                TABLE OF CONTENTS

                                                                           Page

   
     Overview.............................................................   4
     Financial Highlights.................................................   9
     Investment Objectives, Policies and Restrictions.....................  18
         Growth-Oriented Funds............................................  18
         Income-Oriented Funds............................................  22
         Money Market Fund................................................  27
         Certain Investment Policies and Restrictions.....................  28
     Risk Factors.........................................................  30
     How the Funds are Managed............................................  30
     How to Purchase Shares...............................................  32
     Offering Price of Funds' Shares .....................................  33
     Distribution and Shareholder Servicing Plans and Fees................  35
     Determination of Net Asset Value of Funds' Shares....................  35
     Distribution of Income Dividends and Realized Capital Gains .........  36
     Tax Treatment of the Funds, Dividends and Distributions .............  37
     How to Exchange Shares...............................................  38
     How to Sell Shares...................................................  38
     Performance Calculation..............................................  40
     General Information About a Fund Account.............................  40
     Shareholder Rights...................................................  41
     Additional Information...............................................  41
    

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

OVERVIEW

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

   
     The  Princor  Funds  are  separately  incorporated,   open-end  diversified
management investment companies.  Each of the Princor Funds offers three classes
of shares: Class A, Class B and Class R shares. However, only Class R shares are
offered through this Prospectus.
    

Who may Invest

   
Class R shares are offered only to the following:  (1)  participants  of certain
retirement plans  administered by Principal Mutual Life Insurance  Company under
the terms of a written service agreement ("Administered Employee Benefit Plans")
who experience a plan benefit event and either elect to retain their benefits in
the  retirement  plan or  invest  plan  distributions  in Class R shares to fund
individual  retirement  accounts;  and (2)  mortgagors of mortgages  serviced by
Principal Mutual Life Insurance Company, its subsidiaries or affiliates.
    

What it Costs to Invest

     Class R shares are sold  without a front-end  sales  charge or a contingent
deferred sales charge. Class R shares of each Fund are subject to a 12b-1 fee at
annual  rate of .75% of the Fund's  average net assets  attributable  to Class R
shares.  Class R shares  automatically  convert  into  Class A shares,  based on
relative net asset values  (which means without a sales  charge),  approximately
four  years  after  purchase.  The  tables on the next page  depict the fees and
expenses  applicable  to the  purchase  and  ownership  of shares of each of the
Funds.  Table A depicts  Class R shares and is based on amounts  incurred by the
Funds'  Class A shares  during  the fiscal  year ended  October  31,  1996,  and
assumptions  regarding  the  level of  expenses  anticipated  for Class R shares
during the current  fiscal year.  Table B depicts Class A shares and is based on
amounts  incurred by the Funds  during the fiscal year ended  October 31,  1996,
except as otherwise  indicated.  While Table B depicts the maximum  sales charge
applicable  to shares sold to the public,  no sales charge  applies when Class R
shares convert to Class A shares. The table included as an Example indicates the
cumulative  expenses an investor would pay on an initial $1,000  investment that
earns a 5% annual  return,  regardless  of  whether  shares  are  redeemed.  The
examples are based on each Fund's Annual Operating  Expenses described in Tables
A and  B.  Please  remember  that  the  Examples  should  not  be  considered  a
representation  of future  expenses  and that actual  expenses may be greater or
less than those shown.

<TABLE>
<CAPTION>
   
                                                     CLASS R SHARES

TABLE A                                                            Shareholder Transaction Expenses*
                                                                                         Contingent Deferred Sales Charge
                                                       Maximum Sales Load                (as a percentage of the lower of
                                                      Imposed on Purchases                  the original purchase price
               Fund                             (as a percentage of offering price)           or redemption proceeds)

     All Funds                                                 None                                   None

                                                                       Annual Fund Operating Expenses
                                                                   (as a percentage of average net assets)
                                                    Management           12b-1             Other            Total Operating
                Fund                                    Fee               Fee            Expenses              Expenses

<S>                                                    <C>                <C>              <C>                  <C>  
     Balanced Fund                                     .60%               .63%             .26%                 1.49%
     Blue Chip Fund                                    .50                .57              .41                  1.48
     Bond Fund                                         .49                .61              .18                  1.28**
     Capital Accumulation Fund                         .43                .63              .10                  1.16
     Cash Management Fund                              .37                .47              .15                   .99**
     Emerging Growth Fund                              .62                .57              .34                  1.53
     Government Securities Income Fund                 .46                .60              .11                  1.18
     Growth Fund                                       .46                .68              .28                  1.42
     High Yield Fund                                   .60                .60              .39                  1.59
     Limited Term Bond Fund                            .11                .48              .81                  1.40**
     Utilities Fund                                    .60                .59              .28                  1.47
     World Fund                                        .73                .54              .32                  1.59

<FN>
     *   A wire charge of up to $6.00 will be deducted for all wire transfers.
     **  After waiver.
</FN>
    
</TABLE>

<TABLE>
<CAPTION>
   
                                                     CLASS A SHARES

TABLE B                                                            Shareholder Transaction Expenses*
                                                      Maximum Sales Load Imposed                             Contingent
                                                             on Purchases                                      Deferred
                     Fund                         (as a percentage of offering price)                       Sales Charge
     All Funds Except the Limited Term Bond Fund
       and Cash Management Fund                                  4.75%                                          None**
     Limited Term Bond Fund                                      1.50%                                          None**
     Cash Management Fund                                        None                                           None


                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                    Management            12b-1            Other            Total Operating
Fund             Fee                                    Fee             Expenses         Expenses

<S>                                                    <C>                <C>             <C>                   <C>  
     Balanced Fund                                     .60%               .23%            .45%                  1.28%
     Blue Chip Fund                                    .50                .25             .58                   1.33
     Bond Fund                                         .47                .23             .25                    .95***
     Capital Accumulation Fund                         .43                .10             .16                    .69
     Cash Management Fund                              .37                None            .29                    .66***
     Emerging Growth Fund                              .62                .21             .49                   1.32
     Government Securities Income Fund                 .46                .17             .16                    .81
     Growth Fund                                       .46                .21             .41                   1.08
     High Yield Fund                                   .60                .25             .41                   1.26
     Limited Term Bond Fund                            .23                .10             .56                    .89***
     Utilities Fund                                    .52                .25             .40                   1.17***
     World Fund                                        .73                .18             .54                   1.45

<FN>
     *   A wire charge of up to $6.00 will be deducted for all wire transfers.
     **  Purchases of $1 million or more are not subject to an initial sales charge but may be subject to a contingent  deferred
           sales charge of .75% (.25% for
         Limited Term Bond Fund) on redemptions that occur within 18 months of purchase. See "Offering Price of Fund's Shares."
     *** After waiver.
</FN>
    
</TABLE>
<TABLE>
<CAPTION>
   
                                                     EXAMPLE

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

                                                  1 Year             3 Years           5 Years (a)         10 Years (a)
                                               -------------       -----------          ---------            ---------
                                             Class A   Class R   Class A   Class R   Class A   Class R   Class A   Class R
                     Fund                    Shares    Shares    Shares    Shares    Shares    Shares    Shares    Shares

<S>                                            <C>       <C>       <C>      <C>       <C>       <C>        <C>       <C> 
     Balanced Fund                             $60       $15       $86       $47      $114       $79       $195      $162
     Blue Chip Fund                            $60       $15       $88       $47      $117       $79       $200      $166
     Bond Fund                                 $57       $13       $76       $41       $98       $66       $159      $130
     Capital Accumulation Fund                 $54       $12       $69       $37       $84       $58       $129      $105
     Cash Management Fund                       $7       $10       $21       $32       $37       $51        $82       $96
     Emerging Growth Fund                      $60       $16       $87       $48      $116       $81       $199      $167
     Government Securities Income Fund         $55       $12       $72       $37       $90       $61       $143      $115
     Growth Fund                               $58       $14       $80       $45      $104       $74      $173       $145
     High Yield Fund                           $60       $16       $86       $50      $113       $83       $193      $165
     Limited Term Bond Fund                    $24       $14       $43       $44       --        --         --        --
     Utilities Fund                            $59       $15       $83       $46      $109       $77       $183      $154
     World Fund                                $62       $16       $91       $50      $123       $85       $213      $179

<FN>
     (a) The amount in this column  reflects the conversion of Class R shares to
         Class A shares four years after the initial purchase.
</FN>
    
</TABLE>
     The purpose of the preceding  tables is to help  investors  understand  the
various  expenses that they will bear either  directly or  indirectly.  Although
Annual Fund Operating Expenses shown in the Expense Table for Class A shares are
generally based upon each Fund's actual expenses, the 12b-1 Plan adopted by each
of the Funds  (except the Money Market Funds which have no such Plan for Class A
shares)  permits the  Underwriter  to retain an annual fee of up to .25% of each
Fund's  average  net  assets.  A portion  of this  annual fee is  considered  an
asset-based  sales charge.  Thus, it is  theoretically  possible for a long-term
shareholder  of Class A shares,  whether  acquired  directly or by conversion of
Class R  shares,  to pay  more  than  the  economic  equivalent  of the  maximum
front-end  sales  charges  permitted by the National  Association  of Securities
Dealers.  See "Distribution  and Shareholder  Servicing Plans and Fees", "How to
Purchase Shares" and "How the Funds are Managed."

   
     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management,  Limited Term Bond and Utilities  Funds  throughout  the fiscal year
ended  October 31, 1996.  Without  these  waivers,  total  annualized  operating
expenses as a percentage  of average net assets  actually  incurred by the Funds
for the fiscal year ended  October  31,  1996 for the Class A shares  would have
amounted to .97% for the Bond Fund, .67% for the Cash Management Fund, 1.16% for
the Limited  Term Bond Fund and 1.25% for the  Utilities  Fund,  and for Class R
shares,  1.28% for the Bond Fund, 1.79% for the Limited Term Bond Fund and 1.47%
for the Utilities  Fund.  The Manager  intends to continue its voluntary  waiver
and, if necessary,  pay expenses normally payable by each of these Funds through
February  28,  1998 in an amount that will  maintain a total level of  operating
expenses which as a percent of average net assets  attributable to a class on an
annualized basis during the period will not exceed, for the Class A shares, .95%
for the Bond Fund, .75% for the Cash Management  Fund, .90% for the Limited Term
Bond Fund and 1.15% for the Utilities  Fund,  and for the Class R shares,  1.45%
for the Bond Fund,  1.25% for the Cash  Management  Fund,  1.50% for the Limited
Term Bond Fund and 1.65% for the Utilities  Fund. The foregoing  examples assume
the continuation of these waivers throughout the periods shown.
    

What the Funds Offer Investors

     Class R shares are purchased by investors to fund IRAs. Investor retirement
objectives and risk tolerances vary. For example,  some investors seek growth to
help accumulate assets prior to retirement while others seek to generate current
income  during  retirement.   Investors  purchase  shares  of  Funds  that  have
investment objectives that match their own financial objectives.  The Funds also
offer a choice of varying  levels of investment  risks to enable the investor to
choose one or more Funds the investor believes is a prudent investment given the
investor's willingness to assume various risks. The Funds offer:

     Professional  Investment Management:  Princor Management Corporation is the
Manager  for each of the  Funds.  The  Manager  employs  experienced  securities
analysts to provide shareholders with professional  investment  management.  The
Manager  decides how and where to invest Fund assets.  Investment  decisions are
based on research into the  financial  performance  of individual  companies and
specific  securities  issues,  taking into account  general  economic and market
trends. See "How the Funds are Managed."

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

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

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

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

     Convenient Investment and Recordkeeping Services: Shareholders will receive
quarterly  statements of account  disclosing  information  regarding  purchases,
redemptions  and  reinvested  dividends or  distributions  occurring  during the
quarter,  as well as the balance of shares  owned and  account  values as of the
statement date. In addition,  shareholders may complete certain transactions and
access account information by telephoning 1-800-247-4123.

Investment Objectives of the Funds
                              Growth-Oriented Funds

                   Fund                       Investment Objectives

                                   

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

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

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

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

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

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

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

                              Income-Oriented Funds

                    Fund                          Investment Objectives

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

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

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

Princor Limited  Term Bond 
  Fund,  Inc.                      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.

                                Money Market Fund

                     Fund                          Investment Objectives

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

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

The Risks of Investing

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

How to Buy Shares

     An  investor  can buy  shares by  completing  an Account  Application  or a
Princor  IRA or  SEP-IRA  Application  provided  by Princor  Financial  Services
Corporation ("Princor"),  a broker-dealer that is also the principal underwriter
for the Funds,  and mailing it,  along with a check if  establishing  an account
that is not part of a direct rollover,  to Princor.  The initial investment must
be at least $1,000 ($250 for an IRA). The minimum subsequent investment is $100.
See "How to Purchase Shares." See "How to Exchange Shares."

     Each Fund  described  in the  Prospectus  offers  three  classes  of shares
through Princor and other dealers which it selects.  The three classes are Class
A shares,  Class B shares and Class R shares.  Only  Class R shares are  offered
through this Prospectus.  Each class is sold in different sales arrangements and
bears different expense levels.

     Class R shares for each Fund are sold without an initial  sales charge or a
contingent  deferred  sales charge.  Class R shares bear a higher 12b-1 fee than
Class A shares,  currently at the annual rate of .75% of the Fund's  average net
assets attributable to Class R shares. Class R shares will automatically convert
into Class A shares, based on relative net asset value, approximately four years
after  purchase.  Class R shares  provide  the  benefit  of  putting  all of the
investor's  dollars  to work from the time the  investment  is made,  but (until
conversion)  will have a higher expense ratio and pay lower dividends than Class
A shares due to the higher 12b-1 fee. See "How to Purchase Shares" and "Offering
Price of Funds'  Shares."  Class R shares  were  first  offered to the public on
February 29, 1996.

How to Exchange Shares

     Shares of Princor  Funds may be  exchanged  for shares of the same Class of
other Princor Funds without a sales charge or  administrative  fee under certain
conditions as described under "How to Exchange  Shares." Shares may be exchanged
by telephone or written request. Also, dividends and capital gains distributions
from   shares   of  a  Class  of  one   Princor   Fund   may  be   automatically
"cross-reinvested"  in shares of the same Class of  another  Princor  Fund.  See
"Distribution of Income Dividends and Realized Capital Gains."

How to Sell Shares

     Shareholders may sell (redeem) shares only by written request.  The request
form may be obtained  by  telephoning  1-800-247-4123  or by writing to Princor,
P.O. Box 10423, Des Moines,  Iowa 50306.  Redemption  proceeds will generally be
mailed to the shareholder on the next business day after the redemption  request
is received in good order. Redemptions are at net asset value, without charge.
See "Offering Price of Funds' Shares" and "How to Sell Shares."

FINANCIAL HIGHLIGHTS

     The following financial  highlights for each of the ten years in the period
ended  October 31, 1996,  or since the Fund's  inception if a shorter  period of
time,  have been derived from  financial  statements  which have been audited by
Ernst  &  Young  LLP,  independent  auditors,  whose  report  thereon  has  been
incorporated by reference  herein.  The financial  highlights  should be read in
conjunction  with the financial  statements,  related notes and other  financial
information  for each Fund  incorporated  by  reference  herein.  The  financial
statements,  which contain additional  information  regarding the performance of
the Funds,  may be obtained by  shareholders,  without  charge,  by  telephoning
1-800-451-5447.
<PAGE>
<TABLE>
<CAPTION>
   
GROWTH-ORIENTED FUNDS

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

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

   Princor Balanced Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                              <C>        <C>        <C>         <C>        <C>          <C>           <C>         <C>     
       1996                             $13.74     $.38       $1.59       $1.97      $(.43)       $(.67)        $(1.10)     $14.61  
       1995                              12.43      .41        1.31        1.72       (.36)        (.05)          (.41)      13.74  
       1994                              13.26      .32        (.20)        .12       (.40)        (.55)          (.95)      12.43  
       1993                              12.78      .35        1.14       1.49        (.37)        (.64)         (1.01)      13.26  
       1992                              11.81      .41         .98        1.39       (.42)         --            (.42)      12.78  
       1991                               9.24      .46        2.61        3.07       (.50)         --            (.50)      11.81  
       1990                              11.54      .53       (1.70)      (1.17)      (.59)        (.54)         (1.13)       9.24  
       1989                              11.09      .61         .56        1.17       (.56)        (.16)          (.72)      11.54  
     Period Ended October 31, 1988(b)     9.96      .40        1.02        1.42       (.29)         --            (.29)      11.09  
     Class R                                                                                                                        
     Period Ended October 31, 1996(e)    13.81      .24         .73         .97       (.26)         --            (.26)      14.52  
   Princor Blue Chip Fund, Inc.                                                                                                     
     Class A                                                                                                                        
     Year Ended October 31,                                                                                                         
       1996                              15.03      .23        2.45        2.68       (.26)        (.35)          (.61)      17.10  
       1995                              12.45      .24        2.55        2.79       (.21)         --            (.21)      15.03  
       1994                              11.94      .20         .57         .77       (.26)         --            (.26)      12.45  
       1993                              11.51      .21         .43         .64       (.18)        (.03)          (.21)      11.94  
       1992                              10.61      .17         .88        1.05       (.15)         --            (.15)      11.51  
     Period Ended October 31, 1991(f)    10.02      .10         .57         .67       (.08)         --            (.08)      10.61  
     Class R                                                                                                                        
     Period Ended October 31, 1996(e)    16.21      .12         .90        1.02       (.15)         --            (.15)      17.08  
                                                                                                                                    
   Princor Capital Accumulation                                                                                                     
   Fund, Inc.                                                                                                                       
     Class A                                                                                                                        
     Year Ended October 31,                                                                                                         
       1996                              23.69      .45        5.48        5.93       (.43)       (1.47)         (1.90)      27.72  
       1995                              20.83      .45        3.15        3.60       (.39)        (.35)          (.74)      23.69  
       1994                              21.41      .39         .93        1.32       (.41)       (1.49)         (1.90)      20.83  
       1993                              21.34      .43        1.67        2.10       (.43)       (1.60)         (2.03)      21.41  
       1992                              19.53      .45        1.82        2.27       (.46)         --            (.46)      21.34  
       1991                              14.31      .49        5.24        5.73       (.51)         --            (.51)      19.53  
       1990                              18.16      .52       (3.64)      (3.12)      (.40)        (.33)          (.73)      14.31  
     Four Months Ended October 31, 
       1989(g)                           19.11      .18        (.06)        .12       (.29)        (.78)         (1.07)      18.16  
     Year Ended June 30,                                                                                                            
       1989                              18.82      .53        1.10        1.63       (.51)        (.83)         (1.34)      19.11  
       1988                              21.66      .44       (1.06)       (.62)      (.41)       (1.81)         (2.22)      18.82  
       1987                              20.47      .31        3.33        3.64       (.30)       (2.15)         (2.45)      21.66  
     Class R                                                                                                                        
     Period Ended October 31, 1996(e)    24.73      .19        2.81        3.00       (.16)         --            (.16)      27.57  
   Princor Emerging Growth Fund, Inc.                                                                                               
     Class A
     Year Ended October 31,
       1996                              31.45      .14        5.05        5.19       (.14)        (.75)          (.89)      35.75  
       1995                              25.08      .12        6.45        6.57       (.06)        (.14)          (.20)      31.45  
       1994                              23.56      --         1.61        1.61        --          (.09)          (.09)      25.08  
       1993                              19.79      .06        3.82        3.88       (.11)         --            (.11)      23.56  
       1992                              18.33      .14        1.92        2.06       (.15)        (.45)          (.60)      19.79  
       1991                              11.35      .17        7.06        7.23       (.21)        (.04)          (.25)      18.33  
       1990                              14.10      .31       (2.59)      (2.28)      (.37)        (.10)          (.47)      11.35  
       1989                              12.77      .26        2.02        2.28       (.15)        (.80)          (.95)      14.10  
     Period Ended October 31, 1988(b)    10.50      .06        2.26        2.32       (.05)         --            (.05)      12.77  
     Class R
     Period Ended October 31, 1996(e)    33.77      .04        1.88        1.92       (.02)         --            (.02)      35.67  
    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
   
                                                                       Ratios/Supplemental Data
                                                      -----------------------------------------------------------

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

   Princor Balanced Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                                 <C>        <C>            <C>         <C>         <C>          <C>   
       1996                                15.10%     $  70,820      1.28%       2.82%       32.6%        $.0421
       1995                                14.18%        57,125      1.37%       3.21%       35.8%           N/A
       1994                                  .94%        53,366      1.51%       2.70%       14.4            N/A
       1993                                12.24%        39,952      1.35%       2.78%       27.5%           N/A
       1992                                11.86%        31,339      1.29%       3.39%       30.6%           N/A
       1991                                34.09%        23,372      1.30%       4.25%       23.6%           N/A
       1990                               (11.28)%       18,122      1.32%       5.22%       33.7%           N/A
       1989                                11.03%        20,144      1.25%       5.45%       30.2%           N/A
     Period Ended October 31, 1988(b)      12.42%(c)     16,282      1.12%(d)    4.51%(d)    65.2%(d)        N/A
     Class R
     Period Ended October 31, 1996(e)       7.52%(c)        875      1.49%(d)    2.26%(d)    32.6%(d)      .0421(d)
   Princor Blue Chip Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                18.20%        44,389      1.33%       1.41%       13.3%         .0456
       1995                                22.65%        35,212      1.38%       1.83%       26.1%           N/A
       1994                                 6.58%        27,246      1.46%       1.72%        5.5%           N/A
       1993                                 5.65%        23,759      1.25%       1.87%       11.2%           N/A
       1992                                 9.92%        19,926      1.56%       1.49%       13.5%           N/A
     Period Ended October 31, 1991(f)       6.37%(c)     12,670      1.71%(d)    1.67%(d)     0.4%(d)        N/A
     Class R                                                                                                    
     Period Ended October 31, 1996(e)       7.02%(c)      1,575      1.48%(d)     .68%(d)    13.3%(d)      .0456(d)
   
   Princor Capital Accumulation
   Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                26.41%       435,617       .69%       1.82%       50.2%         .0421
       1995                                17.94%       339,656       .75%       2.08%       46.0%           N/A
       1994                                 6.67%       285,965       .83%       2.02%       31.7%           N/A
       1993                                10.42%       240,016       .82%       2.16%       24.8%           N/A
       1992                                11.67%       190,301       .93%       2.17%       38.3%           N/A
       1991                                40.63%       152,814       .99%       2.72%       19.7%           N/A
       1990                               (17.82)%      109,507      1.10%       3.10%       27.7%           N/A
     Four Months Ended October 31, 
       1989(g)                               .44%(c)    122,685      1.10%(d)    2.87%(d)    19.7%(d)        N/A
     Year Ended June 30,                                                                                        
       1989                                 9.53%       117,473      1.00%       3.04%       28.1%           N/A
       1988                                (2.30)%       97,147       .96%       2.40%       27.9%           N/A
       1987                                20.93%        93,545       .98%       1.73%       20.0%           N/A
     Class R                                                                                                    
     Period Ended October 31, 1996(e)      12.74%(c)      1,752      1.16%(d)    1.18%(d)    50.2%(d)      .0421(d)
   Princor Emerging Growth Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                16.89%       229,465      1.32%        .46%       12.3%         .0391
       1995                                26.41%       150,611      1.47%        .47%       13.5%           N/A
       1994                                 6.86%        92,965      1.74%        .02%        8.1%           N/A
       1993                                19.66%        48,668      1.66%        .26%        7.0%           N/A
       1992                                11.63%        29,055      1.74%        .80%        5.8%           N/A
       1991                                64.56%        17,174      1.78%       1.14%        8.4%           N/A
       1990                               (16.80)%        8,959      1.94%       2.43%       15.8%           N/A
       1989                                19.65%         8,946      1.79%       2.09%       13.5%           N/A
     Period Ended October 31, 1988(b)      19.72%(c)      6,076      1.52%(d)  .84%(d)       19.5%(d)        N/A
     Class R
     Period Ended October 31, 1996(e)       6.20%(c)      2,016      1.53%(d)     .29%(d)    12.3%(d)      .0391(d)

<FN>
Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge.

(b)  Period from December 18, 1987, date shares first offered to public, through
     October 31, 1988.  Certain of the Growth Funds  recognized  net  investment
     income as follows,  for the period  from the initial  purchase of shares on
     October 30, 1987 through  December 17, 1987, was recognized,  none of which
     was distributed to its sole  stockholder,  Principal  Mutual Life Insurance
     Company,  during the period.  Additionally,  the Growth Funds  incurred net
     realized and unrealized  gains/losses  on  investments  during this initial
     interim period as follows.  This represented  activities of each fund prior
     to the initial public offering of fund shares.

                                                                    Per Share
                                               Per Share           Realized and
                                             Net Investment         Unrealized
                Fund                             Income             Gain/(Loss)

     Princor Balanced Fund, Inc.                  $.08                $(.12)
     Princor Emerging Growth Fund, Inc.            .04                  .46

(c)  Total Return amounts have not been annualized.

(d)  Computed on an annualized basis.

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


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

     Princor Balanced Fund, Inc.                  $--                $(.03)
     Princor Blue Chip Fund, Inc.                  .01                (.02)
     Princor Capital Accumulation Fund, Inc.       .01                (.11)
     Princor Emerging Growth Fund, Inc.            --                   .19

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

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

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

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

   Princor Growth Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                              <C>       <C>         <C>         <C>        <C>         <C>           <C>          <C>     
       1996                             $37.22    $.35        $3.50       $3.85      $(.35)      $(1.18)       $(1.53)      $39.54  
       1995                              31.14     .35         6.67        7.02       (.31)        (.63)         (.94)       37.22  
       1994                              30.41     .26         2.56        2.82       (.28)       (1.81)        (2.09)       31.14  
       1993                              28.63     .40         2.36        2.76       (.42)        (.56)         (.98)       30.41  
       1992                              25.92     .39         3.32        3.71       (.40)        (.60)        (1.00)       28.63  
       1991                              16.57     .41         9.32        9.73       (.38)        --            (.38)       25.92  
       1990                              19.35     .35        (1.99)      (1.64)      (.34)        (.80)        (1.14)       16.57  
     Four Months Ended October 31,                                                                                                  
       1989(b)                           18.35     .08         1.17        1.25       (.16)        (.09)         (.25)       19.35  
     Year Ended June 30,
       1989                              19.84     .32          .36         .68       (.29)       (1.88)        (2.17)       18.35  
       1988                              23.27     .26        (2.08)      (1.82)      (.22)       (1.39)        (1.61)       19.84  
       1987                              21.85     .21         3.72        3.93       (.27)       (2.24)        (2.51)       23.27  
     Class R                                                                                                                        
     Period Ended October 31, 1996(e)    39.27     .10          .13         .23       (.10)        --            (.10)       39.40  

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              10.94     .44(f)       .45         .89       (.43)        --            (.43)       11.40  
       1995                               9.25     .48(f)      1.70        2.18       (.49)        --            (.49)       10.94  
       1994                              11.45     .46(f)     (2.19)      (1.73)      (.45)        (.02)         (.47)        9.25  
     Period Ended October 31, 1993(g)    10.18     .35(f)      1.27        1.62       (.35)        --            (.35)       11.45  
     Class R
     Period Ended October 31, 1996(e)    11.75     .28(f)      (.41)       (.13)      (.29)        --            (.29)       11.33  

   Princor World Fund, Inc.
     Class A
     Year Ended October 31,
       1996                               7.28     .10         1.17        1.27       (.08)        (.33)         (.41)        8.14  
       1995                               7.44     .08         (.02)        .06       (.03)        (.19)         (.22)        7.28  
       1994                               6.85     .01          .64         .65       (.02)        (.04)         (.06)        7.44  
       1993                               5.02     .03         1.98        2.01       (.05)        (.13)         (.18)        6.85  
       1992                               5.24     .06         (.14)       (.08)      (.06)        (.08)         (.14)        5.02  
       1991                               4.64     .05          .58         .63       (.03)        --            (.03)        5.24  
       1990                               4.66     .09         (.04)        .05       (.07)        --            (.07)        4.64  
     Ten Months Ended October 31, 1989(h) 4.58     .07          .07         .14       (.06)        --            (.06)        4.66  
     Year Ended December 31,
       1988(i)                            3.88     .12          .67         .79       (.09)        --            (.09)        4.58  
       1987(i)                            8.55     .12         (.96)       (.84)      (.08)       (3.75)        (3.83)        3.88  
       1986(i)                            7.32     .45         2.17        2.62       (.44)        (.95)        (1.39)        8.55  
     Class R
     Period Ended October 31, 1996(e)     7.48     .01          .63         .64        --          --            --           8.12  
    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
   

                                                                                  Ratios/Supplemental Data
                                                                ------------------------------------------------------------

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

   Princor Growth Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                                             <C>        <C>            <C>          <C>         <C>      <C>   
       1996                                            10.60%      $228,361      1.08%        .95%        1.8%     $.0443
       1995                                            23.29%       174,328      1.16%       1.12%       12.2%        N/A 
       1994                                             9.82%       116,363      1.30%        .95%       13.6%        N/A 
       1993                                             9.83%        80,051      1.26%       1.40%       16.4%        N/A 
       1992                                            14.76%        63,405      1.19%       1.46%       15.6%        N/A 
       1991                                            59.30%        45,892      1.13%       1.85%       10.6%        N/A 
       1990                                            (9.20)%       28,917      1.18%       1.88%        9.7%        N/A 
     Four Months Ended October 31,                                                                                   
       1989(b)                                          6.83%(c)     32,828      1.22%(d)    1.25%(d)    50.1%(d)     N/A
     Year Ended June 30,
       1989                                             4.38%        31,770      1.08%       1.78%        9.7%        N/A 
       1988                                            (7.19)%       34,316      1.00%       1.29%       24.9%        N/A 
       1987                                            20.94%        37,006      1.01%       1.07%        4.0%        N/A 
     Class R                                                                                                       
     Period Ended October 31, 1996(e)                   1.12%(c)      2,014      1.42%(d)     .14%(d)     1.8%(d)   .0443(d)

   Princor Utilities Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                             8.13%        66,322      1.17%(f)    3.85%       34.2%      .0410
       1995                                            24.36%        65,873      1.04%(f)    4.95%       13.0%        N/A
       1994                                           (15.20)%       56,747      1.00%(f)    4.89%       13.8%        N/A
     Period Ended October 31, 1993(g)                  15.92%(c)     50,372      1.00%(f)(d) 4.48%(d)     4.3%(d)     N/A
     Class R
     Period Ended October 31, 1996(e)                   (.31)%(c)       311      1.47%(f)(d) 3.77%(d)    34.2%(d)   .0410(d)

   Princor World Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                            18.36%       172,276      1.45%       1.43%       23.8%      .0197
       1995                                             1.03%       126,554      1.63%       1.10%       35.4%        N/A 
       1994                                             9.60%       115,812      1.74%        .10%       13.2%        N/A 
       1993                                            41.39%        63,718      1.61%        .59%       19.5%        N/A 
       1992                                            (1.57)%       35,048      1.69%       1.23%       19.9%        N/A 
       1991                                            13.82%        26,478      1.72%       1.36%       27.6%        N/A 
       1990                                              .94%        16,044      1.79%       1.89%       37.9%        N/A 
     Ten Months Ended October 31, 1989(h)               2.98%(c)     13,928      1.55%(d)    1.82%(d)    32.4%(d)     N/A
     Year Ended December 31,
       1988(i)                                         20.25%        13,262      1.55%       1.43%       56.9%        N/A
       1987(i)                                        (10.13)%        3,943      2.09%        .83%      183.0%        N/A
       1986(i)                                         36.40%         9,846      2.17%        .73%      166.0%        N/A
     Class R
     Period Ended October 31, 1996(e)                   9.29%(c)      1,057      1.59%(d)     .78%(d)    23.8%(d)   .0197(d)
<FN>
Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge.

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

(c)  Total Return amounts have not been annualized.

(d)  Computed on an annualized basis.

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


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

     Princor Growth Fund, Inc.               $.01                   $(.10)
     Princor World Fund, Inc.                 --                     (.02)

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

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

     Princor Utilities
       Fund, Inc.
       Class A          1996        $.43            1.25%             $ 54,932
                        1995         .46            1.30%              151,145
                        1994         .41            1.50%              284,836
                        1993(g)      .32            1.54%(d)           139,439
       Class R          1996         .17            1.47%(d)            --

(g)  Period from December 16, 1992, date shares first offered to public, through
     October 31, 1993. Net investment income, aggregating $.05 per share for the
     period from the initial  purchase  of shares on November  16, 1992  through
     December 15, 1992,  was  recognized,  none of which was  distributed to its
     sole  stockholder,  Principal  Mutual Life  Insurance  Company,  during the
     period. Additionally,  the fund incurred unrealized gains on investments of
     $.13  per  share  during  the  initial  interim  period.  This  represented
     activities of the fund prior to the initial public offering of fund shares.

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

(i)  The investment manager of Princor World Fund, Inc. was changed on August 1,
     1988 to the current manager, Princor Management Corporation. The years 1983
     through 1987 are not covered by the current independent auditor's report.
</FN>
    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
   
INCOME-ORIENTED AND MONEY MARKET FUNDS

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

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

   Princor Bond Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                              <C>       <C>        <C>          <C>        <C>           <C>          <C>         <C>     
       1996                             $11.42    $.76(b)    $(.25)       $ .51      $(.76)        $--          $(.76)      $11.17  
       1995                              10.27     .78(b)     1.16         1.94       (.78)        (.01)         (.79)       11.42  
       1994                              11.75     .78(b)    (1.47)        (.69)      (.78)        (.01)         (.79)       10.27  
       1993                              10.97     .81(b)      .79         1.60       (.81)        (.01)         (.82)       11.75  
       1992                              10.65     .85(b)      .32         1.17       (.85)         --           (.85)       10.97  
       1991                               9.99     .88(b)      .65         1.53       (.87)         --           (.87)       10.65  
       1990                              10.57     .86        (.55)         .31       (.89)         --           (.89)        9.99  
       1989                              10.37     .87         .25         1.12       (.86)        (.06)         (.92)       10.57  
     Period Ended October 31, 1988 (c)    9.95     .80(b)      .38         1.18       (.76)         --           (.76)       10.37  
     Class R
     Period Ended October 31, 1996(f)    11.27     .51(b)     (.13)         .38       (.49)         --           (.49)       11.16  

   Princor Cash Management Fund, Inc.
     Class A
     Year Ended October 31,
       1996                               1.000    .049(b)    --            .049      (.049)        --           (.049)       1.000 
       1995                               1.000    .052(b)    --            .052      (.052)        --           (.052)       1.000 
       1994                               1.000    .033(b)    --            .033      (.033)        --           (.033)       1.000 
       1993                               1.000    .026(b)    --            .026      (.026)        --           (.026)       1.000 
       1992                               1.000    .036(b)    --            .036      (.036)        --           (.036)       1.000 
       1991                               1.000    .061(b)    --            .061      (.061)        --           (.061)       1.000 
       1990                               1.000    .074(b)    --            .074      (.074)        --           (.074)       1.000 
     Four Months Ended October 31, 
       1989(g)                            1.000    .027(b)    --            .027      (.027)        --           (.027)       1.000 
     Year Ended June 30,
       1989                               1.000    .080(b)    --            .080      (.080)        --           (.080)       1.000 
       1988                               1.000    .060       --            .060      (.060)        --           (.060)       1.000 
       1987                               1.000    .053       --            .053      (.053)        --           (.053)       1.000 
     Class R
     Period Ended October 31, 1996(f)     1.000    .030       --            .030      (.030)        --           (.030)       1.000 

   Princor Government Securities
   Income Fund, Inc.
     Class A
     Year Ended October 31,
       1996                              11.31     .70        (.05)         .65       (.70)         --           (.70)       11.26  
       1995                              10.28     .71        1.02         1.73       (.70)         --           (.70)       11.31  
       1994                              11.79     .69       (1.40)        (.71)      (.68)        (.12)         (.80)       10.28  
       1993                              11.44     .74         .55         1.29       (.74)        (.20)         (.94)       11.79  
       1992                              11.36     .81         .12          .93       (.81)        (.04)         (.85)       11.44  
       1991                              10.54     .85         .84         1.69       (.87)         --           (.87)       11.36  
       1990                              10.76     .85        (.22)         .63       (.85)         --           (.85)       10.54  
     Four Months Ended October 31,
       1989(g)                           10.66     .29         .09          .38       (.28)         --           (.28)       10.76  
     Year Ended June 30,
       1989                              10.33     .87         .32         1.19       (.86)         --           (.86)       10.66  
       1988                              10.40     .89        (.05)         .84       (.88)        (.03)         (.91)       10.33  
       1987                              10.82     .86        (.13)         .73       (.87)        (.28)        (1.15)       10.40  
     Class R
     Period Ended October 31, 1996(f)    11.27     .47        (.08)         .39       (.45)         --           (.45)       11.21  
    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
   

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

   Princor Bond Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                                   <C>            <C>          <C>            <C>         <C> 
       1996                                    4.74%        $113,437      .95%(b)       6.85%        3.4%
       1995                                   19.73%         106,962      .94%(b)       7.26%        5.1%
       1994                                  (6.01)%          88,801      .95%(b)       7.27%        8.9%
       1993                                   15.22%          85,015      .92%(b)       7.19%        9.3%
       1992                                   11.45%          62,534      .88%(b)       7.95%        8.4%
       1991                                   16.04%          37,825      .80%(b)       8.66%         .9%
       1990                                    3.08%          22,719     1.22%          8.40%        3.6%
       1989                                   11.54%          13,314     1.24%          8.59%        0.0%
     Period Ended October 31, 1988 (c)        11.59%(d)       10,560      .70%(b)(e)    8.85%(e)    63.9%(e)
     Class R
     Period Ended October 31, 1996(f)          3.75%(d)          525     1.28%(b)(e)    6.51%(e)     3.4%(e)

   Princor Cash Management Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                    5.00%         694,962      .66%(b)       4.88%        N/A
       1995                                    5.36%         623,864      .72%(b)       5.24%        N/A
       1994                                    3.40%         332,346      .70%(b)       3.27%        N/A
       1993                                    2.67%         284,739      .67%(b)       2.63%        N/A
       1992                                    3.71%         247,189      .65%(b)       3.66%        N/A
       1991                                    6.29%         262,543      .61%(b)       5.95%        N/A
       1990                                    7.65%         151,007      .93%(b)       7.36%        N/A
     Four Months Ended October 31, 
       1989(g)                                 2.63%(d)      124,895     1.04%(b)(e)    7.86%(e)     N/A
     Year Ended June 30,
       1989                                    8.15%         120,149     1.00%(b)       8.21%        N/A
       1988                                    6.18%          51,320     1.02%          6.06%        N/A
       1987                                    5.34%          45,015     1.02%          5.33%        N/A
     Class R
     Period Ended October 31, 1996(f)          2.97%(d)        1,639      .99%(e)       4.41%(e)     N/A

   Princor Government Securities
   Income Fund, Inc.
     Class A
     Year Ended October 31,
       1996                                    6.06%         259,029      .81%          6.31%       25.9%
       1995                                   17.46%         261,128      .87%          6.57%       10.1%
       1994                                   (6.26)%        249,438      .95%          6.35%       24.8%
       1993                                   11.80%         236,718      .93%          6.38%       52.6%
       1992                                    8.49%         161,565      .95%          7.04%       54.3%
       1991                                   16.78%          94,613      .98%          7.80%       14.9%
       1990                                    6.17%          71,806     1.07%          8.15%       22.4%
     Four Months Ended October 31,
       1989(g)                                 3.63%(d)       55,702     1.07%(e)       8.18%(e)     5.2%(e)
     Year Ended June 30,
       1989                                   12.37%          56,848      .96%          8.58%        --
       1988                                    8.60%          59,884      .82%          8.65%        --
       1987                                    7.00%          65,961      .92%          7.93%       17.6%
     Class R
     Period Ended October 31, 1996(f)          3.76%(d)          481     1.18%(e)       5.84%(e)    25.9%(e)

<FN>
Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge.

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

                                   Per Share      Ratio of Expenses
                                   Net Invest-      to Average Net      Amount
        Fund               Year    ment Income         Assets           Waived
Princor Bond Fund, Inc.
   Class A                1996       $.76              .97%            $ 22,536
                          1995        .77             1.02%              86,018
                          1994        .77             1.09%             120,999
                          1993        .79             1.07%             111,162
                          1992        .82             1.11%             110,868
                          1991        .84             1.15%             100,396
                          1988(c)     .76             1.12%(e)           31,187
   Class R                1996(f)     .51             1.28%(e)                3
                                                                               
Princor Cash Management
   Fund, Inc.
   Class A                1996        .049             .67%               7,102
                          1995        .052             .78%             296,255
                          1994        .031             .90%             595,343
                          1993        .025             .84%             468,387
                          1992        .035             .80%             385,328
                          1991        .059             .79%             433,196
                          1990        .073            1.01%             106,841
                          1989**      .026            1.06%(e)          101,625
                          1989*       .079            1.11%               9,558

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

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

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

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

                                                   Per Share
            Fund                                Unrealized (Loss)

Princor Bond Fund, Inc.                               $(.03)
Princor Government Securities
   Income Fund, Inc.                                   (.03)

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

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

                                                  Income from Investment Operations          Less Distributions                     

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

   Princor High Yield Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                               <C>      <C>        <C>         <C>         <C>            <C>          <C>        <C>    
       1996                              $8.06    $ .68      $ .23       $ .91       $ (.70)        $ --         $(.70)     $ 8.27  
       1995                               7.83      .68        .20         .88         (.65)          --          (.65)       8.06  
       1994                               8.36      .63       (.51)        .12         (.65)          --          (.65)       7.83  
       1993                               8.15      .71        .21         .92         (.71)          --          (.71)       8.36  
       1992                               7.86      .79        .29        1.08         (.79)          --          (.79)       8.15  
       1991                               7.12      .88        .80        1.68         (.94)          --          (.94)       7.86  
       1990                               9.47     1.10      (2.35)      (1.25)       (1.09)        (.01)        (1.10)       7.12  
       1989                              10.44     1.10       (.83)        .27        (1.09)        (.15)        (1.24)       9.47  
     Period Ended October 31, 1988 (b)    9.97      .98(c)     .38        1.36         (.89)          --          (.89)      10.44  
       Class R
     Period Ended October 31, 1996 (f)    8.21      .46       (.03)        .43         (.44)          --          (.44)       8.20  

   Princor Limited Term Bond Fund, Inc.
     Class A
     Period Ended October 31, 1996 (g)    9.90      .38(c)    (.04)        .34         (.35)          --          (.35)       9.89  
     Class R
     Period Ended October 31, 1996 (f)    9.90      .36(c)    (.06)        .30         (.32)          --          (.32)       9.88  
    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
   
                                                                 Ratios/Supplemental Data

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

   Princor High Yield Fund, Inc.
     Class A
     Year Ended October 31,
<S>    <C>                                <C>          <C>          <C>           <C>           <C>  
       1996                                11.88%      $28,432      1.26%          8.49%        18.8%
       1995                                11.73%       23,396      1.45%          8.71%        40.3%
       1994                                 1.45%       19,802      1.46%          7.82%        27.2%
       1993                                11.66%       19,154      1.35%          8.57%        23.4%
       1992                                14.35%       16,359      1.41%          9.69%        28.2%
       1991                                25.63%       13,195      1.50%         12.06%        14.2%
       1990                               (14.51)%       9,978      1.45%         12.99%        15.8%
       1989                                 2.68%       12,562      1.43%         11.22%        19.9%
     Period Ended October 31, 1988 (b)     14.15%(d)    10,059       .77%(c)(e)   10.55%(e)     73.2%(e)
     Class R
     Period Ended October 31, 1996 (f)      5.60%(d)       124      1.59% (e)      7.84%(e)     18.8%(e)

   Princor Limited Term Bond Fund, Inc.
     Class A
     Period Ended October 31, 1996 (g)      3.62%(d)    17,249       .89% (c)(e)   6.01%(e)     16.5%(e)
     Class R
     Period Ended October 31, 1996 (f)      3.24%(d)        83      1.40% (c)(e)   5.64%(e)     16.5%(e)

<FN>
Notes to financial highlights

(a)  Total Return is calculated without the front-end sales charge.

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

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

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

Princor High Yield
   Fund, Inc.
   Class A                1988(b)     $.95             1.33%(e)          $32,609

Princor Limited Term
Bond Fund, Inc.
   Class A                1996         .37             1.16%(e)           22,716
   Class R                1996         .35             1.79%(e)               60

(d)  Total Return amounts have not been annualized.

(e)  Computed on an annualized basis.

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

(g)  Period from  February  29, 1996,  date shares first  offered to the public,
     through  October 31, 1996.  With respect to Class A shares,  net investment
     income, aggregating $.02 per share for the period from the initial purchase
     of shares on February 13, 1996 through  February 28, 1996, was  recognized,
     none of which was  distributed to its sole  stockholder,  Principal  Mutual
     Life  Insurance  Company  during the period.  Additionally,  Class A shares
     incurred  unrealized  losses on  investments  of $.12 per share  during the
     initial interim period.  This  represents  Class A share  activities of the
     fund prior to the initial public offering of Class A shares.
</FN>
    
</TABLE>
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

     GROWTH-ORIENTED FUNDS

     The Princor  Growth-Oriented  Funds currently include four Funds which seek
capital   appreciation   through   investments  in  equity  securities  (Capital
Accumulation  Fund,  Emerging Growth Fund, Growth Fund and World Fund), one Fund
which seeks a total investment  return  including both capital  appreciation and
income through  investments in equity and debt securities  (Balanced  Fund), one
Fund which  seeks  growth of  capital  and  growth of income  primarily  through
investments in common stocks of well  capitalized,  established  companies (Blue
Chip Fund) and one fund which  seeks  current  income  and  long-term  growth of
income and capital through investments in equity and fixed-income  securities of
public utilities companies (Utilities Fund).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     When in the opinion of the Manager  current  market or economic  conditions
warrant, the Fund may for temporary defensive purposes place all or a portion of
its assets in cash,  on which the Fund would earn no income,  cash  equivalents,
bank  certificates  of  deposit,  bankers  acceptances,  repurchase  agreements,
commercial  paper,  commercial  paper master notes or United  States  Government
securities.  When  investing  for temporary  defensive  purposes the Fund is not
investing so as to achieve its investment objective.  The Fund may also maintain
reasonable  amounts  of  cash or  short-term  debt  securities  for  daily  cash
management purposes or pending selection of particular long-term investments.

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

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

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

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

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

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

     INCOME-ORIENTED FUNDS

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

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

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

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

     During the fiscal year ended October 31, 1996, the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

   
               Moody's Rating                    Portfolio Percentage
                     Aa                                  .94%
                      A                                19.36
                     Baa                               77.11
                     Ba                                 1.09
                      B                                 1.50
    

     The  above  percentage  for A rated  securities  include  .34%  of  unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     The Fund seeks to minimize the risks of investing in lower-rated securities
through   diversification,   investment   analysis  and   attention  to  current
developments in interest rates and economic conditions. Because the Fund invests
primarily in securities in the lower rating  categories,  the achievement of the
Fund's goals is more  dependent on the Manager's  ability than would be the case
if the Fund were  investing  in  securities  in the  higher  rating  categories.
Although the Fund's Manager  considers  security ratings when making  investment
decisions, it performs its own investment analysis and does not rely principally
on the  ratings  assigned  by the rating  services.  There are risks in applying
credit ratings as a method for evaluating  high yield  securities.  For example,
credit ratings evaluate the safety of principal and interest  payments,  not the
market value risk of high yield securities,  and credit rating agencies may fail
to make  timely  changes in credit  ratings to reflect  subsequent  events.  The
Manager's analysis includes traditional security analysis considerations such as
the issuer's experience and managerial  strength,  changing financial condition,
borrowing  requirements or debt maturity  schedules,  and its  responsiveness to
changes in business  conditions and interest rates.  It also considers  relative
values based on  anticipated  cash flow,  interest or dividend  coverage,  asset
coverage  and earnings  prospects.  In addition,  the Manager  analyzes  general
business  conditions and other factors such as  anticipated  changes in economic
activity and interest rates, the  availability of new investment  opportunities,
and the  economic  outlook for  specific  industries.  The Manager  continuously
monitors  the issuers of portfolio  securities  to determine if the issuers will
have  sufficient  cash flow and profits to meet required  principal and interest
payments and to assure the securities' liquidity so the Fund can meet redemption
requests.  During the fiscal year ended October 31, 1996,  the percentage of the
Fund's  portfolio  securities  invested in the various  ratings  established  by
Moody's,  based  upon the  weighted  average  ratings of the  portfolio,  was as
follows:

   
                  Moody's Rating               Portfolio Percentage
                        Baa                           1.91%
                        Ba                           41.54
                         B                           54.06
                         C                            2.49
    

     The  above  percentages  for  Ba and B  rated  securities  include  unrated
securities  in the  amount  of .13% and  .21%,  respectively,  which  have  been
determined by the Manager to be of comparable quality.

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

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

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

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

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

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

     MONEY MARKET FUND

     The Princor  Funds  currently  include one Fund which seeks a high level of
income through investments in short-term  securities.  This Fund is Princor Cash
Management Fund referred to as the "Money Market Fund."  Securities in which the
Princor  Cash  Management  Fund  will  invest  may not  yield as high a level of
current  income as  securities  of lower  quality  and longer  maturities  which
generally have less liquidity, greater market risk and more fluctuation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

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

Repurchase Agreements/Lending Portfolio Securities

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

Forward Commitments

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

Warrants

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

Borrowing

     As a matter of  fundamental  policy,  each Fund may  borrow  money only for
temporary or emergency  purposes.  Each of the Funds,  except the Balanced Fund,
Blue Chip Fund, Bond Fund,  Emerging Growth Fund,  Government  Securities Income
Fund,  High Yield Fund,  Limited Term Bond Fund,  Utilities Fund and World Fund,
may borrow only from banks. Further, each Fund may borrow only in an amount not
exceeding 5% of its assets, except:

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

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

Options

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

General

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

RISK FACTORS

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

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

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

     Each of the following Princor Funds may invest in foreign securities to the
indicated  percentage  of its assets:  World Fund - 100%;  Balanced,  Blue Chip,
Bond, Capital Accumulation, Emerging Growth, High Yield, Limited Term Bond Fund,
and Utilities Funds - 20%. The Government  Securities Income Fund may not invest
in foreign  securities.  Investment in foreign securities presents certain risks
which may affect a Fund's net asset  value.  These  risks  include,  but are not
limited to,  those  resulting  from  fluctuations  in currency  exchange  rates,
revaluation of currencies,  the imposition of foreign taxes,  the withholding of
taxes on dividends at the source,  political and economic developments including
war,  expropriations,  nationalization,  the  possible  imposition  of  currency
exchange controls and other foreign  governmental laws or restrictions,  reduced
availability of public information concerning issuers, and the fact that foreign
issuers are not generally subject to uniform accounting,  auditing and financial
reporting standards or to other regulatory practices and requirements comparable
to those applicable to domestic  issuers.  Moreover,  securities of many foreign
issuers  may be less  liquid  and  their  prices  more  volatile  than  those of
comparable domestic issuers. In addition, transactions in foreign securities may
be subject to higher  costs,  and the time for  settlement  of  transactions  in
foreign  securities  may be  longer  than the  settlement  period  for  domestic
issuers.  A Fund's  investment in foreign  securities  may also result in higher
custodial costs and the costs associated with currency conversions.

HOW THE FUNDS ARE MANAGED

   
     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the Funds is Princor  Management  Corporation  (the  "Manager"),  an  indirectly
wholly-owned  subsidiary of Principal  Mutual Life Insurance  Company,  a mutual
life  insurance  company  organized in 1879 under the laws of the State of Iowa.
The address of the Manager is The Principal  Financial Group,  Des Moines,  Iowa
50392.  The Manager was  organized on January 10, 1969,  and since that time has
managed  various  mutual  funds  sponsored by  Principal  Mutual Life  Insurance
Company.  As of November 30, 1996, the Manager served as investment  advisor for
26 such funds with assets totaling approximately $3.9 billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment  advisory services for each of the Growth-Oriented
Funds,  the  Government  Securities  Income Fund,  Limited  Term Bond Fund,  and
Utilities  Fund.  The Manager will  reimburse  Invista for the cost of providing
these  services.  Invista,  an indirectly  wholly-owned  subsidiary of Principal
Mutual Life  Insurance  Company and an affiliate of the Manager,  was founded in
1985 and manages  investments for institutional  investors,  including Principal
Mutual Life.  Assets under  management  at November 30, 1996 were  approximately
$18.0 billion. Invista's address is 1500 Hub Tower, 699 Walnut, Des Moines, Iowa
50309.
    

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

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

<TABLE>
<CAPTION>
                              Primarily
           Fund              Responsible Since                      Person Primarily Responsible

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

Blue Chip                    March, 1991            Mark T. Williams, CFA (MBA degree, Drake University). Investment
                             (Fund's inception)     Officer, Invista Capital Management, Inc., since 1992; Security Analyst 
                                                    1989-1992. Prior thereto, Financial Analyst, Digital Equipment Corporation.

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

Capital Accumulation         October, 1969          David L. White, CFA (BBA degree, University of Iowa). Executive Vice
                             (Fund's inception)     President, Invista Capital Management, Inc. since 1984. Co-Manager since
                                                    November 1996, Catherine A. Green, CFA, (MBA degree, Drake University).
                                                    Vice  President,  Invista  Capital  Management, Inc. since 1987.
    

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

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

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

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

Utilities                    April, 1993            Catherine A. Green, CFA, (MBA degree, Drake University). Vice President,
                                                    Invista Capital Management, Inc. since 1987.

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

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

     For a description  of the  investment  and other  services  provided by the
Manager,  see  "Cost of  Manager's  Services"  in the  Statement  of  Additional
Information.  The management  fee and total Class A share  expenses  incurred by
each Fund for the period  ended  October  31,  1996 were equal to the  following
percentages of each Fund's respective average net assets:

   
                                 Class A Shares        Class R Shares
                                          Total                  Total
                              Manager's Annualized   Manager's Annualized
            Fund                 Fee     Expenses      Fee     Expenses
         Balanced               .60%       1.28%      .60%       1.49%
         Blue Chip              .50%       1.33%      .50%       1.48%
         Bond                   .47%        .95%*     .50%       1.28%*
         Capital Accumulation   .43%        .69%      .45%       1.16%
         Cash Management        .37%        .66%*     .38%        .99%*
         Emerging Growth        .62%       1.32%      .62%       1.53%
         Government Securities 
           Income               .46%        .81%      .46%       1.18%
         Growth                 .46%       1.08%      .46%       1.42%
         High Yield             .60%       1.26%      .60%       1.59%
         Limited Term Bond      .23%        .89%*     .11%       1.40%*
         Utilities              .52%       1.17%*     .60%       1.47%*
         World                  .73%       1.45%      .73%       1.59%
    

         *After waiver.

   
     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management,  Limited Term Bond and Utilities  Funds  throughout  the fiscal year
ended October 31, 1996.  The Manager  intends to continue its  voluntary  waiver
and, if necessary,  pay expenses normally payable by each of these Funds through
February  28,  1998 in an amount that will  maintain a total level of  operating
expenses which as a percentage of average net assets  attributable to a class on
an annualized basis during that period will not exceed,  for the Class A shares,
 .95% for the Bond Fund, .75% for the Cash Management  Fund, .90% for the Limited
Term Bond Fund and 1.15%  for the  Utilities  Fund,  and for the Class R shares,
1.45% for the Bond  Fund,  1.25%  for the Cash  Management  Fund,  1.50% for the
Limited  Term  Bond Fund and 1.65% for the  Utilities  Fund.  The  effect of the
waivers is and will be to reduce  each  Fund's  annual  operating  expenses  and
increase each Fund's yield.
    

     The Manager and Invista may purchase at their own expense  statistical  and
other information or services from outside sources,  including  Principal Mutual
Life Insurance  Company.  An Investment Service Agreement between each Fund, the
Manager,  and Principal  Mutual Life Insurance  Company  provides that Principal
Mutual Life  Insurance  Company will  furnish  certain  personnel,  services and
facilities  required by the Manager in connection  with its  performance  of the
Management Agreements, and that the Manager will reimburse Principal Mutual Life
Insurance Company for its costs incurred in this regard.

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

   
     The  Funds  may  from  time  to time  execute  transactions  for  portfolio
securities with, and pay related brokerage  commissions to, Principal  Financial
Securities,  Inc.  ("PFS")  and Morgan  Stanley  and Co.,  each a  broker-dealer
affiliated  with  Princor  and/or the  Manager  for each of the Funds.  PFS also
provides  distribution services for Princor Cash Management Fund for which it is
compensated  by the Manager.  These  services  include,  but are not limited to,
providing office space, equipment, telephone facilities and various personnel as
necessary or  beneficial  to establish and maintain  shareholder  accounts.  PFS
receives a fee from the Manager  calculated  as a percentage  of the average net
asset value of shares of the Fund held in PFS client  accounts during the period
for which PFS provides the  services.  During the fiscal years ended October 31,
1994, 1995, and 1996, PFS received fees in the amount of $539,662,  $991,520 and
$1,650,714  respectively,  in  consideration  of the services it rendered to the
Cash Management Fund.
    

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

HOW TO PURCHASE SHARES

     Purchases are generally  made by  completing  an Account  Application  or a
Princor IRA Application,  both included with this Prospectus,  and mailing it to
Princor.  Shares will be issued at the offering  price next  computed  after the
application is received at Princor's main office and Princor receives the amount
to be invested.  Generally,  the initial  amount to be invested in a Princor IRA
will be directly  transferred to Princor from the  retirement  plan in which the
investor participates.  However, in some cases the investor will purchase shares
by check.  If  investing by check,  shares will be issued at the offering  price
next  computed  after  the  completed  application  and check  are  received  at
Princor's main office.  Subsequent  purchases will be executed at the price next
computed  after receipt of the investor's  check at Princor's  main office.  All
orders are subject to acceptance by the Fund or Funds and Princor.

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

     Minimum  Purchase  Amount.  An investor may open an account with any of the
Funds with a minimum initial investment of $1,000 ($250 for an IRA).  Additional
investments  of $100 or more may be made at any time  without  completing  a new
application.  The minimum  initial  and  subsequent  investment  amounts are not
applicable  to accounts  designated  as receiving  accounts in a Dividend  Relay
Election.  Each Fund's Board of Directors  reserves the right to change or waive
minimum  investment  requirements at any time,  which would be applicable to all
investors alike.

     Automatic  Investment  Plan. An eligible  investor may make regular monthly
investments  through automatic  deductions from the account of a bank or similar
financial institution.  The minimum monthly purchase is $25 for all Funds except
the Money Market Funds,  which have a $100 monthly  minimum  requirement.  A $25
minimum  monthly  purchase may be established  for the Money Market Funds if the
account value is at least $1,000 at the time the plan is established. Plan forms
and preauthorized check agreements are available from Princor on request.  There
is no  obligation  to continue the plan and it may be terminated by the investor
at any time.

     Each Fund described in this  Prospectus  offers  investors three classes of
shares which bear sales charges in different forms and amounts,  Class A shares,
Class B shares and Class R shares.  Only Class R shares are offered through this
Prospectus.  Class A shares are  described  herein only  because  Class R shares
convert to Class A shares as described below.

     Class R Shares.  Class R shares are  purchased  without  an  initial  sales
charge or a contingent  deferred  sales charge  ("CDSC").  Class R shares bear a
higher 12b-1 fee than Class A shares, currently at the annual rate of up to .75%
of  the  Fund's  average  net  assets   attributable  to  Class  R  shares.  See
"Distribution and Shareholder  Servicing Plans and Fees." Class R shares provide
an investor  the benefit of putting all of the  investor's  dollars to work from
the time the investment is made,  but (until  conversion to Class A shares) will
have a higher  expense ratio and pay lower  dividends than Class A shares due to
the  higher  12b-1 fee.  Class R shares  will  automatically  convert to Class A
shares, based on relative net asset value (without a sales charge), on the first
business day of the 49th month after the purchase date.  Class R shares acquired
by exchange from Class R shares of another  Princor fund will convert into Class
A shares  based on the  time of the  initial  purchase.  (See  "How to  Exchange
Shares".) At the same time, a pro rata portion of all shares  purchased  through
reinvestment of dividends and  distributions  would convert into Class A shares,
with that portion determined by the ratio that the shareholder's  Class R shares
converting into Class A shares bears to the  shareholder's  total Class R shares
that were not acquired through  dividends and  distributions.  The conversion of
Class R shares to Class A shares is subject to the continuing  availability of a
ruling  from the  Internal  Revenue  Service or an opinion of counsel  that such
conversions will not constitute  taxable events for Federal tax purposes.  There
can be no  assurance  that such  ruling or opinion  will be  available,  and the
conversion  of Class R shares to Class A shares will not occur if such ruling or
opinion is not  available.  In such event,  Class R shares would  continue to be
subject to higher expenses than Class A shares for an indefinite period.

     Class A Shares.  An investor  who  invests  less than $1 million in Class A
shares (except Class A shares of the Cash  Management  Fund) pays a sales charge
at the time of purchase. Certain purchases of Class A shares qualify for reduced
sales charges.  Class A share purchases of $1 million or more are not subject to
a sales charge at the time of purchase, but are subject to a contingent deferred
sales charge if redeemed within 18 months of purchase. Class A shares of each of
the Funds,  except the Cash Management  Fund,  currently bear a 12b-1 fee at the
annual rate of up to 0.25%  (0.15% for the Limited Term Bond Fund) of the Fund's
average  net  assets  attributable  to Class A  shares.  See  "Distribution  and
Shareholder Servicing Plans and Fees."

OFFERING PRICE OF  FUNDS' SHARES

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

     Class R shares. Class R shares are sold to eligible purchasers at net asset
value;  no front-end  load or contingent  deferred  sales charge  applies to the
purchase of Class R shares.  Class R shares are offered only through Princor and
other dealers it selects.

     Class A shares.  Class A shares of Princor Cash Management Fund are sold to
the public at net asset value; no sales charge applies to such purchases.  Class
R shares convert to Class A shares at NAV, without a sales charge, as previously
described.  Class A shares of the Growth-Oriented and Income-Oriented  Funds are
sold to the public at the net asset value plus a sales  charge which ranges from
a high  4.75%  (1.50%  for the  Limited  Term  Bond  Fund) to a low of 0% of the
offering price (equivalent to a range of 4.99% to 0% of the net amount invested)
according to the schedule  below.  Selected  dealers are allowed a concession as
shown.  At  Princor's  discretion,  the  entire  sales  charge  may at  times be
reallowed to dealers. In some situations,  depending on the services provided by
the dealer,  the concession  may be less. Any dealer  allowance on purchases not
involving a sales charge will be determined by Princor.

<TABLE>
<CAPTION>
                                      Sales Charge for All Funds         Sales Charge for
                                     Except Limited Term Bond Fund    Limited Term Bond Fund
                                             Sales Charge                  Sales Charge              Dealers Allowances as
                                               as % of:                      as % of:                 % of Offering Price
                                     -----------------------------    -----------------------      -------------------------
                                                                                                     All Funds
                                                          Net                           Net           Except         Limited
                                       Offering         Amount         Offering       Amount       Limited Term        Term
                                         Price         Invested          Price       Invested          Bond           Bond

<S>                                      <C>             <C>             <C>           <C>             <C>            <C>  
Less than $50,000                        4.75%           4.99%           1.50%         1.52%           4.00%          1.25%
$50,000 but less than $100,000           4.25%           4.44%           1.25%         1.27%           3.75%          1.00%
$100,000 but less than $250,000          3.75%           3.90%           1.00%         1.10%           3.25%           .75%
$250,000 but less than $500,000          2.50%           2.56%           0.75%         0.76%           2.00%           .50%
$500,000 but less than $1,000,000        1.50%           1.52%           0.50%         0.50%           1.25%           .25%
$1,000,000 or more                         0               0               0             0              .75%           .25%
</TABLE>
     CDSC on Class A Shares.  Purchases of Class A shares of  $1,000,000 or more
may be  subject to CDSC upon  redemption.  A CDSC is payable to Princor on these
investments in the event of a share  redemption  within 18 months  following the
share purchase, at the rate of .75% (.25% for the Limited Term Bond Fund) of the
lesser of the value of the shares redeemed (exclusive of reinvested dividend and
capital gain distributions) or the total cost of such shares.  Shares subject to
the CDSC which are exchanged  into another  Princor mutual fund will continue to
be subject to the CDSC until the original 18 month period expires.  However,  no
CDSC is payable  with  respect to  redemptions  of Class A shares used to fund a
Princor 401 (a) or Princor 401 (k) retirement plan, except redemptions resulting
from the termination of the plan or transfer of plan assets.

     Investors may be eligible to buy Class A shares at reduced  sales  charges.
Purchasers of Class A shares may benefit from Princor's  Rights of  Accumulation
and Statement of Intention as well as the reduced sales charge available for the
investment of certain life  insurance and annuity  contract  death  benefits and
various Employee Benefit Plans and other plans. Descriptions are included in the
Statement of Additional Information.

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

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

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

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS AND FEES

     Class R Distribution  Plan.  Each of the Funds described in this Prospectus
has  adopted  a  distribution  plan for the Class R  shares.  Each  Class R Plan
provides for payments by the Fund to Princor at the annual rate of up to .75% of
the Fund's average net assets attributable to Class R shares.

     Although  Class R shares are sold without an initial sales charge,  Princor
incurs  certain  distribution  expenses.  In  addition,  Princor  may remit on a
continuous  basis up to .25% to Registered  Representatives  and other  selected
Dealers (including, for this purpose, certain financial institutions) as a trail
fee in recognition of their ongoing services and assistance.

     Class A Distribution  Plan.  Each of the Funds,  except the Cash Management
Fund, has adopted a distribution plan for the Class A shares. The Fund will make
payments from its assets to Princor  pursuant to this Plan after the end of each
month at an annual rate not to exceed  0.25%  (0.15% for the  Limited  Term Bond
Fund) of the average daily net asset value of the Fund. Princor will retain such
amounts as are  appropriate  to  compensate  for  actual  expenses  incurred  in
distributing  and  promoting  the sale of the  Fund  shares  but may  remit on a
continuous basis up to .25% (0.15% for the Limited Term Bond Fund) to Registered
Representatives and other selected Dealers (including, for this purpose, certain
financial  institutions)  as a trail fee in  recognition  of their  services and
assistance.

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

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

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

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

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

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

DISTRIBUTION OF INCOME DIVIDENDS AND REALIZED CAPITAL GAINS

   
Growth-Oriented and Income-Oriented Funds
     Any dividends payable on Class R shares of a Fund on a per share basis will
be lower than  dividends  payable on Class A shares of the Fund.  Any  dividends
from the net income of the  Growth-Oriented  Funds,  except the  Balanced,  Blue
Chip, Utilities and World Funds,  normally will be distributed to the respective
shareholders  semiannually.  Any dividends  from the net income of the Balanced,
Blue Chip and Utilities  Funds will be distributed on a quarterly  basis and any
dividends  from the net income of the World Fund will be  distributed  annually.
Any dividends from the net income of the Income-Oriented  Funds will normally be
distributed   monthly.   Distributions   from  the  Funds   that  make   monthly
distributions will normally be declared payable on the twenty-fourth day of each
month to  shareholders  of record at the close of business on the third business
day prior to the  distribution.  Distributions for the Funds that make quarterly
distributions  will  normally be declared  payable on the  twenty-fourth  day of
April,  July,  October and  December to  shareholders  of record at the close of
business on the third business day prior to the distribution. Distributions from
the Funds that make semiannual  distributions  will normally be declared payable
on the  twenty-fourth  day in July and December to shareholders of record at the
close of  business  on the  third  business  day prior to  distribution.  Annual
distributions  from the World  Fund will  normally  be  declared  payable on the
twenty-fourth day in December to shareholders of record at the close of business
on the third business day prior to distribution.  Net realized capital gains for
each of the Funds,  if any, will be distributed  annually,  generally the fourth
business  day of December to  shareholders  of second or the third  business day
prior  thereto.  Dividends and capital  gains  distributions  are  reinvested in
additional  Fund shares at their net asset value  (without a sales charge) as of
the payment date.
    

Money Market Fund
     The Cash Management Fund declares dividends of all its daily net investment
income on each day the net asset value per share is  determined.  Dividends  for
the  Fund  are  payable  daily  and are  automatically  reinvested  in full  and
fractional shares of the Fund at the then current net asset value.

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

     Since  it  is  the  policy  of  the  Cash  Management  Fund,  under  normal
circumstances,  to hold portfolio  securities to maturity and to value portfolio
securities  at  amortized  cost,  the Fund does not expect any capital  gains or
losses.  If the Fund  does  experience  gains,  however,  it could  result in an
increase in dividends.  Capital  losses could result in a decrease in dividends.
If, for some  extraordinary  reason,  the Fund  realizes net  long-term  capital
gains, it will distribute them once every 12 months.

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

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

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

Dividend Relay Election

     Shareholders  may elect to have  dividends and capital gains  distributions
from one of the Princor funds invested in shares of the same class of one of the
other Princor funds. This Dividend Relay Election can be made on the application
or at any time on 10 days written notice or, if telephone  transaction  services
apply to the account from which the dividends and distributions originate, on 10
days notice by telephone to the Fund. A signature  guarantee  may be required to
make  the  Dividend  Relay  Election.  See  "General  Information  About  a Fund
Account."  There is no  administrative  charge for this  service.  Dividends and
distributions are credited to the receiving Fund the day such dividends are paid
at the receiving Fund's net asset value for that day.

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

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

 TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

     It is the policy of each of the Funds to distribute  substantially  all net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other  requirements,  the Funds intend to qualify for the tax
treatment  applicable to regulated  investment companies under the provisions of
the  Internal  Revenue  Code.  This  means  that in each year in which a Fund so
qualifies,  it will be  exempt  from  federal  income  tax upon the  amounts  so
distributed  to  investors.  The Tax Reform Act of 1986 imposed an excise tax on
mutual funds which fail to distribute net investment income and capital gains by
the end of the calendar year in accordance  with the  provisions of the Act. The
Funds intend to comply with the Act's requirements and to avoid this excise tax.
The Funds record dividend income on the ex-dividend date, except dividend income
from foreign securities where the ex-dividend date may have passed in which case
such  dividends are recorded as soon as the Fund is informed of the  ex-dividend
date.

     Distributions  from IRAs are  taxed as  ordinary  income to the  recipient,
although  special  rules  exist  for  the  tax-free  return  of   non-deductible
contributions.  In addition, taxable distributions received from an IRA prior to
age 59 1/2 are subject to a 10%  penalty tax in addition to regular  income tax.
Certain   distributions   are  exempted   from  this   penalty  tax,   including
distributions  following  the  participant's  death  or  disability  or  if  the
distribution  is paid  as  part of a  series  of  substantially  equal  periodic
payments made for the life (or life  expectancy) of the participant or the joint
lives (or joint life  expectancies)  of the  participant  and the  participant's
designated beneficiary.

     Generally,  distributions from IRAs must commence not later than April 1 of
the calendar year following the calendar year in which the  participant  attains
age 70 1/2,  and such  distributions  must be made  over a period  that does not
exceed  the  life   expectancy  of  the  participant  (or  the  participant  and
beneficiary).  A penalty  tax of 50% would be imposed on any amount by which the
minimum  required   distribution  in  any  year  exceeded  the  amount  actually
distributed in that year. In addition,  in the event that the  participant  dies
before  his or her  entire  interest  in  the  IRA  has  been  distributed,  the
participant's  entire  interest must be distributed at least as rapidly as under
the method of distribution  being used as of the date of that person's death. If
the  participant  dies prior to beginning  any  distributions  from the IRA, the
entire  interest in the IRA will be distributed  (1) within five years after the
date of the  participant's  death or (2) as periodic  payments  which will begin
within one year of the participant's  death and which will be made over the life
expectancy  of  the  participant's  designated  beneficiary.   However,  if  the
participant's  designated  beneficiary is the surviving  spouse,  the IRA may be
continued with the surviving spouse deemed to be the new IRA participant.

     The Code  permits  the  taxable  portion  of funds to be  transferred  in a
tax-free rollover from a qualified  employer pension,  profit-sharing,  annuity,
bond purchase or tax-deferred  annuity plan to an IRA if certain  conditions are
met,  and if the  rollover  of assets  is  completed  within  60 days  after the
distribution from the qualified plan is received. A direct rollover of funds may
avoid a 20% federal tax withholding  generally  applicable to qualified plans or
tax -deferred annuity plan distributions.  In addition, not more frequently than
once every twelve  months,  amounts may be rolled over  tax-free from one IRA to
another,   subject  to  the  60-day  limitation  and  other  requirements.   The
once-per-year  limitation  on  rollovers  does not apply to direct  transfers of
funds between IRA custodians or trustees.

     The Funds are required by law to withhold 10% of IRA  distributions  unless
the shareholder  elects not to have withholding apply. The Funds are required by
law to withhold 31% of dividends paid from accounts other than IRA accounts,  to
investors  who do not furnish  the Fund their  correct  taxpayer  identification
number, which in the case of most individuals is their social security number.

     Shareholders should consult their own tax advisors as to the federal, state
and  local  tax  consequences  of  ownership  of  shares  of the  Funds in their
particular circumstances.

HOW TO EXCHANGE SHARES

     Class R shares and Class A shares  acquired  by the  conversion  of Class R
shares may be  exchanged  at net asset value for shares of the same class of any
other Princor Fund  described in the  Prospectus,  at any time.  For purposes of
computing  the length of time Class R shares  acquired by the  exchange are held
prior to  conversion to Class A shares,  the length of time the acquired  shares
have been owned by a  shareholder  will be  measured  from the date of  original
purchase of the exchanged shares.

     A shareholder may also make an Automatic Exchange  Election.  This election
authorizes an exchange as described above from one Princor Fund to any or all of
the other Princor Funds on a monthly, quarterly, semiannual or annual basis. The
minimum  amount that may be exchanged into any Princor Fund must equal or exceed
$300 on an  annual  basis.  The  exchange  will  occur on the date of the  month
specified  by the  shareholder  in the  election so long as the day is a trading
day. If the  designated day is not a trading day, the exchange will occur on the
next trading day occurring  during that month. If the next trading day occurs in
the  following  month,  the exchange  will occur on the trading day prior to the
designated day. The Automatic  Exchange Election may be made on the open account
application,  on 10 days written  notice or, if telephone  transaction  services
apply to the  account  from which the  exchange  is made,  on 10 days  notice by
telephone to the Fund from which the exchange will be made.

     Shareholders may exercise the telephone  exchange  privilege by telephoning
1-800-247-4123.  If all telephone lines are busy, shareholders might not be able
to  request  telephone  exchanges  and  would  have to submit  written  exchange
requests.  Although the Funds and the transfer agent are not responsible for the
authenticity of exchange requests  received by telephone,  the right is reserved
to refuse  telephone  exchanges  when in the  opinion of the Fund from which the
exchange  is  requested  or the  transfer  agent it seems  prudent to do so. The
shareholder  bears the risk of loss caused by a  fraudulent  telephone  exchange
request  the Fund  reasonably  believes  to be  genuine.  Each Fund will  employ
reasonable  procedures to assure telephone  instructions are genuine and if such
procedures  are  not  followed,  the  Fund  may  be  liable  for  losses  due to
unauthorized or fraudulent  transactions.  Such procedures include recording all
telephone instructions,  requesting personal identification  information such as
the caller's name,  daytime  telephone  number,  social  security  number and/or
birthdate  and  sending  a  written  confirmation  of  the  transaction  to  the
shareholder's address of record. In addition, the Fund directs exchange proceeds
only to another Princor fund account used to fund the shareholder's IRA.

     General - If the exchanging  shareholder  does not have an account with the
Fund in which shares are being acquired,  a new account will be established with
the same  registration  as the  account  from which  shares are  exchanged.  All
exchanges are subject to the minimum investment and eligibility  requirements of
the Fund being  acquired.  A shareholder  may receive shares in exchange only if
they may be legally offered in the shareholder's state of residence.

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

HOW TO SELL SHARES

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

     A  request  for a  distribution  from  an IRA  must  be  made  in  writing.
Shareholders  may obtain a distribution  form by telephoning  1-800-247-4123  or
writing to Princor,  at P.O. Box 10423,  Des Moines,  Iowa 50306.  Distributions
from an IRA may be taken  as a lump sum of the  entire  interest  in the IRA,  a
partial interest in the IRA, or in periodic payments of either a fixed amount or
amounts based upon certain life expectancy calculations. Tax penalties may apply
to distributions  taken before the IRA participant  attains age 59 1/2. See "Tax
Treatment  of Fund  Dividends  and  Distributions."  A  redemption  request made
payable  to  someone  other  than  the plan  participant  requires  a  signature
guarantee as a part of a proper endorsement. The signature must be guaranteed by
either  a  commercial  bank,  trust  company,  credit  union,  savings  and loan
association,  national  securities  exchange  member,  or by a brokerage firm. A
signature guaranteed by a notary public or savings bank is not acceptable.

     A shareholder may redeem shares from an account, other than an IRA account,
by mail or by  telephone.  Each Fund  reserves  the  right to modify  any of the
methods of  redemption  or to charge a fee for  providing  these  services  upon
written notice to shareholders.

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

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

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

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

     The  reinvestment  will be made at the net asset value next computed  after
written  notice of exercise of the  privilege  is received in proper and correct
form by Princor.  All  reinvestments  are subject to  acceptance  by the Fund or
Funds and Princor.

PERFORMANCE CALCULATION

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

Growth-Oriented and Income-Oriented Funds

     The Income-Oriented Funds may advertise their respective yields and average
annual total returns.  The Growth-Oriented  Funds may advertise their respective
average annual total returns. Yield is determined by annualizing each Fund's net
investment  income  per share  for a  specific,  historical  30-day  period  and
dividing  the result by the ending  maximum  public  offering  price for Class A
shares  or the net  asset  value  for  Class R  shares  of the Fund for the same
period. Average annual total return for each Fund is computed by calculating the
average  annual  compounded  rate of return  over the stated  period  that would
equate an initial $1,000  investment to the ending redeemable value assuming the
reinvestment  of all  dividends  and capital  gains  distributions  at net asset
value. The same  assumptions are made when computing  cumulative total return by
dividing  the  ending  redeemable  value  by  the  initial   investment.   These
calculations  assume the  payment of the maximum  front-end  load in the case of
Class A shares, although shareholders who acquire such shares by conversion from
Class R shares do not pay a front-end  load. The Funds may also calculate  total
return figures for a specified  period that do not take into account the maximum
initial sales charge to  illustrate  changes in the Funds' net asset values over
time.

Money Market Fund

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

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

GENERAL INFORMATION ABOUT A FUND ACCOUNT

     Share  certificates  will be issued to  shareholders  only when  requested.
Shareholders of the Funds will receive a quarterly  statement of account for the
Fund in which they have invested  disclosing  information  regarding  purchases,
redemptions,  and reinvested  dividends or  distributions  occurring  during the
quarter,  as well as the balance of shares  owned and  account  values as of the
statement  date . The Funds  treat the  statement  of  account  as  evidence  of
ownership of Fund shares.  This is known as an open  account  system.  Each Fund
bears the cost of the open account system.

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

     1.  If a redemption payment is to be made payable to a payee other than the
         registered  shareholder or Principal  Mutual Life Insurance  Company or
         any of its affiliated companies;

     2.  To add telephone  transaction  services to an account after the initial
         application is processed;

     3.  When  there is any  change  to a bank  account  designated  to  receive
         distributions; and

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

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

     Minimum Account  Balance.  Although there currently is no minimum  balance,
due to the disproportionately high cost of maintaining small accounts, the Funds
reserve  the right to redeem all shares in an account  with a value of less than
$250 and to mail the proceeds to the shareholder.  Involuntary  redemptions will
not be triggered solely by market activity. Shareholders will be notified before
these redemptions are to be made and will have thirty days to make an additional
investment to bring their accounts up to the required minimum. The Funds reserve
the right to increase the required minimum.

SHAREHOLDER RIGHTS

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

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

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

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

     As of October 31, 1996,  Principal  Mutual Life  Insurance  Company and its
subsidiaries and affiliates  owned 25% or more of the outstanding  voting shares
of each Fund as indicated:

   
                                                          Percentage of
                                       Number of       Outstanding Shares
                 Fund                Shares Owned             Owned

     Capital Accumulation Fund        6,816,431               42.25%
     High Yield Fund                  1,120,725               30.20
     Limited Term Bond Fund           1,040,563               59.01
    

ADDITIONAL INFORMATION

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

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

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000  shares of common stock  (2,000,000,000  for Princor Cash Management
Fund), $.01 par value.

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

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

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

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



Princor Balanced Fund Profile dated December 17, 1996

This profile  contains key  information  about the Fund.  If you would like more
information   before  you  invest,   please  consult  the  Fund's   accompanying
prospectus.   For  details  about  the  Fund's  holdings  or  recent  investment
strategies,  please review the Fund's most recent  annual or semiannual  report.
The reports may be obtained at no cost by calling 1-800-247-4123.

1.   What is the Investment Objective of the Balanced Fund?

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

2.   What is the Fund's Investment Strategy?

In seeking to achieve the investment  objective,  the Fund invests  primarily in
growth- and income-oriented common stocks (including securities convertible into
common  stocks),  corporate  bonds and  debentures,  debt  securities  issued or
guaranteed   by   the   United   States   Government   and   its   agencies   or
instrumentalities,  and short-term money market instruments. The portions of the
Fund's  total  assets  invested in stocks,  bonds and  short-term  money  market
instruments  are  not  fixed,  although  ordinarily  40% to  70%  of the  Fund's
portfolio will be invested in stocks with the balance of the portfolio  invested
in bonds.

The table  below  indicates  the ten largest  stock  holdings  and five  highest
industry concentrations of the stocks owned by the Fund. Also illustrated is the
Fund's portfolio composition as of October 31, 1996.

Top Ten Stock Holdings
     Atlantic Richfield Co.
     Toys 'R' Us, Inc.
     Masco Corp.
     WMX Technologies, Inc.
     Dun & Bradstreet Corp.
     Ford Motor Co. Series A Convertible Preferred
     Texaco, Inc.
     Archer Daniels Midland Co.
     Browning-Ferris Industries, Inc.
     Sysco Corp.

Top Five Industries
     Drugs
     Commercial Banks
     Petroleum Refining 
     Sanitary Services
     Grocery Stores

Portfolio Composition As of October 31, 1996

Short-Term Money Market Instruments                        5.84%
Preferred Stocks                                           2.01% 
Common Stocks                                             54.21%
Corporate Bonds                                            3.37%
U.S. Gov't. Treasury Notes & Bonds                        34.57%

3.   What are the Significant Risks?

The Fund's share price changes  daily based on the value of the holdings.  Stock
values  fluctuate in response to 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 fluctuate based
on changes in interest rates,  market  conditions,  and  announcements  of other
economic,  political or financial  information.  Because of these  fluctuations,
share values  change.  When you sell your shares of the Fund,  they may be worth
more or less than what you paid for them.

4.   Is the Balanced Fund Appropriate for Me?

The  Balanced  Fund  may be  appropriate  for  long-term  investors  who want to
participate  in the  stock  market  but  who  prefer  less  volatility  than  an
investment solely in stocks entails and are willing to invest a portion of their
assets in bonds to reduce the overall volatility of their investment.

5.   What are the Fund's Expenses?

Shareholder transaction expenses are charges you pay when you buy or sell shares
of a fund.

     Class A Shares:  Maximum  sales  charge on  purchases  (as a % of  offering
     price) 4.75%

     Class B Shares:  Contingent  deferred  sales charge (as a percentage of the
     lower of the  original  purchase  price or  redemption  proceeds) 4% in the
     first  two  years  declining  to  1%  in  the  sixth  year  and  eliminated
     thereafter.

Annual  operating  expenses  are  deducted  from the Fund's  assets.  The Fund's
expenses  are  factored  into its share price or  dividends  and are not charged
directly to shareholder  accounts.  The following fees are based on expenses for
the fiscal year ended  October 31, 1996,  and are  calculated as a percentage of
average net assets.

                                         Class A          Class B
                                         Shares           Shares
Management fee                            .60%             .60%
12b-1 fee                                 .23%             .90%
Other expenses                            .45%             .63%

    Total Fund operating expenses        1.28%            2.13%

Examples: Let's say, hypothetically, that the Fund's annual return is 5% and its
operating expenses are exactly as just described. For every $1,000 you invested,
here's how much you would pay in total  expenses if you close your account after
the number of years indicated:

                 After 1 year After 3 years  After 5 years  After 10 years
  Class A Shares      $60           $86          $114            $195
  Class B Shares      $63           $99          $137            $214

You would pay the following  expenses on the same investment if you do not close
your account after the number of years indicated:

                 After 1 year   After 3 years  After 5 years  After 10 years
  Class A Shares      $60             $86         $114            $195
  Class B Shares      $22             $67         $114            $214

6.   How has the Fund Performed?

The table and chart below show the Fund's past  performance.  Total  returns are
based on past results and are not an  indication  of future  performance.  Total
returns in the average  annual  total  return  table  reflect  applicable  sales
charges; the chart showing the annual returns does not reflect sales charges.

                          Average Annual Total Returns
                             For the Periods Ended
                               September 30, 1996

                     1 Year            5 Years               10 Years*
Class A Shares         7.49%            9.83%                 10.02%
Class B Shares         7.81%           15.12%** 

*  Since fund's inception (12/18/87)
** Since available (12/9/94)

             Balanced Fund
Total Return for the Calendar Year

    Calendar      Total
      Year       Return
      88         11.8%     
      89         10.7%     
      90         -5.2%     
      91         31.7%     
      92         10.5%     
      93          9.0%     
      94         -3.4%     
      95         23.4%     

7.   Who is the Fund's Investment Manager?

Invista Capital Management,  Inc. ("Invista"),  through a sub-advisory agreement
with Princor Management Corporation, is the Fund's investment manager. Judith A.
Vogel, CFA, is a Vice President of Invista, and has managed the Fund since April
1993. Ms. Vogel joined Invista in 1987.

8.   How are Shares Purchased?

You can buy shares by completing the application that accompanies the Prospectus
and mailing it, along with a check, to Princor  Financial  Services  Corporation
("Princor"),  a  broker-dealer  that is also the principal  underwriter  for the
Fund.  The initial  investment for the Fund must be at least $1,000 ($250 for an
IRA). A minimum subsequent investment is $100. Alternatively,  you may set up an
Automatic  Investment Plan to make regular periodic  investments of as little as
$25 per month, without making the higher initial investment.

Class A shares. An investor who purchases less than $1 million of Class A shares
of the Fund pays a sales charge at the time of purchase. The sales charge ranges
from a high of 4.75% on  purchases  of up to $50,000 to a low of 0% on purchases
of $1 million  or more.  Purchases  of $1 million or more are  subject to a .75%
contingent deferred sales charge applicable for redemptions that occur within 18
months from the date of purchase.  Certain  purchases of Class A shares  qualify
for reduced sales charges. Your registered  representative can explain how sales
charges may be reduced. Ask about Princor's Rights of Accumulation and Statement
of Intention as well as the reduced sales charge available for the investment of
certain life insurance and annuity  contract death benefits and various Employee
Benefit Plans and other plans.

Class B shares.  Class B shares for the Fund are sold  without an initial  sales
charge,  but are subject to a declining  contingent  deferred sales charge which
begins at 4% and declines to zero over a six-year schedule.  Class B shares bear
a higher 12b-1 fee than Class A shares, currently at the annual rate of 1.00% of
the Fund's  average net assets  attributable  to Class B shares.  Class B shares
will  automatically  convert  into Class A shares,  based on relative  net asset
value,  approximately  seven years  after  purchase.  Class B shares  provide an
investor the benefit of putting all of the  investor's  dollars to work from the
time the investment is made, but (until  conversion)  will have a higher expense
ratio and pay lower dividends than Class A shares due to the higher 12b-1 fee.

9.   How are Shares Sold?

You may sell (redeem) shares by mail or by telephone.  Redemption  proceeds will
generally be mailed to you on the next business day after the redemption request
is received in good order.  Automatic redemptions of a specified amount may also
be made through a Periodic Withdrawal Plan.

10.  How are Distributions Made?

The Fund distributes  substantially all of its net income and capital gains each
year.  Normally,  income dividends are distributed in April,  July,  October and
December.   Capital  gains  are  distributed  in  December.   Distributions  are
reinvested automatically in additional shares, unless you elect to receive cash.
Dividends  and  capital  gains  are  taxable  in the year in which  distributed,
whether received in cash or reinvested in additional shares.  Dividends declared
with a record date in December  and paid in January  will be deemed to have been
distributed to shareholders in December.  The Funds will inform  shareholders of
the amount and nature of their income dividends and capital gains distributions.
Dividends from net income and distributions of capital gains may also be subject
to state and local taxation.

11.  Other Services

Shares  of the Fund  may be  exchanged  for  shares  of the same  Class of other
Princor  Funds  without a sales  charge or  administrative  fee.  Shares  may be
exchanged  by  telephone  or  written  request.  An  exchange  is a sale for tax
purposes. Also, dividends and capital gains distributions from shares of a Class
of the Fund may be automatically  "cross-reinvested" in shares of the same Class
of another Princor Fund.



                           PRINCOR BALANCED FUND, INC.
                          PRINCOR BLUE CHIP FUND, INC.
                             PRINCOR BOND FUND, INC.
                     PRINCOR CAPITAL ACCUMULATION FUND, INC.
                       PRINCOR CASH MANAGEMENT FUND, INC.
                       PRINCOR EMERGING GROWTH FUND, INC.
                 PRINCOR GOVERNMENT SECURITIES INCOME FUND, INC.
                            PRINCOR GROWTH FUND, INC.
                          PRINCOR HIGH YIELD FUND, INC.
                      PRINCOR LIMITED TERM BOND FUND, INC.
                       PRINCOR TAX-EXEMPT BOND FUND, INC.
                  PRINCOR TAX-EXEMPT CASH MANAGEMENT FUND, INC.
                          PRINCOR UTILITIES FUND, INC.
                            PRINCOR WORLD FUND, INC.


                       Statement of Additional Information

   
                             dated December 17, 1996


     This Statement of Additional Information provides information about each of
the above Funds in addition to the  information  that is contained in the Funds'
Prospectus, dated December 17, 1996.
    

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


                     Princor Financial Services Corporation
                    A Member of The Principal Financial Group
                           Des Moines, Iowa 50392-0200
                            Telephone: 1-800-247-4123

MM 625 B-7

                                TABLE OF CONTENTS

Investment Policies and Restrictions of the Funds.....................       2
        Growth-Oriented Funds.........................................       3
        Income-Oriented Funds ........................................       8
        Money Market Funds............................................      13
Funds' Investments....................................................      17
Directors and Officers of the Funds...................................      30
Manager and Sub-Advisor...............................................      33
Cost of Manager's Services............................................      33
Brokerage on Purchases and Sales of Securities........................      37
How to Purchase Shares................................................      39
Offering Price of Funds' Shares.......................................      41
Distribution Plan.....................................................      47
Determination of Net Asset Value of Funds' Shares ....................      50
Performance Calculation...............................................      51
Tax Treatment of Funds, Dividends and Distributions  .................      57
General Information and History.......................................      60
Financial Statements .................................................      61
Appendix A............................................................      62


INVESTMENT POLICIES AND RESTRICTIONS OF THE FUNDS

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

     There are three categories of Princor Funds:  Growth-Oriented  Funds, which
include four Funds which seek primarily capital appreciation through investments
in equity securities  (Capital  Accumulation Fund,  Emerging Growth Fund, Growth
Fund and World Fund), one Fund which seeks a total  investment  return including
both capital  appreciation  and income  through  investments  in equity and debt
securities (Balanced Fund), one Fund which seeks growth of capital and growth of
income  primarily  through  investments  in common  stocks of  well-capitalized,
established  companies  (Blue Chip Fund) and one Fund which seeks current income
and long-term growth of income and capital by investing  primarily in equity and
fixed-income   securities  of  public  utilities  companies   (Utilities  Fund);
Income-Oriented  Funds,  which  include  five funds which seek  primarily a high
level of income through  investments in debt securities  (Bond Fund,  Government
Securities  Income Fund, High Yield Fund,  Limited Term Bond Fund and Tax-Exempt
Bond Fund); and Money Market Funds, which include two funds which seek primarily
a high level of income through  investments in short-term debt securities  (Cash
Management Fund and Tax-Exempt Cash Management Fund).

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

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

                                                      

GROWTH-ORIENTED FUNDS

INVESTMENT OBJECTIVES

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

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

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

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

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

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

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

INVESTMENT RESTRICTIONS

     Balanced Fund,  Blue Chip Fund,  Emerging  Growth Fund,  Utilities Fund and
     World Fund

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

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

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

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

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

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

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

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

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

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

          (a)  the  Utilities  Fund may not  invest  less  than 25% of its total
               assets  in  securities  of  companies  in  the  public  utilities
               industry,  and 

          (b)  the Balanced Fund, Blue Chip Fund, Emerging Growth Fund and World
               Fund each may  invest not more than 25% of the value of its total
               assets in a single industry.

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

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

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

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

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

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

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

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

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

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

     (8)  Invest in arbitrage transactions.

     (9)  Invest in real estate limited partnership interests.

     (10) Invest in mineral leases.

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

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

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

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

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

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

Capital Accumulation Fund and Growth Fund

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

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

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

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

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

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

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

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

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

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

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

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

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

     In   addition:

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

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

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

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

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

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

     (4)  Invest in real estate limited partnership interests.

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

INCOME-ORIENTED FUNDS

INVESTMENT OBJECTIVES

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

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

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

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

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

INVESTMENT RESTRICTIONS

     Bond Fund, High Yield Fund and Limited Term Bond Fund

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (10) Invest in arbitrage transactions.

     (11) Invest in real estate limited partnership interests.

     Government Securities Income Fund

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

     (1)  Issue any senior securities.

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

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

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

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

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

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

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

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

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

     (11) Enter into repurchase  agreements maturing in more than seven days if,
          as a result,  thereof,  more than 10% of the Fund's total assets would
          be invested in such  repurchase  agreements  and other assets  without
          readily available market quotations.
 
     (12) Invest  more than 5% of its total  assets in the  purchase  of covered
          spread options and the purchase of put and call options on securities,
          securities indices and financial futures contracts.

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

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

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

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

     (3)  Invest in real estate limited partnership interests.

     Tax-Exempt Bond Fund

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

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

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

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

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

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

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

     (7)  Invest more than:

          (a)  5% of its total assets in the securities of any one issuer (other
               than  obligations  issued  or  guaranteed  by the  United  States
               Government or its agencies or instrumentalities).  

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

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

     (9)  Invest in commodities or commodity futures contracts.

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

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

     (12) Make short sales of securities.

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

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

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

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

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

     (1)  Invest in real estate limited partnership interests.

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

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

MONEY MARKET FUNDS

INVESTMENT OBJECTIVES

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

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

INVESTMENT RESTRICTIONS

     Cash Management Fund

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (1)  Invest in real estate limited partnership interests.

Tax-Exempt Cash Management Fund

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

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

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

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

     (4)  Invest in commodities or commodity contracts.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (6)  Write or purchase put or call options.

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

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

     (9)  Invest in real estate limited partnership interests.

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

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

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

FUNDS' INVESTMENTS

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

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

   
     Although the Funds may pursue the investment  practices described under the
captions Restricted Securities, Foreign Securities, Spread Transactions, Options
on  Securities  and  Securities  Indices,  and Futures  Contracts and Options on
Futures  Contracts,  Forward Foreign  Currency  Exchange  Contracts,  Repurchase
Agreements,  Lending of  Portfolio  Securities  and  When-Issued  and Delayed of
Delivery  Securities,  none of the Funds either committed during the last fiscal
year or currently  intends to commit during the present fiscal year more than 5%
of its net assets to any of the practices,  with the following  exceptions:  (1)
The High Yield Fund's investment in restricted securities exceeded 5% during the
fiscal year ended October 31, 1996,  but the Fund does not intend to commit more
than 5% of its net assets to  restricted  securities  during the present  fiscal
year;  and (2) The World,  Bond and High  Yield  Funds'  investments  in foreign
securities are expected to continue to exceed 5% of each Fund's net assets.
    

Restricted Securities

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

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

Foreign Securities

     Each of the following Princor Funds may invest in foreign securities to the
indicated  percentage  of its assets:  World Fund - 100%;  Balanced,  Blue Chip,
Bond, Capital  Accumulation,  Emerging Growth,  Growth, High Yield, Limited Term
Bond Fund and Utilities Funds - 20%.

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

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

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

     Spread Transactions

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

     Options on Securities and Securities Indices

     Each Fund may write (sell) and purchase  call and put options on securities
in which it may invest and on  securities  indices  based on securities in which
the Fund may invest.  The World Fund may only write  covered call options on its
portfolio  securities;  it may not write or purchase put options.  The Funds may
write call and put options to  generate  additional  revenue,  and may write and
purchase call and put options in seeking to hedge against a decline in the value
of  securities  owned or an increase in the price of  securities  which the Fund
plans to purchase.

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

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

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

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

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

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

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

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

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

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

       Futures Contracts and Options on Futures

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

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

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

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

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

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

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

     Upon the exercise of a call,  the writer of the option is obligated to sell
the futures  contract (to deliver a long  position to the option  holder) at the
option  exercise  price,  which will presumably be lower than the current market
price of the contract in the futures market.  Upon exercise of a put, the writer
of the option is  obligated to purchase  the futures  contract  (deliver a short
position  to the  option  holder)  at the  option  exercise  price,  which  will
presumably  be higher  than the  current  market  price of the  contract  in the
futures market. However, as with the trading of futures, most options are closed
out prior to their expiration by the purchase or sale of an offsetting option at
a market  price that will  reflect an  increase  or a decrease  from the premium
originally paid.

     Options on  futures  can be used to hedge  substantially  the same risks as
might be  addressed  by the direct  purchase or sale of the  underlying  futures
contracts.  For example,  if a Fund  anticipated a rise in interest  rates and a
decline in the market value of the debt  securities in its  portfolio,  it might
purchase  put  options or write call  options  on futures  contracts  instead of
selling futures contracts.

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

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

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

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

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

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

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

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

     When a Fund purchases a futures  contract,  or purchases a call option on a
futures  contract,  it will  maintain  an amount of cash,  cash  equivalents  or
short-term high-grade  fixed-income  securities in a segregated account with the
Fund's  custodian,  so that the amount so segregated  plus the amount of initial
margin held for the account of its broker equals the market value of the futures
contract.

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

Forward Foreign Currency Exchange Contracts

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

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

Repurchase Agreements

   
     All  Princor  Funds  may  invest  in  repurchase  agreements.  None  of the
Growth-Oriented or Income-Oriented  Funds will enter into repurchase  agreements
that do not mature within seven days if any such investment, together with other
illiquid  securities  held by the  Fund,  would  amount  to more than 15% of its
assets.  Neither of the Money Market Funds will enter into repurchase agreements
that do not mature  within  seven days of such  investment  together  with other
illiquid  securities  held by the  Fund,  would  amount  to more than 10% of its
assets. Repurchase agreements will typically involve the acquisition by the Fund
of debt securities from a selling financial  institution such as a bank, savings
and loan association or broker-dealer.  A repurchase agreement provides that the
Fund  will sell back to the  seller  and that the  seller  will  repurchase  the
underlying  securities  at a specified  price and at a fixed time in the future.
Repurchase  agreements  may be viewed as loans by a Fund  collateralized  by the
underlying securities  ("collateral").  This arrangement results in a fixed rate
of return that is not subject to market  fluctuation  during the Fund's  holding
period. Although repurchase agreements involve certain risks not associated with
direct  investments  in debt  securities,  each of the Funds follows  procedures
established by its Board of Directors which are designed to minimize such risks.
These procedures  include  entering into repurchase  agreements only with large,
well-capitalized  and well-established  financial  institutions which the Fund's
Manager  believes  present minimum credit risks.  In addition,  the value of the
collateral  underlying the repurchase agreement will always be at least equal to
the repurchase price,  including accrued interest.  In the event of a default or
bankruptcy by a selling financial institution, the affected Fund bears a risk of
loss.  In  seeking  to  liquidate  the  collateral,  a Fund may be delayed in or
prevented from exercising its rights and may incur certain costs. Further to the
extent  that  proceeds  from  any  sale  upon a  default  of the  obligation  to
repurchase were less than the repurchase price, the Fund could suffer a loss.
    

Lending of Portfolio Securities

     All  Princor  Funds,  except  the  Capital  Accumulation,  Growth  and Cash
Management Funds, may lend their portfolio securities. None of the Princor Funds
intends to lend its  portfolio  securities  if as a result the aggregate of such
loans  made  by  the  Fund  would  exceed  30% of its  total  assets.  Portfolio
securities may be lent to  unaffiliated  broker-dealers  and other  unaffiliated
qualified  financial  institutions  provided that such loans are callable at any
time on not more than five  business  days'  notice and that cash or  government
securities equal to at least 100% of the market value of the securities  loaned,
determined  daily,  is deposited by the borrower with the Fund and is maintained
each business day in a segregated  account.  While such  securities are on loan,
the borrower  will pay the Fund any income  accruing  thereon,  and the Fund may
invest any cash collateral, thereby earning additional income, or may receive an
agreed-upon fee from the borrower. Borrowed securities must be returned when the
loan  is  terminated.  Any  gain or loss in the  market  price  of the  borrowed
securities  which occurs  during the term of the loan inures to the Fund and its
shareholders. A Fund may pay reasonable administrative, custodial and other fees
in connection  with such loans and may pay a negotiated  portion of the interest
earned  on the  cash or  government  securities  pledged  as  collateral  to the
borrower  or  placing  broker.  A Fund does not vote  securities  that have been
loaned,  but it will call a loan of securities in  anticipation  of an important
vote.

When-Issued and Delayed Delivery Securities

     Each of the Princor  Funds may from time to time  purchase  securities on a
when-issued  basis and may  purchase or sell  securities  on a delayed  delivery
basis.  The price of such a transaction is fixed at the time of the  commitment,
but delivery and payment take place on a later  settlement  date, which may be a
month or more  after the date of the  commitment.  No  interest  accrues  to the
purchaser  during  this  period,  and  the  securities  are  subject  to  market
fluctuation,  which involves the risk for the purchaser that yields available in
the market at the time of  delivery  may be higher  than those  obtained  in the
transaction. Each Fund will only purchase securities on a when-issued or delayed
delivery  basis with the intention of acquiring the  securities,  but a Fund may
sell the  securities  before  the  settlement  date,  if such  action  is deemed
advisable.  At the time a Fund makes the commitment to purchase  securities on a
when-issued  or delayed  delivery  basis,  it will  record the  transaction  and
thereafter reflect the value, each day, of the securities in determining its net
asset  value.  Each Fund will  also  establish  a  segregated  account  with its
custodian bank in which it will maintain cash or cash equivalents, United States
Government  securities and other high grade debt  obligations  equal in value to
the Fund's commitments for such when-issued or delayed delivery securities.  The
availability  of  liquid  assets  for  this  purpose  and the  effect  of  asset
segregation  on a Fund's  ability  to meet  its  current  obligations,  to honor
requests for redemption and to have its investment  portfolio  managed  properly
will  limit  the  extent  to which the Fund may  engage  in  forward  commitment
agreements.  Except as may be imposed by these factors, there is no limit on the
percent of a Fund's total assets that may be committed to  transactions  in such
agreements.

Money Market Instruments

     The Cash Management  Fund will invest all of its available  assets in money
market instruments  maturing in 397 days or less. The types of instruments which
this Fund may purchase are described in the Prospectus and below.

     (1)  U.S.  Government  Securities -- Securities issued or guaranteed by the
          U.S. Government, including treasury bills, notes and bonds.

     (2)  U.S.  Government Agency Securities -- Obligations issued or guaranteed
          by agencies or instrumentalities  of the U.S. Government.  U.S. agency
          obligations   include,   but  are  not   limited   to,  the  Bank  for
          Co-operatives,  Federal Home Loan Banks,  Federal  Intermediate Credit
          Banks,   and  the  Federal   National   Mortgage   Association.   U.S.
          instrumentality  obligations  include,  but are not  limited  to,  the
          Export-Import Bank and Farmers Home  Administration.  Some obligations
          issued or guaranteed by U.S. Government agencies and instrumentalities
          are  supported  by the full  faith and  credit  of the U.S.  Treasury,
          others  such  as  those  issued  by  the  Federal  National   Mortgage
          Association,  by  discretionary  authority of the U.S.  Government  to
          purchase  certain  obligations of the agency or  instrumentality,  and
          others,   such  as  those  issued  by  the  Student   Loan   Marketing
          Association, only by the credit of the agency or instrumentality.

     (3)  Bank  Obligations  --  Certificates  of  deposit,  time  deposits  and
          bankers'  acceptances of U.S.  commercial banks having total assets of
          at least one billion  dollars,  and of the  overseas  branches of U.S.
          commercial  banks and foreign banks,  which in the Manager's  opinion,
          are of comparable  quality,  provided each such bank with its branches
          has total assets of at least five billion dollars,  and  certificates,
          including  time  deposits  of domestic  savings and loan  associations
          having at least one billion dollars in assets which are insured by the
          Federal Savings and Loan Insurance  Corporation.  The Fund may acquire
          obligations of U.S. banks which are not members of the Federal Reserve
          System  or  of  the  Federal  Deposit   Insurance   Corporation.   Any
          obligations  of foreign banks shall be  denominated  in U.S.  dollars.
          Obligations of foreign banks and  obligations of overseas  branches of
          U.S.  banks are subject to somewhat  different  regulations  and risks
          than those of U.S. domestic banks. For example, an issuing bank may be
          able to maintain  that the  liability for an investment is solely that
          of the  overseas  branch which could expose the Fund to a greater risk
          of loss.  In  addition,  obligations  of foreign  banks or of overseas
          branches of U.S. banks may be affected by  governmental  action in the
          country of domicile of the branch or parent bank.  Examples of adverse
          foreign  governmental  actions  include  the  imposition  of  currency
          controls,  the  imposition  of  withholding  taxes on interest  income
          payable  on  such  obligations,   interest  limitations,   seizure  or
          nationalization  of  assets,  or  the  declaration  of  a  moratorium.
          Deposits in foreign  banks or foreign  branches of U.S.  banks are not
          covered by the Federal Deposit  Insurance  Corporation.  The Fund will
          only  buy   short-term   instruments   where  the  risks  of   adverse
          governmental  action are  believed by the  Manager to be minimal.  The
          Fund will consider these factors along with other appropriate  factors
          in making an investment  decision to acquire such obligations and will
          only acquire  those  which,  in the opinion of  management,  are of an
          investment  quality  comparable to other debt securities bought by the
          Fund. The Fund may invest in certificates of deposit of selected banks
          having  less  than  one  billion  dollars  of  assets   providing  the
          certificates do not exceed the level of insurance (currently $100,000)
          provided by the applicable government agency.

          A certificate of deposit is issued  against funds  deposited in a bank
          or savings and loan  association  for a definite  period of time, at a
          specified rate of return.  Normally they are negotiable.  However, the
          Fund may occasionally  invest in certificates of deposit which are not
          negotiable.  Such  certificates may provide for interest  penalties in
          the event of withdrawal prior to their maturity. A bankers' acceptance
          is a short-term  credit  instrument  issued by corporations to finance
          the  import,  export,  transfer  or storage of goods.  They are termed
          "accepted"  when a bank  guarantees  their  payment  at  maturity  and
          reflect  the  obligation  of both the bank and  drawer to pay the face
          amount of the instrument at maturity.

          (4)  Commercial  Paper  --  Short-term   promissory  notes  issued  by
               corporations.

          (5)  Short-term   Corporate  Debt  --  Corporate   notes,   bonds  and
               debentures  which at the time of  purchase  have 397 days or less
               remaining to maturity.

          (6)  Repurchase  Agreements -- Instruments  under which securities are
               purchased  from a bank or securities  dealer with an agreement by
               the seller to  repurchase  the  securities at the same price plus
               interest at a specified rate. (See "FUND INVESTMENTS - Repurchase
               Agreements.")

     The  ratings  of  nationally  recognized  statistical  rating  organization
(NRSRO's),  such as Moody's Investor Services, Inc. ("Moody's") and Standard and
Poor's  ("S&P"),  which are described in Appendix A, represent their opinions as
to the quality of the money market  instruments which they undertake to rate. It
should be  emphasized,  however,  that  ratings are general and are not absolute
standards of quality.  These  ratings,  including  ratings of NRSRO's other than
Moody's  and  S&P,  are  the  initial   criteria  for   selection  of  portfolio
investments, but the Manager will further evaluate these securities.

Municipal Obligations

     The  Tax-Exempt  Bond Fund and  Tax-Exempt  Cash  Management  Fund can each
invest in "Municipal  Obligations." Municipal Obligations are obligations issued
by or on behalf of states, territories, and possessions of the United States and
the  District  of  Columbia  and  their  political  subdivisions,  agencies  and
instrumentalities,  including municipal  utilities,  or multi-state  agencies or
authorities,  the interest  from which is exempt from federal  income tax in the
opinion of bond counsel to the issuer. Three major  classifications of Municipal
Obligations are Municipal Bonds,  which generally have a maturity at the time of
issue of one year or more,  Municipal Notes,  which generally have a maturity at
the time of issue of six months to three years, and Municipal  Commercial Paper,
which  generally  has a  maturity  at the time of issue of 30 to 270  days.  The
Tax-Exempt Cash Management Fund will only purchase  Municipal  Obligations that,
at the time of purchase,  have 397 days or less  remaining to maturity or have a
variable or floating rate of interest.

     The term "Municipal Obligations" includes debt obligations issued to obtain
funds for various public purposes, including the construction of a wide range of
public facilities such as airports,  bridges, highways, housing, hospitals, mass
transportation,  schools,  streets  and  water  and  sewer  works  and  electric
utilities.  Other public purposes for which Municipal  Obligations may be issued
include refunding outstanding obligations, obtaining funds for general operating
expenses and lending such funds to other public institutions and facilities.

     Industrial  development bonds issued by or on behalf of public  authorities
to  obtain  funds  to  provide  for  the  construction,   equipment,  repair  or
improvement  of  privately  operated  housing  facilities,   sports  facilities,
convention or trade show facilities,  airport, mass transit, industrial, port or
parking facilities,  air or water pollution control facilities and certain local
facilities for water supply, gas,  electricity or sewage or solid waste disposal
are  considered  to be  Municipal  Obligations  if  the  interest  paid  thereon
qualifies  as exempt from  federal  income tax in the opinion of bond counsel to
the issuer,  even though the interest may be subject to the federal  alternative
minimum tax.

     Municipal  Bonds.  Municipal  Bonds may be either  "general  obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its faith,  credit and taxing power for the payment of principal  and  interest.
Revenue bonds are payable from the revenues  derived from a particular  facility
or class of facilities or, in some cases,  from the proceeds of a special excise
tax or other  specific  revenue source (e.g.,  the user of the facilities  being
financed),  but not from the general taxing power.  Industrial development bonds
and pollution control bonds in most cases are revenue bonds and generally do not
carry the pledge of the credit of the issuing  municipality.  The payment of the
principal and interest on industrial revenue bonds depends solely on the ability
of the user of the  facilities  financed  by the  bonds  to meet  its  financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment.  The Fund may also invest in "moral obligation" bonds
which are normally issued by special purpose public authorities. If an issuer of
moral obligation  bonds is unable to meet its obligations,  the repayment of the
bonds  becomes a moral  commitment  but not a legal  obligation  of the state or
municipality in question.

     Municipal  Notes.  Municipal  Notes usually are general  obligations of the
issuer  and are sold in  anticipation  of a bond  sale,  collection  of taxes or
receipt of other  revenues.  Payment of these notes is primarily  dependent upon
the  issuer's  receipt  of  the  anticipated   revenues.   Other  notes  include
"Construction Loan Notes" issued to provide construction  financing for specific
projects,  and "Bank Notes" issued by local governmental  bodies and agencies to
commercial  banks as evidence of borrowings.  Some notes  ("Project  Notes") are
issued by local  agencies  under a program  administered  by the  United  States
Department  of Housing and Urban  Development.  Project Notes are secured by the
full faith and credit of the United States.

     Bond Anticipation Notes (BANs) are usually general obligations of state and
local  governmental  issuers  which are sold to  obtain  interim  financing  for
projects  that will  eventually  be funded  through the sale of  long-term  debt
obligations  or bonds.  The ability of an issuer to meet its  obligations on its
BANs is primarily  dependent on the issuer's  access to the long-term  municipal
bond market and the likelihood that the proceeds of such bond sales will be used
to pay the principal and interest on the BANs.

     Tax Anticipation  Notes (TANs) are issued by state and local governments to
finance the current operations of such governments. Repayment is generally to be
derived from specific future tax revenues.  TANs are usually general obligations
of the issuer.  A weakness in an issuer's  capacity to raise taxes due to, among
other  things,  a  decline  in its tax  base or a rise in  delinquencies,  could
adversely  affect the issuer's  ability to meet its  obligations  on outstanding
TANs.

     Revenue Anticipation Notes (RANs) are issued by governments or governmental
bodies with the expectation  that future revenues from a designated  source will
be used to repay the notes. In general they also constitute general  obligations
of the  issuer.  A  decline  in the  receipt  of  projected  revenues,  such  as
anticipated revenues from another level of government, could adversely affect an
issuer's ability to meet its obligations on outstanding  RANs. In addition,  the
possibility  that the  revenues  would,  when  received,  be used to meet  other
obligations  could  affect the  ability of the issuer to pay the  principal  and
interest on RANs.

     Construction  Loan Notes are issued to provide  construction  financing for
specific projects. Frequently, these notes are redeemed with funds obtained from
the Federal Housing Administration.

     Bank Notes are notes issued by local governmental  bodies and agencies such
as those  described  above to commercial  banks as evidence of  borrowings.  The
purpose for which the notes are issued are varied but they are frequently issued
to meet short-term  working-capital  or  capital-project  needs. These notes may
have risks similar to the risks associated with TANs and RANs.

     Municipal Commercial Paper. Municipal Commercial Paper refers to short-term
obligations  of  municipalities  which may be issued  at a  discount  and may be
referred to as Short-Term Discount Notes.  Municipal  Commercial Paper is likely
to be used to meet seasonal  working  capital needs of a municipality or interim
construction  financing and to be paid from general revenues of the municipality
or refinanced with long-term debt. In most cases Municipal  Commercial  Paper is
backed by letters of credit,  lending agreements,  note repurchase agreements or
other credit facility agreements offered by banks or other institutions.

     Variable and Floating  Rate  Obligations.  Certain  Municipal  Obligations,
obligations  issued or  guaranteed  by the U.S.  government  or its  agencies or
instrumentalities  and debt instruments issued by domestic banks or corporations
may carry variable or floating rates of interest. Such instruments bear interest
at rates which are not fixed,  but which vary with changes in  specified  market
rates or indices,  such as a bank prime rate or  tax-exempt  money market index.
Variable  rate notes are  adjusted  to current  interest  rate levels at certain
specified  times,  such as every  30 days,  as set  forth in the  instrument.  A
floating rate note adjusts automatically  whenever there is a change in its base
interest  rate  adjustor,  e.g., a change in the prime lending rate or specified
interest  rate  indices.   Typically  such  instruments  carry  demand  features
permitting the Fund to redeem at par upon specified notice.

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

     The Funds may purchase from financial institutions  participation interests
in variable rate Municipal Obligations (such as industrial development bonds). A
participation  interest  gives  the  purchaser  an  undivided  interest  in  the
Municipal Obligation in the proportion that its participation  interest bears to
the total principal amount of the Municipal Obligation.  A Fund has the right to
demand  payment  on  seven  days'  notice,  for all or any  part  of the  Fund's
participation interest in the Municipal Obligation,  plus accrued interest. Each
participation interest is backed by an irrevocable letter of credit or guarantee
of a bank.  Banks will  retain a service  and letter of credit fee and a fee for
issuing repurchase  commitments in an amount equal to the excess of the interest
paid on the  Municipal  Obligations  over the  negotiated  yield  at  which  the
instruments  were  purchased  by the Funds.  No Fund  committed  during the last
fiscal year or currently  intends to commit during the present  fiscal year more
than 5% of its net assets to participation interests.

     Other  Municipal  Obligations.  Other kinds of  Municipal  Obligations  are
occasionally  available in the marketplace,  and a Fund may invest in such other
kinds of obligations to the extent consistent with its investment  objective and
limitations.  Such  obligations  may be issued for  different  purposes and with
different security than those mentioned above.

     Risks of Municipal  Obligations.  The yields on Municipal  Obligations  are
dependent  on a variety of factors,  including  general  economic  and  monetary
conditions,  money  market  factors,  conditions  in the  Municipal  Obligations
market, size of a particular offering, maturity of the obligation, and rating of
the issue.  Each Fund's  ability to achieve  its  investment  objective  is also
dependent on the continuing ability of the issuers of the Municipal  Obligations
in which it invests to meet their  obligation  for the payment of  interest  and
principal when due.

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

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

Taxable Investments of the Tax-Exempt Bond Fund

     The  Tax-Exempt  Bond Fund may  invest up to 20% of its  assets in  taxable
short-term  investments  consisting of:  Obligations issued or guaranteed by the
United  States  Government or its agencies or  instrumentalities;  domestic bank
certificates  of deposit and bankers'  acceptances;  short-term  corporate  debt
securities  such  as  commercial  paper;  and  repurchase  agreements  ("Taxable
Investments"). These investments must have a stated maturity of one year or less
at the time of purchase and must meet the following  standards:  banks must have
assets of at least $1  billion;  commercial  paper must be rated at least "A" by
S&P or "Prime" by Moody's or, if not rated,  must be issued by companies  having
an outstanding debt issue rated at least "A" by S&P or Moody's;  corporate bonds
and  debentures  must be rated at least "A" by S&P or Moody's.  Interest  earned
from Taxable  Investments will be taxable to investors.  When, in the opinion of
the Fund's Manager, it is advisable to maintain a temporary "defensive" posture,
the Fund may invest more than 20% of its total assets in Taxable Investments. At
other times,  Taxable  Investments,  Municipal  Obligations that do not meet the
quality  standards  required for the 80% portion of the  portfolio and Municipal
Obligations  the  interest  on which is  treated  as a tax  preference  item for
purposes  of the  federal  alternative  minimum  tax will not  exceed 20% of the
Fund's total assets.

Temporary Investments for the Tax-Exempt Cash Management Fund

     The Tax-Exempt Cash Management Fund may invest, on a temporary basis, up to
20%  of  its  net  assets  in  taxable  short-term  investments  consisting  of:
Obligations issued or guaranteed by the United States Government or its agencies
or instrumentalities;  U.S. dollar denominated certificates of deposit issued by
U.S.  banks and bankers'  acceptances;  commercial  paper of U.S.  corporations;
short-term  corporate debt  securities;  and repurchase  agreements  ("Temporary
Investments"). These investments must have a stated maturity of 397 days or less
at the  time of  purchase  and  must  meet  the  same  standards  that  apply to
securities in which the Cash  Management  Fund may invest.  Interest earned from
Temporary Investments will be taxable to investors.  When, in the opinion of the
Fund's Manager, it is advisable to maintain a temporary "defensive" posture, the
Fund may invest more than 20% of its total assets in Temporary Investments.

Portfolio Turnover

   
     Portfolio  turnover will normally  differ for each Fund, may vary from year
to year,  as well as  within a year,  and may be  affected  by  portfolio  sales
necessary  to  meet  cash  requirements  for  redemptions  of Fund  shares.  The
portfolio  turnover  rate for a Fund is  calculated  by  dividing  the lesser of
purchases  or sales of its  portfolio  securities  during the fiscal year by the
monthly  average of the value of its portfolio  securities  (excluding  from the
computation all securities,  including  options,  with maturities at the time of
acquisition  of one year or less). A high rate of portfolio  turnover  generally
involves  correspondingly  greater brokerage commission expenses,  which must be
borne directly by the Fund.  Although the rate of portfolio turnover will not be
a limiting  factor when it is deemed  appropriate to purchase or sell securities
for a Fund,  each Fund  intends to limit  turnover so that  realized  short-term
gains on  securities  held for less than three months do not exceed 30% of gross
income  in order to  qualify  as a  "regulated  investment  company"  under  the
Internal Revenue Code. This requirement may in some cases limit the ability of a
Fund to effect certain portfolio transactions. No portfolio turnover rate can be
calculated  for the Money Market Funds  because of the short  maturities  of the
securities in which they invest.  The portfolio  turnover  rates for each of the
other Funds for its most recent and immediately preceding fiscal periods were as
follows (annualized when reporting period is less than one year):  Balanced Fund
- - 32.6% and 35.8%;  Blue Chip Fund  13.3% and 26.1%;  Bond Fund - 3.4% and 5.1%;
Capital  Accumulation  Fund - 50.2% and 46.0%;  Emerging Growth Fund - 12.3% and
13.5%;  Government  Securities Income Fund - 25.9% and 10.1%; Growth Fund - 1.8%
and 12.2%;  High Yield Fund - 18.8% and 40.3%;  Limited  Term Bond Fund - 16.5%;
Tax-Exempt Bond Fund - 9.8% and 17.6%;  Utilities Fund - 34.2% and 13.0%;  World
Fund - 23.8% and 35.4%.
    

DIRECTORS AND OFFICERS OF THE FUNDS

     The  following  listing  discloses  the  principal  occupations  and  other
principal business  affiliations of the Funds' Officers and Directors during the
past five years.  All  Directors  and  Officers  listed  here also hold  similar
positions with each of the other mutual funds sponsored by Principal Mutual Life
Insurance  Company,  except  Principal  Special  Markets Fund,  Inc. All mailing
addresses are The Principal  Financial  Group,  Des Moines,  Iowa 50392,  unless
otherwise indicated.

     James  D.  Davis,  62,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
Attorney. Vice President, Deere and Company, Retired.

     *Roy W. Ehrle,  68,  Director.  2424 Jordan Trail,  West Des Moines,  Iowa.
Retired. Prior thereto, Vice Chairman,  Principal Mutual Life Insurance Company.
Vice  Chairman  of the  Board  and  Director,  Princor  Management  Corporation.
Chairman of the Board and Director,  Invista Capital Management,  Inc. Director,
Iowa Business Development Credit Corporation.

     @Pamela A. Ferguson, 53, Director. P.O. Box 805, Grinnell,  Iowa. President
and Professor of Mathematics, Grinnell College since 1991.

     @Richard W. Gilbert, 56, Director. 1357 Asbury Avenue, Winnetka,  Illinois.
President, Gilbert Communications, Inc. since 1993. Prior thereto, President and
Publisher, Pioneer Press.

     *&J. Barry Griswell,  47,  Director and Chairman of the Board.  Senior Vice
President,  Principal Mutual Life Insurance  Company,  since 1991.  Director and
Chairman  of  the  Board,  Princor  Management  Corporation,  Princor  Financial
Services Corporation.

     *&Stephan L. Jones, 61, Director and President.  Vice President,  Principal
Mutual Life  Insurance  Company  since 1986.  Director  and  President,  Princor
Financial Services Corporation and Princor Management Corporation.

     *Ronald E. Keller, 60, Director. Executive Vice President, Principal Mutual
Life  Insurance  Company  since 1992.  Prior  thereto,  Senior  Vice  President.
Director,   Princor  Financial  Services   Corporation  and  Princor  Management
Corporation. Director and Chairman, Invista Capital Management, Inc.

     @Barbara A. Lukavsky,  56, Director.  3920 Grand Avenue, Des Moines,  Iowa.
President, Lu San, Inc.

     &Richard G. Peebler, 67, Director. 1916 79th Street, Des Moines, Iowa. Dean
and  Professor  Emeritus,  Drake  University,  College  of  Business  and Public
Administration,  since 1996. Prior thereto, Professor, Drake University, College
of Business and Public Administration.

   
     Craig L. Bassett, 44, Treasurer. Associate Treasurer, Principal Mutual Life
Insurance Company since 1988.
    

     *Michael  J.  Beer  , 35,  Financial  Officer.  Vice  President  and  Chief
Operating Officer, Princor Financial Services Corporation and Princor Management
Corporation, since 1995. Prior thereto, Financial Officer.

     David J. Brown,  36,  Assistant  Counsel.  Counsel,  Principal  Mutual Life
Insurance   Company   since   1995.   1994-1995,    Attorney.   Prior   thereto,
Attorney-at-Law, Dickinson, Mackaman, Tyler & Hagen, P.C.

     Michael W. Cumings, 45, Assistant Counsel.  Counsel,  Principal Mutual Life
Insurance Company since 1989.

     Arthur S. Filean, 58, Vice President and Secretary. Vice President, Princor
Financial Services Corporation,  since 1990. Vice President,  Princor Management
Corporation, since 1996.

     *Ernest H. Gillum,  41,  Assistant  Secretary.  Assistant  Vice  President,
Registered   Products,   Princor  Financial  Services  Corporation  and  Princor
Management  Corporation,  since 1995;  Prior thereto,  Product  Development  and
Compliance Officer.

   
     *Jane E. Karli,  39,  Assistant  Treasurer.  Senior  Accounting and Custody
Administrator,  Principal  Mutual Life  Insurance  Company  since  1994;  Senior
Investment Cost Accountant 1993- 1994; Senior Investment  Accountant  1992-1993;
Prior thereto, Manager-Investment Accounting and Treasury.
    

     *Michael D. Roughton, 45, Counsel. Counsel, Principal Mutual Life Insurance
Company since 1994; Prior thereto,  Assistant Counsel.  Counsel, Invista Capital
Management,  Inc., Princor Financial Services  Corporation,  Principal Investors
Corporation and Princor Management Corporation.

     @ Member of Audit and Nominating Committee.

     *    Affiliated  with the Manager of the Fund or its parent and  considered
          an "Interested  Person," as defined in the  Investment  Company Act of
          1940, as amended.

     &    Member of the Executive Committee.  The Executive Committee is elected
          by the Board of Directors and may exercise all the powers of the Board
          of  Directors,  with  certain  exceptions,  when  the  Board is not in
          session and shall report its actions to the Board.


   
     During  the  period  ended  October  31,  1996,  the  Funds did not pay any
salaries  directly  to  officers  but paid  management  fees to the  Manager  as
described herein.  During such period, six directors of each Fund (those who are
not  officers or directors  of the  Manager) as a group  received the  following
amounts  in  directors'  fees  ($600  Annual  Retainer  plus  $150 per  Board of
Directors  or Audit  and  Nominating  Committee  meeting  attended,  and $75 for
attendance  at any  executive or special  committee  meetings)  plus expenses of
attending the meeting,  if any: Balanced Fund,  $8,706;  Blue Chip Fund, $8,705;
Bond Fund, $8,680;  Capital  Accumulation  Fund,  $8,932;  Cash Management Fund,
$8,706; Emerging Growth Fund, $8,857; Government Securities Fund, $8,705; Growth
Fund,  $8,932;  High  Yield  Fund,  $8,705;  Limited  Term  Bond  Fund,  $7,265;
Tax-Exempt Bond Fund, $8,706; Tax-Exempt Cash Management Fund, $8,706; Utilities
Fund, $8,706; and World Fund, $8,856.

     The following  information relates to compensation paid by each fund during
the fiscal year ended October 31, 1996. James D. Davis,  Barbara A. Lukavsky and
Pamela A.  Ferguson  received  $1,275 from each Princor  Fund.  Roy W. Ehrle and
Richard W.  Gilbert each  received  $1,200 from each  Princor  Fund.  Richard G.
Peebler received $1,200 from each Princor Fund, except the Capital  Accumulation
Fund,  Emerging  Growth  Fund and Growth  Fund,  from each of which he  received
$1,350, and the World Fund from which he received $1,275.

     None  of the  mutual  funds  provide  retirement  benefits  for  any of the
directors.  Total compensation from each of the 26 investment companies included
in the fund complex for the fiscal year ended October 31, 1996 was as follows:

     James D.  Davis,  $25,350;  Roy W.  Ehrle,  $22,200;  Pamela  A.  Ferguson,
$27,000; Richard W. Gilbert, $22,200; Barbara A. Lukavsky,  $27,000; and Richard
G. Peebler, $24,375.

     As of October 31, 1996,  Principal Mutual Life Insurance  Company, a mutual
life  insurance   company  organized  in  1879  under  the  laws  of  Iowa,  its
subsidiaries  and  affiliates  owned of record and  beneficially  the  following
number of voting shares or percentage of the  outstanding  voting shares of each
Fund:


                                   No. of Shares            % of Outstanding
               Fund                    Owned                    Shares Owned
Balanced                              532,971                    10.03%
Blue Chip                              64,626                     2.10%
Bond                                  178,456                     1.64%
Capital Accumulation                6,816,431                    42.25%
Cash Management                     5,892,612                      .85%
Emerging Growth                        46,812                      .64%
Government Securities Income           94,237                      .39%
Growth                                 37,639                      .58%
High Yield                          1,120,725                    30.20%
Limited Term Bond                   1,040,563                    59.01%
Tax-Exempt Bond                        92,619                      .58%
Tax-Exempt Cash Management          1,027,106                     1.04%
Utilities                              85,757                     1.35%
World                               4,167,246                    17.93%
    

     As of November 30, 1996, the Officers and Directors of each Fund as a group
owned less than 1% of the outstanding shares of any of the Funds.


MANAGER AND SUB-ADVISOR

     The  Manager  of each of the Funds is  Princor  Management  Corporation,  a
wholly-owned  subsidiary of Princor  Financial  Services  Corporation which is a
wholly-owned subsidiary of Principal Holding Company.  Principal Holding Company
is a holding company which is a wholly-owned subsidiary of Principal Mutual Life
Insurance  Company,  a mutual life insurance company organized in 1879 under the
laws of the state of Iowa. The address of the Manager is The Principal Financial
Group, Des Moines,  Iowa 50392-0200.  The Manager was organized on January,  10,
1969 and since that time has managed various mutual funds sponsored by Principal
Mutual Life Insurance Company.

   
     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment  advisory services for each of the Growth-Oriented
Funds, the Government Securities Income Fund, the Limited Term Bond Fund and the
Utilities  Fund.  The Manager will  reimburse  Invista for the cost of providing
these  services.  Invista,  an indirectly  wholly-owned  subsidiary of Principal
Mutual Life  Insurance  Company and an affiliate of the Manager,  was founded in
1985 and manages  investments for institutional  investors,  including Principal
Mutual Life Insurance Company. Assets under management at November 30, 1996 were
approximately  $18.0 billion.  Invista's  address is 1500 Hub Tower, 699 Walnut,
Des Moines, Iowa 50309.
    

     The  Manager,  Invista and each of the Funds have  adopted a Code of Ethics
designed to prevent  persons with access to information  regarding the portfolio
trading  activity of the Funds from using that  information  for their  personal
benefit.  In certain  circumstances  personal securities trading is permitted in
accordance  with  procedures  established  by the Code of  Ethics.  The Board of
Directors for the Manager,  Invista and each of the Funds  periodically  reviews
the Code of Ethics.

     Each of the persons affiliated with a Fund who is also an affiliated person
of the Manager or  Sub-Advisor  is named below,  together with the capacities in
which such person is affiliated:
<TABLE>
<CAPTION>

                                       Office Held With                       Office Held With
       Name                                Each Fund                         The Manager/Invista  
<S>                         <C>                                 <C> 
Michael J. Beer             Financial Officer                   Vice President and Chief Operating Officer (Manager)
Arthur S. Filean            Vice President and Secretary        Vice President (Manager)
Ernest H. Gillum            Assistant Secretary                 Assistant Vice President, Registered Products (Manager)
J. Barry Griswell           Director and Chairman               Director and Chairman of the Board (Manager)
Stephan L. Jones            Director and President              Director and President (Manager)
Ronald E. Keller            Director                            Director (Manager)
                                                                Director and Chairman of the Board (Invista)
Michael D. Roughton         Counsel                             Counsel (Manager; Invista)
</TABLE>

COST OF MANAGER'S SERVICES

     For  providing  the  investment  advisory  services,  and  specified  other
services,  the Manager,  under the terms of the  Management  Agreement  for each
Fund,  is  entitled  to receive a fee  computed  and  accrued  daily and payable
monthly, at the following annual rates:

                                              Balanced, High
                         World     Emerging      Yield and
Net Asset Value of Fund   Fund   Growth Fund  Utilities Fund   All Other Funds
   First $100,000,000     .75%       .65%          .60%             .50%
    Next 100,000,000      .70%       .60%          .55%             .45%
    Next 100,000,000      .65%       .55%          .50%             .40%
    Next 100,000,000      .60%       .50%          .45%             .35%
    Over 400,000,000      .55%       .45%          .40%             .30%


     There  is no  assurance  that  any of the  Funds'  net  assets  will  reach
sufficient  amounts to be able to take advantage of the rate decreases.  The net
asset  value of each Fund on October  31,  1995 and the rate of the fee for each
Fund for investment  management services as provided in the Management Agreement
for the fiscal year then ended were as follows:


   
                                                             Management Fee
                                     Net Assets as of    For Fiscal Year Ended
           Fund                      October 31, 1996      October 31, 1996 


  Balanced                           $  77,658,393               .60%
  Blue Chip                             52,490,401               .50
  Bond                                 121,938,969               .49*
  Capital Accumulation                 447,201,123               .43
  Cash Management                      697,121,081               .37*
  Emerging Growth                      259,960,901               .62
  Government Securities Income         271,095,796               .46
  Growth                               254,393,295               .46
  High Yield                            30,669,461               .60
  Limited Term Bond                     17,444,164               .11
  Tax-Exempt Bond                      192,973,655               .48
  Tax-Exempt Cash Management            98,508,842              .43*
  Utilities                             72,212,558              .60*
  World                                189,078,438               .73
* Before waiver.
    
     Under a Sub-Advisory  Agreement  between  Invista and the Manager,  Invista
performs all the investment  advisory  responsibilities of the Manager under the
Management  Agreement for the Growth-Oriented  Funds, the Government  Securities
Income Fund, the Limited Term Bond Fund and the Utilities Fund and is reimbursed
by the Manager for the cost of providing such services.
 
     The Manager pays for office space, facilities and simple business equipment
and the costs of keeping the books of the Fund. The Manager also compensates all
personnel  who are officers and  directors,  if such  officers and directors are
also affiliated with the Manager.

     Each Fund pays all its other corporate  expenses  incurred in the operation
of the Fund and the continuous  public  offering of its shares,  but not selling
expenses.  Among  other  expenses,  the Fund pays its taxes (if any),  brokerage
commissions  on portfolio  transactions,  interest,  the cost of stock issue and
transfer and dividend  disbursement,  administration  of  shareholder  accounts,
custodial fees, expenses of registering and qualifying shares for sale after the
initial  registration,  auditing  and  legal  expenses,  fees  and  expenses  of
unaffiliated directors, and costs of shareholder meetings. The Manager pays most
of these expenses in the first instance,  and is reimbursed for them by the Fund
as provided in the Management Agreement. The Manager also is responsible for the
performance of certain of the functions  described  above,  such as transfer and
dividend  disbursement and administration of shareholder  accounts,  the cost of
which the Manager is reimbursed by the Fund.
       

     Fees paid for investment  management  services during the periods indicated
were as follows:


   
                                                      Management Fees For
                                                Fiscal Years Ended October 31,
                   Fund               1996              1995            1994
Balanced                        $    404,461         $ 330,469   $    282,514
Blue Chip                            212,845           154,603        125,655
Bond                                 534,366*         489,133*       447,108*
Capital Accumulation               1,671,502         1,380,466      1,212,997
Cash Management                    2,555,687*        1,980,472*     1,324,627*
Emerging Growth                    1,293,848           772,512        463,046
Government Securities Income       1,223,631         1,165,241      1,178,688
Growth                             1,040,897           701,276        485,565
High Yield                           159,773           129,542        119,036
Limited Term Bond                     18,619* **                 
Tax-Exempt Bond                      888,967           828,825        854,230
Tax-Exempt Cash Management           451,467*          471,994*       406,047*
Utilities                            375,780*          367,403*       340,121*
World                              1,154,783           881,227        716,044

*Before waiver.
**Period from February 29, 1996 (Date Operations  Commenced) through October 31,
1996.

     The Manager  waived  $25,970 of its fee for the Limited  Term Bond Fund for
the period  ended  October 31, 1996.  The Manager  waived  $28,413,  $86,318 and
$120,999 of its fee for the Bond Fund for the years ended October 31, 1996, 1995
and 1994, respectively.  The Manager also waived $76,266,  $138,673 and $150,515
of its fee for the Tax-Exempt  Cash  Management Fund for the years ended October
31, 1996, 1995 and 1994, respectively. The Manager also waived $13,242, $296,359
and $595,343 of its fee for the Cash Management Fund for the years ended October
31, 1996, 1995 and 1994, respectively. The Manager also waived $61,622, $152,483
and $284,836 of its fee for the  Utilities  Fund for the years ended October 31,
1996, 1995 and 1994, respectively.
    

     Costs reimbursed to the Manager during the periods  indicated for providing
other services pursuant to the Management Agreement were as follows:
 

   
                                          Reimbursement by Fund
                                           of Certain Costs For
                                      Fiscal Years Ended October 31,
           Fund                        1996              1995              1994

Balanced                            $251,542          $220,147       $   241,156
Blue Chip                            206,942           146,409           123,381
Bond                                 221,648           213,198           226,146
Capital Accumulation                 567,786           510,906           513,568
Cash Management                    1,762,455         1,494,200         1,077,477
Emerging Growth                      942,986           612,488           514,920
Government Securities Income         394,360           435,625           545,148
Growth                               837,917           584,133           455,138
High Yield                            66,305            86,915            76,576
Limited Term Bond                    32,982*
Tax-Exempt Bond                      145,931           193,662           254,209
Tax-Exempt Cash Management           205,099           214,963           205,771
Utilities                            288,489           211,232           281,532
World                                598,305           525,897           502,953

*    Period from February 29, 1996 (Date Operations  Commenced)  through October
     31, 1996.
     

   
NOTE: The Manager  voluntarily  waived a portion of its fee for the Limited Term
Bond Fund from the date operations commenced and intends to continue such waiver
and, if necessary,  pay expenses  normally payable by the Limited Term Bond Fund
through the period  ending  February 28, 1998 in an amount that will  maintain a
total  level of  operating  expenses,  which as a percent of average  net assets
attributable  to a class on an  annualized  basis will not  exceed  .90% for the
Class A shares,  1.25% for the Class B shares  and 1.50% for the Class R shares.
The effect of the waiver was and will be to reduce the Fund's  annual  operating
expenses and increase the Fund's yield and effective yield.
    

NOTE:  The  Manager  voluntarily  waived a portion  of its  management  fees for
Princor Cash Management Fund, Inc. and Princor  Tax-Exempt Cash Management Fund,
Inc.  throughout  the fiscal years ended October,  31, 1994,  1995 and 1996. The
Manager intends to continue its voluntary waiver and, if necessary, pay expenses
normally payable by each of these Funds through February,  28, 1998 in an amount
that will maintain a total level of operating  expenses which as a percentage of
average net assets  attributable  to a class on an annualized  basis during such
periods  will not  exceed  0.75% of each  Fund's  Class A shares,  1.50% of each
Fund's Class B shares and 1.25% of Princor Cash Management Fund,  Inc.'s Class R
shares.  The effect of the waiver was and will be to reduce each  Fund's  annual
operating expenses and increase each Fund's yield and effective yield.

NOTE:  The Manager  voluntary  waived a portion of its fee for Princor Bond Fund
through  February  28,  1993 in an  amount  that  maintained  a total  level  of
operating  expenses for the Fund that did not exceed .90% of the Fund's  average
net assets on an  annualized  basis  during such  period.  The Manager  waived a
portion  of its fee for the  period  beginning  March  1,  1993 and  intends  to
continue such waiver through February 28, 1998 in an amount that will maintain a
total level of operating  expenses  which as a percentage of the Fund's  average
net assets attributable to a class on an annualized basis during such period did
not and will not exceed 0.95% of the Fund's Class A shares,  1.70% of the Fund's
Class B shares and 1.45% of the Fund's Class R shares.  The effect of the waiver
was and will be to reduce the Fund's annual operating  expenses and increase the
Fund's yield.

NOTE: The Manager voluntarily waived a portion of its fee for the Utilities Fund
from the date operations  commenced and continued such waiver through the period
ending February 28, 1995 in an amount that maintained a total level of operating
expenses which as a percentage of the Fund's average net assets  attributable to
a class on an annualized basis did not exceed 1.00% of the Fund's Class A shares
and did not exceed 1.75% of the Fund's Class B shares. The Manager continued its
voluntary  waiver for the period  beginning March 1, 1995 and ended February 29,
1996 in an amount that maintained a total level of operating expenses which as a
percentage  of the  Fund's  average  net  assets  attributable  to a class on an
annualized  basis did not exceed 1.10% of the Fund's Class A shares and 1.85% of
the Fund's Class B shares.  The Manager  continued its voluntary  waiver for the
period  beginning  March 1, 1996 and  intends to  continue  such  waiver and, if
necessary,  pay expenses  normally payable by the Fund through February 28, 1998
in an amount that will maintain a total level of operating  expenses  which as a
percentage  of the  Fund's  average  net  assets  attributable  to a class on an
annualized basis did not and will not exceed 1.15% of the Fund's Class A shares,
1.90% of the Fund's Class B shares and 1.65% for the Fund's Class R shares.

     The Management  Agreements and the Investment Service Agreements,  pursuant
to which Principal  Mutual Life Insurance  Company has agreed to furnish certain
personnel, services and facilities required by the Manager, and the Sub-Advisory
Agreements for each of the  Growth-Oriented  Funds,  the  Government  Securities
Income  Fund,  the  Utilities  Fund and the  Limited  Term  Bond  Fund were last
approved by the Board of  Directors  for each of the Funds on September 9, 1996.
Each of these  agreements  provides for continuation in effect from year to year
only so long as such  continuation  is  specifically  approved at least annually
either by the Board of  Directors  of the Fund or by vote of a  majority  of the
outstanding  voting  securities of the Fund,  provided that in either event such
continuation  shall be approved by vote of a majority of the  Directors  who are
not "interested  persons" (as defined in the Investment  Company Act of 1940) of
the Manager,  Principal Mutual Life Insurance Company or its subsidiaries or the
Fund,  cast in person  at a meeting  called  for the  purpose  of voting on such
approval. The Agreements may be terminated at any time on 60 days written notice
to the Manager by the Board of  Directors of the Fund or by a vote of a majority
of the  outstanding  securities  of the  Fund  and by the  Manager,  Invista  or
Principal Mutual Life Insurance Company,  as the case may be, on 60 days written
notice to the Fund. The Agreements will automatically  terminate in the event of
their assignment.

     The Manager assumed  management of the World Fund's portfolio on August, 1,
1988. Prior to that time, the previous Investment Advisor for the World Fund, as
compensation  for  its  services  to  the  Fund,  had  been  receiving   monthly
compensation  in the form of an  advisory  fee at an annual rate of 1/2 of 1% of
the average daily net assets of the Fund. In addition,  the  Investment  Advisor
received an annual fee,  paid  monthly,  for the  administrative  services at an
annual rate of 1.5% of the first  $10,000,000  of the Fund's  average net assets
during the month preceding each payment, decreasing to 1% on assets in excess of
$10,000,000  and  1/2 of 1% of the  Fund's  assets  in  excess  of  $30,000,000.
Overall,  the Fund's  aggregate  expenses  for any fiscal year other than taxes,
brokerage fees, Directors' fees,  commissions,  and extraordinary expenses, such
as litigation,  could not exceed 2% of the first $10,000,000 of the Fund's total
net assets,  1.5% of the next  $20,000,000 and 1% of the Fund's total net assets
in excess of $30,000,000. The aggregate of these two fees could have amounted to
a  maximum  of 2.0% of net  assets,  which is higher  than most  funds pay as an
advisory fee;  however,  the  administrative  services fee included  payment for
certain  expenses  most other funds are  required to pay  themselves.  Under the
prior agreement,  when the accrued amount of such expenses exceeded the 2% limit
the monthly payment to the Advisor was reduced by the amount of such excess. For
the  seven-month  period  ended  July  31,  1988,  the Fund  paid  the  previous
Investment  Advisor  $9,811 for  investment  advisory  services  and $29,433 for
administrative services and other expenses.

BROKERAGE ON PURCHASES AND SALES OF SECURITIES

     In distributing  brokerage  business arising out of the placement of orders
for the  purchase  and sale of  securities  for any Fund,  the  objective of the
Fund's Manager or  Sub-Advisor is to obtain the best overall terms.  In pursuing
this  objective,  the  Manager or  Sub-Advisor  considers  all  matters it deems
relevant,  including the breadth of the market in the security, the price of the
security,  the financial  condition  and  executing  capability of the broker or
dealer  and the  reasonableness  of the  commission,  if any (for  the  specific
transaction and on a continuing basis). This may mean in some instances that the
Manager or Sub-Advisor  will pay a broker  commissions that are in excess of the
amount of  commission  another  broker might have charged for executing the same
transaction  when the Manager or Sub-Advisor  believes that such commissions are
reasonable  in  light of (a) the size and  difficulty  of  transactions  (b) the
quality of the execution provided and (c) the level of commissions paid relative
to commissions paid by other institutional  investors.  (Such factors are viewed
both in terms of that particular  transaction  and in terms of all  transactions
that  broker  executes  for  accounts  over  which the  Manager  or  Sub-Advisor
exercises  investment  discretion.  The  Manager  or  Sub-Advisor  may  purchase
securities in the over-the-counter  market,  utilizing the services of principal
market makers,  unless better terms can be obtained by purchases through brokers
or dealers,  and may purchase  securities  listed on the New York Stock Exchange
from non- Exchange  members in  transactions  off the  Exchange.) The Manager or
Sub-Advisor  gives  consideration  in the  allocation  of  business  to services
performed by a broker (e.g.  the  furnishing  of  statistical  data and research
generally consisting of information of the following types: analyses and reports
concerning issuers, industries,  economic factors and trends, portfolio strategy
and performance of client accounts). If any such allocation is made, the primary
criteria  used will be to obtain the best overall  terms for such  transactions.
The Manager or Sub-Advisor  may pay additional  commission  amounts for research
services.  Such statistical data and research  information received from brokers
or dealers may be useful in varying  degrees and the Manager or Sub-Advisor  may
use it in  servicing  some or all of the accounts it manages.  Some  statistical
data and research information may not be useful to the Manager or Sub-Advisor in
managing the client  account,  brokerage for which  resulted in the Manager's or
Sub-Advisor's receipt of the statistical data and research information. However,
in the Manager's or Sub-Advisor's opinion, the value thereof is not determinable
and it is not expected  that the  Manager's or  Sub-Advisor's  expenses  will be
significantly  reduced since the receipt of such  statistical  data and research
information is only supplementary to the Manager's or Sub-Advisor's own research
efforts.  The Manager or Sub- Advisor allocated  portfolio  transactions for the
Funds indicated in the following table to certain brokers during the fiscal year
ended October 31, 1996 due to research  services  provided by such brokers.  The
table also indicates the  commissions  paid to such brokers as a result of these
portfolio transactions.

   
   Fund                                  Commissions Paid
Balanced                                     $12,006
Blue Chip                                      1,630
Capital Accumulation                          53,240
Emerging Growth                                9,020
Growth                                         6,805
High Yield                                       250
World                                          7,635
    

 
     Purchases and sales of debt securities and money market instruments usually
will be principal transactions;  portfolio securities will normally be purchased
directly  from  the  issuer  or  from  an  underwriter  or  marketmaker  for the
securities. Such transactions are usually conducted on a net basis with the Fund
paying no brokerage  commissions.  Purchases  from  underwriters  will include a
commission  or  concession  paid  by the  issuer  to the  underwriter,  and  the
purchases from dealers serving as  marketmakers  will include the spread between
the bid and asked prices.

     The following table shows the brokerage commissions paid during the periods
indicated.  In each  year,  100% of the  commissions  paid by each  Fund went to
broker-dealers   which   provided   research,   statistical   or  other  factual
information.


   
                                    Total Brokerage Commissions Paid
                                  During Fiscal Years Ended October 31,
 Fund                         1996             1995              1994
 Balanced                  $ 41,537          $ 34,622           $23,780
 Blue Chip                   17,198            21,040             8,536
 Capital Accumulation       375,742           335,720           259,072
 Emerging Growth             99,466            59,471            51,538
 Growth                      64,704            56,733            51,904
 Utilities                   70,140            27,861            58,245
 World                      338,670           360,682           277,027

*    Period from February 29, 1996 (date operations  commenced)  through October
     31, 1996.
    

<TABLE>
<CAPTION>
     Brokerage  commissions paid to affiliates during the year ended October 31,
1996 were as follows:

                     Commissions Paid to Principal Financial Securities, Inc.
                           Total Dollar       As Percent of      As Percent of Dollar Amount
         Fund                 Amount        Total Commissions    of Commissionable Transactions
<S>                           <C>                 <C>                        <C> 
   
Capital Accumulation Fund     $16,593             4.4%                       6.0%
Utilities Fund                  2,217             3.2%                       3.9%
</TABLE>
<TABLE>
<CAPTION>
 
                      Commissions Paid to Morgan Stanley and Co.
                            Total Dollar       As Percent of     As Percent of Dollar Amount
         Fund                  Amount       Total Commissions    of Commissionable Transactions
<S>                             <C>              <C>                         <C> 
Balanced Fund                   $  555           1.3%                        1.0%
Blue Chip Fund                     420           3.0%                        3.0%
Capital Accumulation Fund        9,400           2.5%                        1.9%
Emerging Growth Fund               500            .5%                         .9%
World Fund                       4,038           1.2%                        3.2%
</TABLE>
    

Morgan Stanley and Co. Is affiliated with Morgan Stanley Asset Management, Inc.,
which acts as sub-advisor to two mutual funds included in the Fund complex.

     The Manager acts as investment  advisor for each of the funds  sponsored by
Principal Mutual Life Insurance Company and it, or Invista where Invista acts as
sub-advisor,  places  orders  to trade  portfolio  securities  for each of these
Funds.  If, in carrying out the  investment  objectives of the funds,  occasions
arise when  purchases or sales of the same equity  securities are to be made for
two or more of the funds at the same time,  a  computer  program  will  randomly
order the instructions to purchase and, whenever  possible,  to sell securities.
Securities  purchased  or  proceeds of sales  received on each  trading day with
respect to such orders shall be allocated to the various funds placing orders on
that  trading  day by filling  each fund's  order for that day, in the  sequence
arrived  at by the  random  ordering.  If  purchases  or sales of the same  debt
securities  are to be made for two or more of the  Funds at the same  time,  the
securities  will be purchased or sold  proportionately  in  accordance  with the
amount of such  security  sought to be  purchased  or sold at that time for each
Fund.

HOW TO PURCHASE SHARES

     Each Fund,  except the Tax-Exempt  Bond Fund and Tax-Exempt Cash Management
Fund,  offers  investors  three  classes of shares  which bear sales  charges in
different forms and amounts: Class A, Class B and Class R shares. The Tax-Exempt
Bond Fund and  Tax-Exempt  Cash  Management  Fund offer only Class A and Class B
shares.

   
     Class A Shares.  An investor who purchases  less than $1 million of Class A
shares  (except Class A shares of the Money Market Funds) pays a sales charge at
the time of  purchase.  As a result,  such shares are not subject to any charges
when they are redeemed.  An investor who purchases $1 million or more of Class A
shares  does  not  pay a  sales  charge  at the  time of  purchase.  However,  a
redemption of such shares  occurring  within 18 months from the date of purchase
will be subject to a contingent  deferred  sales charge  ("CDSC") at the rate of
 .75% (.25% for the Limited Term Bond Fund) the lesser of the value of the shares
redeemed  (exclusive of reinvested  dividend and capital gain  distributions) or
the total cost of such shares.  Shares  subject to the CDSC which are  exchanged
into  another  Princor  Fund will  continue  to be subject to the CDSC until the
original 18 month  period  expires.  However no CDSC is payable  with respect to
redemption  of Class A shares  used to fund a Princor  401(a) or Princor  401(k)
retirement plan, except  redemptions  resulting from the termination of the plan
or transfer of plan  assets.  Certain  purchases  of Class A shares  qualify for
reduced  sales  charges.  Class A shares for each Fund,  except the Money Market
Funds,  currently  bear a 12b-1 fee at the annual rate of up to 0.25% (0.15% for
the Limited  Term Bond Fund) of the Fund's  average net assets  attributable  to
Class A shares. See "Distribution Plan."
    

     Class B Shares.  Class B shares are  purchased  without  an  initial  sales
charge,  but are subject to a declining  CDSC of up to 4% (1.25% for the Limited
Term Bond Fund) if  redeemed  within six years.  See  "Offering  Price of Funds'
Shares."  Class B shares bear a higher 12b-1 fee than Class A shares,  currently
at the annual rate of up to 1.00%  (.50% for the Limited  Term Bond Fund) of the
Fund's  average net assets  attributable  to Class B shares.  See  "Distribution
Plan."  Class B shares  provide an  investor  the  benefit of putting all of the
investor's  dollars  to work from the time the  investment  is made,  but (until
conversion  to Class A shares)  will have a higher  expense  ratio and pay lower
dividends  than Class A shares due to the higher 12b-1 fee.  Class B shares will
automatically  convert  into Class A shares,  based on relative  net asset value
(without a sales charge),  on the first business day of the 85th month after the
purchase  date.  Class B shares  acquired  by  exchange  from  Class B shares of
another  Princor  fund will convert into Class A shares based on the time of the
initial  purchase.  At the same time, a pro rata portion of all shares purchased
through  reinvestment of dividends and distributions  would convert into Class A
shares, with that portion determined by the ratio that the shareholder's Class B
shares converting into Class A shares bears to the  shareholder's  total Class B
shares  that  were  not  acquired  through  dividends  and  distributions.   The
conversion  of Class B shares to Class A shares  is  subject  to the  continuing
availability  of a ruling  from the  Internal  Revenue  Service or an opinion of
counsel that such conversions will not constitute taxable events for Federal tax
purposes.  There  can be no  assurance  that  such  ruling  or  opinion  will be
available, and the conversion of Class B shares to Class A shares will not occur
if such ruling or opinion is not available.  In such event, Class B shares would
continue to be subject to higher  expenses than Class A shares for an indefinite
period.

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

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

     Shares of the funds may be  purchased  by mail or by telephone as described
in the Funds'  Prospectus.  Class B shares of the Money Market Funds may only be
purchased by an exchange from the Class B shares.

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

     Class R Shares.  Class R shares are  purchased  without  an  initial  sales
charge or a contingent  deferred  sales charge  ("CDSC").  Class R shares bear a
higher 12b-1 fee than Class A shares, currently at the annual rate of up to .75%
of  the  Fund's  average  net  assets   attributable  to  Class  R  shares.  See
"Distribution and Shareholder  Servicing Plans and Fees." Class R shares provide
an investor  the benefit of putting all of the  investor's  dollars to work from
the time the investment is made,  but (until  conversion to Class A shares) will
have a higher  expense ratio and pay lower  dividends than Class A shares due to
the  higher  12b-1 fee.  Class R shares  will  automatically  convert to Class A
shares, based on relative net asset value (without a sales charge), on the first
business day of the 49th month after the purchase date.  Class R shares acquired
by exchange from Class R shares of another  Princor fund will convert into Class
A shares  based on the  time of the  initial  purchase.  (See  "How to  Exchange
Shares".) At the same time, a pro rata portion of all shares  purchased  through
reinvestment of dividends and  distributions  would convert into Class A shares,
with that portion determined by the ratio that the shareholder's  Class R shares
converting into Class A shares bears to the  shareholder's  total Class R shares
that were not acquired through  dividends and  distributions.  The conversion of
Class R shares to Class A shares is subject to the continuing  availability of a
ruling  from the  Internal  Revenue  Service or an opinion of counsel  that such
conversions will not constitute  taxable events for Federal tax purposes.  There
can be no  assurance  that such  ruling or opinion  will be  available,  and the
conversion  of Class R shares to Class A shares will not occur if such ruling or
opinion is not  available.  In such event,  Class R shares would  continue to be
subject to higher expenses that Class A shares for an indefinite period.

     Purchasing  Class R Shares.  Class R shares are offered only to: (1) people
who receive lump sum distributions from certain retirement plans administered by
Principal  Mutual Life  Insurance  Company under the terms of a written  service
agreement  ("Administered  Employee Benefit Plans" or "AEBP") to fund Individual
Retirement  Accounts  ("IRA's")  and to  shareholders  of Class R shares for any
purpose;  and (2)  mortgagors  of mortgages  serviced by  Principal  Mutual Life
Insurance Company, its subsidiaries or affiliates.  Purchases are generally made
by completing an Account Application or a Princor IRA Application and mailing it
to Princor.  Shares will be issued at the offering price next computed after the
application is received at Princor's main office and Princor receives the amount
to be invested.  Generally,  the initial  amount to be invested in a Princor IRA
will be directly  transferred to Princor from the AEBP.  However,  in some cases
the investor will purchase shares by check.  If investing by check,  shares will
be issued at the offering  price next computed  after the completed  application
and check are received at Princor's  main office.  Subsequent  purchases will be
executed at the price next  computed  after receipt of the  investor's  check at
Princor's main office. All orders are subject to acceptance by the Fund or Funds
and Princor.

     Redemptions by shareholders  investing by check will be effected only after
payment has been  collected on the check,  which may take up to 15 days or more.
Investors  considering  redeeming or exchanging  shares  shortly after  purchase
should pay for those  shares with a certified  check,  bank  cashier's  check or
money order to avoid any delay in redemption, exchange or transfer.

OFFERING PRICE OF FUNDS' SHARES

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

     Class A shares
 
     Class A shares of the  Money  Market  Funds  are sold to the  public at net
asset  value;  no sales charge  applies to purchases of the Money Market  Funds.
Class A shares of the  Growth-Oriented  and  Income-Oriented  Funds,  except the
Limited  Term Bond Fund,  are sold to the  public at the net asset  value plus a
sales charge which ranges from a high 4.75% to a low of 0% of the offering price
(equivalent to a range of 4.99% to 0% of the net amount  invested)  according to
the schedule below. Class A shares of the Limited Term Bond Fund are sold to the
public at the net asset value plus a sales  charge  which  ranges from a high of
1.50% to a low of 0% of the offering  price  according  to the  schedule  below.
Selected dealers are allowed a concession as shown. At Princor's discretion, the
entire sales charge may at times be  reallowed to dealers.  In some  situations,
depending on the services  provided by the dealer,  the  concession may be less.
Any  dealer  allowance  on  purchases  not  involving  a  sales  charge  will be
determined  by  Princor.  Upon notice to all  broker-dealers  with whom it has a
selling agreement,  Princor may allow to broker-dealers  electing to participate
up to the full  applicable  sales  charge,  as shown in the table below,  during
periods and for transactions specified in such notice, and such reallowances may
be based in whole or in part upon  attainment of minimum  sales levels.  Certain
commercial banks may make shares of the Funds available to their customers on an
agency basis. Pursuant to the agreements between Princor and such banks all or a
portion  of the  sales  charge  paid by a bank  customer  in  connection  with a
purchase  of Fund  shares  may be  retained  by or  remitted  to the  bank.  The
Glass-Steagall Act prohibits banks from underwriting securities,  including fund
shares; the Act does,  however,  permit certain agency  transactions and banking
regulators  have  ruled  that  these  particular  agency  transactions  are  not
prohibited under the Act. The Fund will obtain a  representation  from the banks
doing  business  in Texas or  dealing  with  Texas  residents  that they will be
licensed as dealers as required by the Texas  Securities  Act, or that they will
not engage in activities which would constitute  acting as a "dealer" as defined
under the Act.

<TABLE>
<CAPTION>

                                          Sales Charge for
                                          All Funds Except              Sales Charge for              Dealer Allowance as
                                       Limited Term Bond Fund        Limited Term Bond Fund           % of Offering Price
                                        Sales Charge as % of:        Sales Charge as % of:             All Funds       Limited
                                         Offering        Amount       Offering        Amount      Except Limited        Term
         Amount of Purchase               Price         Invested        Price        Invested     Term Bond Fund      Bond Fund
<S>                                       <C>            <C>            <C>           <C>             <C>                <C>  
Less than $50,000                         4.75%          4.99%          1.50%         1.52%           4.00%              1.25%
$50,000 but less than $100,000            4.25%          4.44%          1.25%         1.27%           3.75%              1.00%
$100,000 but less than $250,000           3.75%          3.90%          1.00%         1.01%           3.25%              0.75%
$250,000 but less than $500,000           2.50%          2.56%          0.75%         0.76%           2.00%              0.50%
$500,000 but less than $1,000,000         1.50%          1.52%          0.50%         0.50%           1.25%              0.25%
$1,000,000 or more                   No Sales Charge       0%      No Sales Charge      0%             .75%              0.25%
</TABLE>

     Rights of Accumulation. The applicable sales charge is determined by adding
the  current  net asset  value of any Class A shares and Class B shares  already
owned by the  investor  to the  amount of the new  purchase.  The  corresponding
percentage  factor in the schedule is then  applied to the entire  amount of the
new  purchase.  For example,  if an investor  currently  owns Class A or Class B
shares with a value of $5,000 and makes an  additional  investment of $45,000 in
Class A shares of a  Growth-Oriented  Fund (the total of which equals  $50,000),
the charge  applicable to the $45,000  investment would be 4.25% of the offering
price.  If the  investor  purchases  shares of more than one Princor Fund at the
same time,  those  purchases are  aggregated and added to the net asset value of
the shares of Princor Funds already owned by the investor to determine the sales
charge for the new  purchase.  Class A shares of the Money  Market Funds are not
counted in  determining  either the amount of a new  purchase or the current net
asset value of shares already owned, unless the shares of the Money Market Funds
were  acquired in exchange for shares of other  Princor  Funds.  If the investor
purchases shares from a broker/dealer  other than Princor,  the dealer should be
advised of any shares already owned.

     Investments  made  by  an  individual,  or by an  individual's  spouse  and
dependent  children  purchasing  shares  for  their  own  account  or by a trust
primarily  for the benefit of such persons,  or by a trustee or other  fiduciary
purchasing for a single trust estate or single  fiduciary  account  (including a
pension,  profit-sharing,  or other employee-benefit trust created pursuant to a
plan qualified  under Section 401 of the Internal  Revenue Code) will be treated
as investments made by a single investor in calculating the sales charge.  Other
groups (as allowed by rules of the  Securities and Exchange  Commission)  may be
considered for a reduced sales charge.  An investor whose new account  qualifies
for a reduced  charge on the basis of other  accounts  owned by the  individual,
spouse or children,  should be certain to identify those accounts at the time of
the new application.

   
     Statement of  Intention.  Another  method is available by which a purchaser
may qualify for a reduced  sales charge on the purchase of Class A shares of the
Funds.  A purchaser  may execute a Statement of Intention  indicating  the total
amount (excluding reinvested dividends and capital gains distributions) intended
to be  invested  (including  all  investments  for the account of the spouse and
dependent  children or trusts for the benefit of such persons) in Class A shares
(except  Class A shares of the  Money  Market  Funds)  and Class B shares of the
Funds within a thirteen-month period (two-year period if the intended investment
is made by a trustee of a Section  401(a) plan or is equal to or greater than $1
million).  The Statement of Intention  may be submitted by a  shareholder  other
than a trustee  of a 401(a)  plan,  within  90 days  after the date of the first
purchase to be included within the Statement of Intention period. A trustee of a
401(a) plan must submit the  Statement  of  Intention at the time the first plan
purchase is made;  the  Statement  of Intention  may not be submitted  after the
initial plan purchase and the 90 day backdating is not available.  The Statement
of Intention  period will begin on the date of the first  purchase  included for
purposes of satisfying the  statement.  When an existing  shareholder  submits a
Statement of Intention,  the net asset value of all Class A shares (except Class
A shares of the Money  Market  Funds)  and Class B shares in that  shareholder's
account or accounts  combined for rights of accumulation  purposes,  is added to
the amount  that has been  indicated  will be  invested  during  the  applicable
period,  and the sales charge applicable to all purchases of Class A shares made
under the  Statement  of  Intention  is the sales  charge  which will apply to a
single purchase of this total amount.
    
     A Statement of Intention  may be entered into for any amount  provided such
amount,  when added to the net asset value of any shares already held, equals or
is in excess of the amount needed to qualify for a reduced sales charge.  In the
event a shareholder  invests an amount in excess of the indicated  amount,  such
excess will be allowed any further reduced sales charge for which it qualifies.

     The  Statement of Intention  provides for a price  adjustment if the amount
actually invested is less than the amount specified therein.  Sufficient Class A
shares  belonging to the  shareholder,  other than a shareholder  that is 401(a)
qualified plan trustee,  will be held in escrow in the shareholder's  account by
Princor to make up any difference in sales charges based on the amount  actually
purchased.  If the intended  investment is completed  within the  thirteen-month
period (or two-year period), such shares will be released to the shareholder. If
the total intended  investment is not completed  within that period shares will,
to the extent necessary, be redeemed and the proceeds used to pay the additional
sales charge due. A shareholder  that is 401(a)  qualified  plan trustee will be
billed by Princor Financial Services Corporation for any additional sales charge
due at the end of the two-year period. In any event, the sales charge applicable
to these  purchases  will be no more than the  applicable  sales  charge had the
shareholder  made all of such  purchases at one time. The Statement of Intention
does not constitute an obligation on the shareholder to purchase,  nor the Funds
to sell, the amount indicated.

     Purchases at Net Asset Value.  The following may purchase Class A shares of
the  Growth-Oriented  Funds and  Income-Oriented  Funds at the net asset  value,
without a sales charge:  (1)  Principal  Mutual Life  Insurance  Company and its
directly and indirectly owned  subsidiaries;  (2) Active and retired  directors,
officers and employees of the Fund, Principal Mutual Life Insurance Company, and
directly and indirectly  owned  subsidiaries of Principal  Mutual Life Insurance
Company (including  full-time  insurance agents of, and persons who have entered
into insurance brokerage contracts with, Principal Mutual Life Insurance Company
and its  directly  and  indirectly  owned  subsidiaries  and  employees  of such
persons);  (3) The  Principal  Financial  Group  Employee's  Credit  Union;  (4)
Non-ERISA  investment advisory clients of Invista Capital  Management,  Inc., an
indirectly  wholly-owned  subsidiary of Principal Mutual Life Insurance Company;
(5)  Sales  representatives  and  employees  of  sales  representatives  of  the
Distributor or other dealers  through which shares of the Fund are  distributed;
(6) Spouses,  surviving spouses and dependent children of the foregoing persons;
and (7) Trusts  primarily  for the  benefit of the  foregoing  individuals;  (8)
certain  "wrap  accounts" for the benefit of clients of Princor and other Broker
dealers or financial  planners  selected by Princor;  (9) Unit Investment Trusts
sponsored by Principal  Mutual Life  Insurance  Company,  and/or its directly or
indirectly  owned  subsidiaries;  and (10) certain employee welfare benefit plan
customers  of  Principal  Mutual Life  Insurance  Company for whom Plan  Deposit
Accounts are established.

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

     In addition,  investors who are clients of a registered  representative  of
Princor or other dealers  through which shares of the Funds are  distributed and
who has become  affiliated  with Princor or such other dealer within 180 days of
the date of the purchase of Class A shares of the Funds may purchase such shares
at net asset value  provided  that (i) the purchase is made within the first 180
days of the registered  representative's  affiliation with the firm involved (as
certified  by an  officer  or  partner  of the  firm);  and (ii) the  investment
represents the proceeds of a redemption  within that 180 day period of shares of
another  investment  company the  purchase of which  included a front- end sales
charge or the redemption of which  included a contingent  deferred sales charge;
and (iii) the investor  indicates on the account  application  that the purchase
qualifies for a net asset value  purchase and forwards to Princor either (a) the
redemption check  representing the proceeds of the shares redeemed,  endorsed to
the  order  of  Princor,  or  (b) a copy  of the  confirmation  from  the  other
investment  company  showing the redemption  transaction.  In the case of a wire
purchase  pursuant to this provision,  a copy of the confirmation from the other
investment  company  showing the redemption must be forwarded to and received by
Princor within 21 days following the date of purchase.  If the  confirmation  is
not provided  within the 21-day  period,  a sufficient  number of shares will be
redeemed from the  shareholder's  account to pay the otherwise  applicable sales
charge.  Investors  availing  themselves  of this option  should be aware that a
redemption  from another  mutual fund will be a taxable event and may be subject
to a surrender charge imposed by that fund.

     Also during the period  beginning  December 1, 1996 and ending  January 31,
1997 and the period  beginning  December 1, 1997 and ending  January  31,  1988,
investors  may  purchase  Class A shares of the Funds at net asset  value to the
extent that this investment represents the proceeds of a redemption,  within the
preceding 60 days,  of shares (the  purchase  price of which  shares  included a
front-end  sales charge on the  redemption  of which was subject to a contingent
deferred sales charge) of another investment company.  When making a purchase at
net asset value  pursuant to this  provision,  the investor must indicate on the
account  application that the purchase  qualifies for a net asset value purchase
and must forward to Princor either (i) the  redemption  check  representing  the
proceeds  of the shares  redeemed,  endorsed  to the order of Princor  Financial
Services  Corporation,  or  (ii)  a copy  of the  confirmation  from  the  other
investment  company showing the redemption  transactions.  In the case of a wire
purchase  pursuant to this provision,  a copy of the confirmation from the other
investment  company  showing the redemption must be forwarded to and received by
Princor within 21 days following the date of purchase.  If the  confirmation  is
not provided  within the 21-day  period,  a sufficient  number of shares will be
redeemed from the  shareholder's  account to pay the otherwise  applicable sales
charge.

     Purchases  at a  Reduced  Sales  Charge.  A  reduced  sales  charge is also
available for purchases of Class A shares of the Funds,  except the Limited Term
Bond Fund, to the extent that the investment represents either the proceeds from
a total surrender of a Pension Builder Annuity Contract ( an unregistered  fixed
annuity contract issued by Principal Mutual Life Insurance Company) or the death
benefit  proceeds of one or more life  insurance  policies or annuity  contracts
(other than an annuity contract issued to fund an employer-sponsored  retirement
plan that is not a SEP,  salary deferral 403(b) plan or HR-10 plan) of which the
shareholder  is a  beneficiary  if one or more of such  policies or contracts is
issued by Principal Mutual Life Insurance Company, or any directly or indirectly
owned subsidiary of Principal Mutual Life Insurance Company, and such investment
is made in any  Princor  fund  within  one year  after  the date of death of the
insured.  (Shareholders should seek advice from their tax advisors regarding the
tax  consequences of distributions  from annuity  contracts.) Such shares may be
purchased  at net asset value plus a sales  charge  which  ranges from a high of
2.50% to a low of 0% of the offering price (equivalent to a range of 2.56% to 0%
of the net amount invested) according to the schedule below:

                                    Sales Charge as a % of:
                                                      Net  Dealer Allowance as %
                                       Offering      Amount     of Offering
     Amount of Purchase                 Price       Invested       Price 
               Less than $500,000       2.50%        2.56%         2.10%
$500,000 but less than $1,000,000       1.50%        1.52%         1.25%
               $1,000,000 or more  No Sales Charge     0%           .75%

     Sales Charges for Employer-Sponsored Plans

     Administered  Employee Benefit Plans. Class A shares of the Growth-Oriented
Funds and  Income-Oriented  Funds, except Princor Limited Term Bond Fund and, in
certain  circumstances,  Princor Tax-Exempt Bond Fund which is not available for
certain retirement plans, are sold at net asset value to stock bonus, pension or
profit sharing plans that meet the requirements for qualification  under Section
401 of the Internal  Revenue Code of 1986, as amended,  certain  Section  403(b)
Plans, Section 457 Plans and other Non-qualified Plans administered by Principal
Mutual  Life  Insurance   Company  pursuant  to  a  written  service   agreement
("Administered Employee Benefit Plans"). The service agreement between Principal
Mutual Life Insurance Company and the employer relating to the administration of
the plan  includes a charge  payable by the employer for any  commissions  which
Princor is  authorized to pay in connection  with such sales.  Principal  Mutual
Life Insurance Company in turn pays the amount of these charges to Princor.  The
commission  payable  by  Princor  in  connection  with  any  such  sale  will be
determined in accordance with one of the following schedules:


                                   Schedule 1
 Amount of Plain Contributions*                Amount Payable by Employer as
          In each year                        a Percent of Plan Contributions 

         The first $5,000                                4.50%
          The next $5,000                                3.00%
          The next $5,000                                1.70%
         The next $35,000                                1.40%
         The next $50,000                                0.90%
        The next $400,000                                0.60%
     Excess over $500,000                                0.25%




                                   Schedule 2

      Schedule 2 Schedule 1
            The first $50,000                            3.00%
             The next $50,000                            2.00%
            The next $400,000                            1.00%
          The next $2,500,000                            0.50%
       Excess over $3,000,000                            0.25%

*    Plan  contributions  directed to an annuity  contract  issued by  Principal
     Mutual  Life  Insurance   Company  to  fund  the  plan  are  combined  with
     contributions  directed to the Funds to determine the applicable commission
     charge.
     

     Generally,  the  commission  level  described  in Schedule 2 will apply for
salary  deferral  Plans and the  commission  level  described in Schedule 1 will
apply to other plans. No commission will be payable by the employer if shares of
the Funds  used to fund an  Administered  Employee  Benefit  Plan are  purchased
through a registered  representative of Princor Financial  Services  Corporation
who is also a Group Insurance  Representative  employee of Principal Mutual Life
Insurance Company.

     Plans Other than Administered  Employee Benefit Plans.  Shares of the Funds
are offered to fund  certain  sponsored  Princor  plans.  These plans  currently
include  certain  qualified  retirement  plans (stock  bonus,  pension or profit
sharing plans that meet the requirements for qualification  under Section 401 of
the Internal  Revenue Code of 1986,  as amended),  Simplified  Employee  Pension
Plans ("SEPs"), Salary Reduction Simplified Employee Pension Plans ("SAR/SEPs"),
Non- Qualified Deferred Compensation Plans, Payroll Deduction Plans ("PDPs") and
certain  Association  Plans.  A PDP is a plan  other  than a 403(b)  plan,  that
provides for  investments  to be made by or through an employer on behalf of the
employees by means of periodic payroll deductions,  or otherwise. An Association
Plan is an arrangement  whereby an association  enters into a written  agreement
with Princor  permitting the solicitation of the  association's  members.  Other
types of sponsored plans may be added in the future.

     When establishing an employer-sponsored  plan, the employer chooses whether
to fund the plan with either Class A shares or Class B shares. If Class A shares
are used to fund the plan,  all plan  investments  will be  treated as made by a
single  investor to determine  whether a reduced sales charge is available.  The
sales charge for purchases of less than $250,000 is 3.75% as a percentage of the
offering  price and 3.90% of the net amount  invested.  The regular sales charge
table for Class A shares  applies to purchases of $250,000 or more.  Plan assets
will not be combined with  investments  made outside of the plan by an employee,
the  employee's  spouse and  dependent  children,  or trusts  primarily  for the
benefit of such  persons,  to  determine  the sales  charge  applicable  to such
investments.  Investments made by plan participants outside of the plan will not
be included  with plan assets to determine  the sales charge  applicable  to the
plan.

     If Class B shares  are  used to fund  the plan and a plan  participant  has
$250,000 or more  invested in Class B shares,  Class A shares will be  purchased
with plan  contributions  attributable to the plan participant,  unless the plan
participant elects otherwise.

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

     Class B shares

     Class B shares are sold without an initial  sales  charge,  although a CDSC
will be imposed if you redeem shares within six years of purchase. The following
types of shares may be redeemed  without charge at any time: (i) shares acquired
by reinvestment of distributions and (ii) shares otherwise exempt from the CDSC,
as  described  below.  Subject to the  foregoing  exclusions,  the amount of the
charge is determined  as a percentage of the lesser of the current  market value
or the cost of the shares being redeemed.  Therefore,  when a share is redeemed,
any increase in its value above the initial purchase price is not subject to any
CDSC.  The  amount of the CDSC  will  depend  on the  number of years  since you
invested and the dollar amount being redeemed, according to the following table:

                                      Contingent Deferred Sales Charge as a
                                   ercentage of Dollar Amount Subject to Charge
       Years Since Purchase            All Funds Except 
           Payments Made           Limited Term Bond Fund Limited Term Bond Fund
          2 years or less                    4.0%                   1.25%
 more than 2 years, up to 4 years            3.0%                   0.75%
 more than 4 years, up to 5 years            2.0%                   0.50%
 more than 5 years, up to 6 years            1.0%                   0.25%
         more than 6 years                   None                    None

     In determining  whether a CDSC is payable on any redemption,  the Fund will
first  redeem  shares not  subject to any charge,  and then shares held  longest
during the six-year period.  For information on how sales charges are calculated
if shares are exchanged, see "How to Exchanges Shares" in the Prospectus.

     The CDSC will be waived on redemptions of Class B shares in connection with
the following types of transactions:

     a.   Shares redeemed due to a shareholder's death;                     

     b.   Shares redeemed due to the shareholder's disability, as defined in the
          Internal Revenue Code of 1986 (the "Code"), as amended;

     c.   Shares redeemed from retirement plans to satisfy minimum  distribution
          rules under the Code;

     d.   Shares redeemed to pay surrender charges;

     e.   Shares redeemed to pay retirement plan fees;

     f.   Shares redeemed  involuntarily  from small balance accounts (values of
          less than $300);

     g.   Shares redeemed  through a systematic  withdrawal plan that permits up
          to 10% of the value of a shareholder's  Class B shares of a particular
          Fund on the last business day of December of each year to be withdrawn
          automatically in equal monthly installments throughout the year;

     h.   Shares  redeemed  from a retirement  plan to assure the plan  complies
          with Sections 401(k), 401(m), 408(k) and 415 of the Code; or

     i.   Shares redeemed from  retirement  plans qualified under Section 401(a)
          of  the  Code  due  to  the  plan  participant's  death,   disability,
          retirement or separation from service after attaining age 55.

     Underwriting fees from the sale of shares for the periods indicated were as
follows:


   
                                               Underwriting Fees for
                                           Fiscal Years Ended October 31,
                                        1996            1995           1994
Balanced Fund                      $   448,584     $   266,479    $   658,322
Blue Chip Fund                         469,388         168,419        131,074
Bond Fund                              637,949         476,813        925,482
Capital Accumulation Fund              988,680         611,180        821,157
Cash Management Fund                     1,013
Emerging Growth Fund                 2,112,480       1,293,597      1,345,381
Government Securities Income Fund    1,233,811         835,393      2,607,934
Growth Fund                          1,813,439       1,237,015      1,111,124
High Yield Fund                        164,687          93,608        106,780
Limited Term Bond Fund                  56,766
Tax-Exempt Bond Fund                   698,730         584,221      1,283,198
Tax-Exempt Cash Management Fund          1,631
Utilities                              370,724         288,533        987,252
World Fund                             951,553         739,560      1,558,089

     *    Period from  February  29, 1996 (Date  Operations  Commenced)  through
          October 31, 1996.
    
DISTRIBUTION PLAN

     Rule 12b-1 of the Investment  Company Act of 1940 (the "Act"),  as amended,
permits a mutual  fund to  finance  distribution  activities  and bear  expenses
associated  with the  distribution of its shares provided that any payments made
by the Fund are made pursuant to a written plan adopted in  accordance  with the
Rule. A majority of the Board of Directors of each Fund, including a majority of
the Directors who have no direct or indirect financial interest in the operation
of the Plan or any  agreements  related to the Plan and who are not  "interested
persons" as defined in the Act,  adopted  the  Distribution  Plans as  described
below.  No such Plan was adopted for Class A shares of the Money  Market  Funds.
Shareholders  of each class of shares of each Fund  approved the adoption of the
Plan for their respective class of shares.


     Class A  Distribution  Plan.  Each of the Funds,  except  the Money  Market
Funds, has adopted a distribution plan for the Class A shares.  The Class A Plan
provides that the Fund will make payments from its assets to Princor pursuant to
this  Plan to  compensate  Princor  and  other  selling  Dealers  for  providing
shareholder  services to existing Fund shareholders and rendering  assistance in
the  distribution  and  promotion of the Fund Class A shares to the public.  The
Fund will pay  Princor a fee  after the end of each  month at an annual  rate no
greater  than 0.25% (.15% for the Limited Term Bond Fund) of the daily net asset
value of the Fund.  Princor  will  retain  such  amounts as are  appropriate  to
compensate for actual expenses  incurred in distributing  and promoting the sale
of the Fund shares to the public but may remit on a continuous  basis up to .25%
(.15% for the Limited Term Bond Fund) to  Registered  Representatives  and other
selected Dealers (including for this purpose, certain financial institutions) as
a trail fee in recognition of their services and assistance.

     Class B Distribution  Plan.  Each Class B Plan provides for payments by the
Fund to Princor at the annual  rate of up to 1.00%  (.50% for the  Limited  Term
Bond  Fund) of the  Fund's  average  net asset  attributable  to Class B shares.
Princor also  receives the proceeds of any CDSC imposed on  redemptions  of such
shares.

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

     Class R Distribution  Plan.  Each of the Funds,  except the Tax-Exempt Bond
Fund and Tax- Exempt Cash Management Fund, have adopted a distribution  plan for
the Class R shares.  Each  Class R Plan  provides  for  payments  by the Fund to
Princor  at the  annual  rate of up to .75% of the  Fund's  average  net  assets
attributable to Class R shares.

     Although  Class R shares are sold without an initial sales charge,  Princor
incurs  certain  distribution  expenses.  In  addition,  Princor  may remit on a
continuous  basis up to .25% to Registered  Representatives  and other  selected
Dealers (including, for this purpose, certain financial institutions) as a trail
fee in recognition of their ongoing services and assistance.

     General  Information  Regarding  Distribution  Plans. A  representative  of
Princor  will  provide  to the  Fund's  Board of  Directors,  and the Board will
review, at least quarterly, a written report of the amounts expended pursuant to
the Plans and the purposes for which such expenditures were made.

     Whether any expenditure under the Plans is subject to a state expense limit
will depend upon the nature of the  expenditure  and the terms of the state law,
regulation or order imposing the limit. Any expenditure  subject to such a limit
will be  included  in the  Fund's  total  operating  expenses  for  purposes  of
determining compliance with the expense limit.

     If  expenses  under  a Plan  exceed  the  compensation  limit  for  Princor
described in the Plan in any one fiscal year,  the Fund will not carry over such
expenses to the next fiscal year. The Funds have no legal  obligation to pay any
amount pursuant to this Plan that exceeds the compensation limit. The Funds will
not pay, directly or indirectly,  interest, carrying charges, or other financing
costs in  connection  with the Plans.  If the  aggregate  payments  received  by
Princor under a Plan in any fiscal year exceed the expenditures  made by Princor
in that year pursuant to the Plan,  Princor will promptly reimburse the Fund for
the amount of the excess.

     The amount  received from each Fund and retained by Princor during the year
ended October, 31, 1996 and the manner in which such amounts were spent pursuant
to the Class A Distribution Plan for the last fiscal period of each of the Funds
were as follows:

<TABLE>
<CAPTION>
                                                                         EXPENDITURES
                                        Prospectus and
                                          Shareholder              Registered              Underwriter's
                               Amount       Report       Sales   Representative            Salaries and      Total
           Fund               Retained     Printing    Brochures Sales MaterialsService Fees Overhead    Expenditures

<S>                             <C>               <C>     <C>            <C>         <C>          <C>          <C>    
   
Balanced                        159,729           1,785   10,195         11,092      80,350       56,307       159,729
Blue Chip                        95,828           1,185    7,693          8,138      37,474       41,338        95,828
Bond                            244,835           1,731   10,429         10,132     168,614       53,929       244,835
Capital Accumulation            416,069           2,178   12,798         14,927     315,007       71,159       416,069
Emerging Growth                 446,631           3,335   27,215         25,992     278,009      112,080       446,631
Government Securities Income    474,444           1,971   11,561         13,882     386,859       60,171       474,444
Growth                          438,368           3,132   18,588         23,117     291,578      101,953       438,368
High Yield                       63,145           1,046    6,010          5,529      18,843       31,717        63,145
Limited Term Bond                13,310              64    1,271          2,755         553        8,667        13,310
Tax-Exempt Bond                 360,610           1,687    9,164         10,964     286,578       52,217       360,610
Utilities                       167,170           1,525    8,867          9,152     100,217       47,409       167,170
World                           288,755           2,443   14,497         15,573     179,604       76,638       288,755
</TABLE>
    

     The amount  received  from each Fund and  retained  by  Princor  during the
period ended  October,  31, 1996 and the manner in which such amounts were spent
pursuant to the Class B Distribution  Plan for the last fiscal period of each of
the Funds were as follows:
 

<TABLE>
<CAPTION>
                                                                        EXPENDITURES


                                      Prospectus and        Registered            Underwriter's
                              Amount   Shareholder   Sales Representative         Salaries and               Total
           Fund              Retained Report PrintinBrochurSales MateriService FeesOverhead  Commmissions Expenditures

<S>                           <C>          <C>        <C>         <C>        <C>       <C>          <C>         <C>   
   
Balanced                      33,602       318        1,920       2,234      5,896     11,288       11,946      33,602
Blue Chip                     36,7352      438        2,251       2,550      6,601     12,165       12,730      36,735
Bond                          51,640      445 0       2,536       2,903      9,392     15,124       21,240      51,640
Capital Accumulation          50,652     379 34       2,359       2,763      8,497     13,352       23,302      50,652
Cash Management                 734         1           263          38        247        185            0         734
Emerging Growth              159,146       915        6,077       7,428     32,904     32,935       78,987     159,146
Government Securities Income  73,944      524 4       3,174       3,649     15,133     18,464       33,000      73,944
Growth                        136,277      784        5,109       6,171     27,433     27,883       68,897     136,277
High Yield                    12,779      173 2       1,205       1,183      2,635      6,222        1,541      12,779
Limited Term Bond               172         1            17          11         51         84            8         172
Tax-Exempt Bond               36,155       351        1,974       2,132      8,821     11,662       11,215      36,155
Tax-Exempt Cash Management      208         0           188           0          1         19            0         208
Utilities                     46,379       556        3,201       3,647     11,288     18,521        9,166      46,379
World                         85,717       609        4,030       4,871     17,477     22,619       36,111      85,717
</TABLE>

     The amount  received  from each Fund and  retained  by  Princor  during the
period ended  October,  31, 1996 and the manner in which such amounts were spent
pursuant to the Class R Distribution  Plan for the last fiscal period of each of
the Funds were as follows:

<TABLE>
<CAPTION>
                                                                         EXPENDITURES
                                        Prospectus and
                                          Shareholder              Registered              Underwriter's
                               Amount       Report       Sales   Representative            Salaries and     Total
           Fund               Retained     Printing    Brochures Sales MaterialsService Fees Overhead    Expenditures

<S>                              <C>           <C>         <C>         <C>          <C>         <C>           <C>
Balanced                         631           0           2           10           135         484           631
Blue Chip                       1,353          0           3           21           202        1,127        1,353
Bond                             467           0           1            5           104         357           467
Capital Accumulation            1,406          0           3           16           347        1,040        1,406
Cash Management                  937           0           0            0           141         796           937
Emerging Growth                 1,544          0           3           15           245        1,281        1,544
Government Securities Income     435           0           1            3           117         314           435
Growth                          1,361          0           2           13           280        1,066        1,361
High Yield                       115           0           1            3            18          93           115
Limited Term Bond                58            0           1            4            2           51           58
Utilities                        332           0           1            5            92         234           332
World                          1,042           0           3           13           138         888         1,042
</TABLE>
    

     A Plan may be terminated at any time by vote of a majority of the Directors
who are not interested persons (as defined in the Act), or by vote of a majority
of the outstanding  voting  securities of the class of shares of a Fund to which
the Plan  relates.  Any  change in a Plan that  would  materially  increase  the
distribution  expenses of a class of shares of a Fund  provided  for in the Plan
requires  approval  of the  shareholders  of the class of  shares to which  such
increase would relate.

     While a  Distribution  Plan is in  effect  for a Fund,  the  selection  and
nomination  of  Directors  who are not  interested  persons of that Fund will be
committed to the discretion of the Directors who are not interested persons.

   
     Each  Plan  will  continue  in  effect  from  year  to  year as long as its
continuance is specifically approved at least annually by a majority vote of the
directors of the Fund including a majority of the non-interested  directors. The
Plans for all  Classes of shares  were last  approved  by each  Fund's  Board of
Directors,  including a majority of the non-interested directors, on December 9,
1996.
    

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

Growth-Oriented and Income-Oriented Funds

     The net asset  values  of the  shares  of each of the  Growth-Oriented  and
Income-Oriented  Funds are determined  daily,  Monday through Friday,  as of the
close of trading on the New York Stock Exchange, except on days on which changes
in the value of a Fund's  portfolio  securities  will not materially  affect the
current  net asset value of that Fund's  redeemable  securities,  on days during
which a Fund  receives  no  order  for the  purchase  or sale of its  redeemable
securities  and no tender of such a security  for  redemption,  and on customary
national  business  holidays.  The Funds treat as  customary  national  business
holidays  those  days on which the New York  Stock  Exchange  is closed  for New
Year's Day (January 1), Washington's  Birthday (third Monday in February),  Good
Friday (variable date between March 20 and April, 23,  inclusive),  Memorial Day
(last Monday in May),  Independence  Day (July,  4), Labor Day (first  Monday in
September),  Thanksgiving  Day (fourth  Thursday in November)  and Christmas Day
(December  25).  The net asset value per share for each class of shares for each
Fund is determined by dividing the value of securities in the Fund's  investment
portfolio plus all other assets attributable to that class, less all liabilities
attributable  to that  class,  by the  number  of  Fund  shares  of  that  class
outstanding.  Securities  for which  market  quotations  are readily  available,
including options and futures traded on an exchange, are valued at market value,
which  is  for  exchanged-listed  securities,  the  closing  price;  for  United
Kingdom-listed  securities,  the market-maker provided price; and for non-listed
equity  securities,   the  bid  price.  Non-listed  corporate  debt  securities,
government  securities  and  municipal  securities  are usually  valued using an
evaluated  bid price  provided  by a pricing  service.  If  closing  prices  are
unavailable for exchange-listed  securities,  generally the bid price, or in the
case  of debt  securities  an  evaluated  bid  price,  is  used  to  value  such
securities.  When reliable  market  quotations  are not considered to be readily
available,  which may be the case,  for  example,  with  respect to certain debt
securities,  preferred stocks, foreign securities and over-the-counter  options,
the investments are valued by using market quotations, prices provided by market
makers, which may include dealers with which the Fund has executed transactions,
or  estimates  of market  values  obtained  from  yield  data and other  factors
relating to instruments or securities with similar characteristics in accordance
with procedures established in good faith by the Board of Directors.  Securities
with remaining maturities of 60 days or less are valued at amortized cost. Other
assets are valued at fair value as determined  in good faith through  procedures
established by the Board of Directors of the Fund.

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

Money Market Funds

     The net asset  value of each  class of  shares of each of the Money  Market
Funds  is  determined  at the  same  time  and on the  same  days as each of the
Growth-Oriented  Funds and  Income-Oriented  Funds as described  above.  The net
asset  value  per share for each  class of  shares of each Fund is  computed  by
dividing  the  total  value of the  Fund's  securities  and other  assets,  less
liabilities, by the number of Fund shares outstanding.

     All  securities  held  by the  Money  Market  Funds  will be  valued  on an
amortized  cost basis.  Under this method of valuation,  a security is initially
valued  at  cost;   thereafter,   the  Fund  assumes  a  constant  proportionate
amortization  in value until maturity of any discount or premium,  regardless of
the impact of  fluctuating  interest  rates on the market value of the security.
While this method  provides  certainty  in  valuation,  it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price that would be received upon sale of the security.

     Use of the  amortized  cost  valuation  method  by the Money  Market  Funds
requires each Fund to maintain a dollar weighted  average maturity of 90 days or
less and to purchase only obligations that have remaining maturities of 397 days
or less or have a variable or floating rate of interest. In addition,  each Fund
can invest only in  obligations  determined  by its Board of  Directors to be of
high quality with minimal credit risks.

     The Board of Directors  for each of the Money Market Funds has  established
procedures designed to stabilize,  to the extent reasonably possible, the Fund's
price per share as computed for the purpose of sales and  redemptions  at $1.00.
Such  procedures  include a directive to the Manager to test price the portfolio
or specific  securities thereof on a weekly basis using a mark-to- market method
of valuation to determine possible  deviations in the net asset value from $1.00
per share.  If such  deviation  exceeds 1/2 of 1%, the Board of  Directors  will
promptly consider what action, if any, will be initiated. In the event the Board
of  Directors  determines  that a deviation  exists which may result in material
dilution  or other  unfair  results  to  shareholders,  the Board will take such
corrective action as it regards as appropriate, including: the sale of portfolio
instruments  prior to maturity;  the  withholding  of dividends;  redemptions of
shares in kind;  the  establishment  of a net asset  value per share  based upon
available market quotations; or splitting, combining or otherwise recapitalizing
outstanding shares. The Fund may also reduce the number of shares outstanding by
redeeming proportionately from shareholders, without the payment of any monetary
compensation,  such  number of full and  fractional  shares as is  necessary  to
maintain the net asset value at $1.00 per share.

PERFORMANCE CALCULATION

     Each of the Princor Funds may from time to time  advertise its  performance
in terms of total return or yield for each class of shares. The figures used for
total return and yield are based on the historical  performance of a Fund,  show
the  performance of a  hypothetical  investment and are not intended to indicate
future performance. Total return and yield will vary from time to time depending
upon market  conditions,  the  composition  of a Fund's  portfolio and operating
expenses.  These  factors  and  possible  differences  in the  methods  used  in
calculating  performance  figures  should be considered  when comparing a Fund's
performance to the performance of some other kind of investment.

   
     A Fund may also  include in its  advertisements  performance  rankings  and
other  performance-  related  information  published by independent  statistical
services  or  publishers,  such  as  Lipper  Analytical  Services,  Weisenberger
Investment Companies Services, Money Magazine,  Forbes, The Wall Street Journal,
Baron's,  Changing  Times,  Fortune,  U.S.  News,  W. R.  Kipplinger's  Personal
Finance,  USA Today,  Investment  Advisor and Stanger's  Investment  Advisor and
comparisons of the performance of a Fund to that of various market indices, such
as the S&P 500 Index,  Valueline,  Dow Jones Industrials  Index,  Morgan Stanley
Capital  International  EAFE  (Europe,  Australia  and Far East) Index and World
Index, Dow Jones Utility Index with Income,  Lehman Brothers GNMA Index, Salomon
Brothers  Investment  Grade Bond Index and Bond Buyer  Municipal  Index,  Lehman
Brothers BAA Corporate Index,  Lehman Brothers High Yield Index, Lehman Brothers
Municipal  Bond  Index,  Lehman  Brothers  Revenue  Bond  Index,  Merrill  Lynch
Corporate   Government   Bond   Index,   Lehman   Brothers   Mutual  Fund  Short
Government/Corporate   Index  and  the  Lehman  Brothers  Government   Corporate
Intermediate Index.
    

Total Return

     When advertising total return figures,  each of the  Growth-Oriented  Funds
and Income-Oriented  Funds will include its average annual total return for each
of the one-,  five- and  ten-year  periods (or for such  shorter  periods as the
registration  statement  for the relevant  class has been in effect) that end on
the last day of the most recent calendar quarter. Average annual total return is
computed by calculating  the average annual  compounded  rate of return over the
stated  period  that would  equate an initial  $1,000  investment  to the ending
redeemable  value assuming the  reinvestment  of all dividends and capital gains
distributions  at net asset value. In its  advertising,  a Fund may also include
average annual total return for some other period or cumulative total return for
a  specified  period.  Cumulative  total  return is  computed  by  dividing  the
difference between the ending redeemable value (assuming the reinvestment of all
dividends  and capital gains  distributions  at net asset value) and the initial
investment  by the initial  investment.  Total  return  calculations  assume the
payment  of the  maximum  front-end  load (in the case of Class A shares) or the
applicable CDSC (in the case of Class B shares). Average annual total return and
cumulative  total  return may also be  calculated  for a specified  period which
reflect  reduced sales charges or which reflect no sales charge or CDSC in order
to illustrate the change in a Fund's net asset value over time.

     The following  table shows as of October 31, 1996 average annual return for
Class A shares for each of the Funds for the periods indicated:


   
          Fund                  1-Year            5-Year           10-Year
Balanced                         9.69               9.68           10.15 (1)
Blue Chip                       12.64              11.33           11.13 (2)
Bond                             -.18               7.60            9.00 (1)
Capital Accumulation            20.47              13.32           11.38
Emerging Growth                 11.40              14.98           16.73 (1)
Government Securities Income     1.08               6.18            7.94
Growth                           5.40              12.46           13.19
High Yield                       6.63               9.06            7.77 (1)
Limited Term Bond                2.07 (3)
Tax-Exempt Bond                  1.10               6.25            6.95
Utilities                        3.05               6.14 (4)
World                           12.80              11.69            8.53

(1) Period beginning December 18, 1987 and ending October 31, 1996.
(2) Period beginning March 1, 1991 and ending October 31, 1996.
(3) Period beginning February 29, 1996 and ending October 31, 1996.
(4) Period beginning December 16, 1992 and ending October 31, 1996.
    

     The following  table shows as of October 31, 1996 average annual return for
Class B shares for each of the Funds for the period indicated:



   
               Fund                     1-Year           5-Year(1)
Balanced                                 10.10              15.54
Blue Chip                                13.18              21.57
Bond                                      0.00              9.42
Capital Accumulation                     21.19             25.00
Emerging Growth                          12.07             25.39
Government Securities Income              1.19              9.17
Growth                                    5.80             19.61
High Yield                                6.46             10.08
Limited Term Bond                       2.07(2)
Tax-Exempt Bond                           1.23             10.18
Utilities                                 3.23             14.47
World                                    13.16             12.32

(1) Period beginning December 9, 1994 and ending October 31, 1996.
(2) Period beginning February 29, 1996 and ending October 31, 1996.

     The following  table shows as of October 31, 1996 average annual return for
Class R shares for each of the Funds for the period indicated:


                 Fund               1 Year(1)

Balanced                              7.52
Blue Chip                             7.02
Bond                                  3.75
Capital Accumulation                12.74
Emerging Growth                       6.20
Government Securities Income          3.76
Growth                                1.12
High Yield                            5.60
Limited Term Bond                     3.24
Utilities                              -.31
World                                 9.29

(1)  Period beginning February 29, 1996 and ending October 31, 1996.
    

Yield

Income-Oriented Funds

     Each of the  Income-Oriented  Funds calculates its yield by determining its
net investment income per share for a 30-day (or one month) period,  annualizing
that figure  (assuming  semi-annual  compounding) and dividing the result by the
maximum  public  offering  price for  Class A shares or the net asset  value for
Class B and Class R shares for the last day of the same  period.  The  following
table  shows as of October  31, 1996 the yield for each class of shares for each
of the Income-Oriented Funds:


   
                                         Yield As of October 31, 1996
                Fund               Class A           Class B     Class R
Bond Fund                               6.15          5.71        6.04
Government Securities Income Fund       5.98          5.80        5.73
High Yield Fund                         8.11          7.56        7.89
Limited Term Bond Fund                  5.42          5.25        5.01
Tax-Exempt Bond Fund                    4.84          4.27         N/A
Utilities Fund                          3.89          3.58        3.77
    

     The Tax-Exempt  Bond Fund may advertise a  tax-equivalent  yield,  which is
calculated  by dividing  that  portion of the yield which is  tax-exempt  by one
minus a stated income tax rate and adding the product to that  portion,  if any,
of the  yield  which is not  tax-exempt.  As of  October  31,  1996  the  Fund's
tax-equivalent yields for Class A and Class B shares were as follows:

   
                   Tax-Equivalent Yield                    Assumed
              Class A             Class B                 Tax Rate
               6.72                5.93                     28.0%
               7.56                6.67                     36.0%
               8.01                7.07                     39.6%
    
 
Money Market Funds

     Each of the Money Market Funds may  advertise  its yield and its  effective
yield  and  the  Tax-Exempt   Cash   Management  Fund  may  also  advertise  its
tax-equivalent yield.

   
     Yield is  computed by  determining  the net  change,  exclusive  of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one share at the  beginning of the period,  subtracting  a  hypothetical  charge
reflecting deductions from shareholder accounts,  and dividing the difference by
the value of the account at the  beginning of the base period to obtain the base
period return,  and then  multiplying the base period return by (365/7) with the
resulting yield figure carried to at least the nearest hundredth of one percent.
As of October 31,  1996,  the Cash  Management  Fund's yield for Class A shares,
Class B shares and Class R shares was 4.95%, 3.97% and 4.49%, respectively,  and
the  Tax-Exempt  Cash  Management  Fund's  yield for Class A shares  and Class B
shares was 3.04% and 2.18%,  respectively.  Because  realized  capital  gains or
losses in a Fund's portfolio are not included in the calculation, the Fund's net
investment  income per share for yield  purposes may be  different  from the net
investment income per share for dividend purposes, which includes net short-term
realized gains or losses on the Fund's portfolio.

     Effective  yield is computed by  determining  the net change,  exclusive of
capital changes,  in the value of a hypothetical  pre-existing  account having a
balance of one share at the beginning of the period,  subtracting a hypothetical
charge  reflecting  deductions  from  shareholder  accounts,  and  dividing  the
difference  by the value of the account at the  beginning  of the base period to
obtain the base period return,  and then  compounding  the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7, and  subtracting
1 from the result.  The resulting  effective yield figure is carried to at least
the  nearest  hundredth  of one  percent.  As of  October  31,  1996,  the  Cash
Management Fund's effective yield for Class A shares, Class B shares and Class R
shares  was  5.07%,  4.05% and  4.59%,  respectively,  and the  Tax-Exempt  Cash
Management  Fund's  effective  yield for Class A shares  and Class B shares  was
3.09% and 2.20%, respectively.
    

     Tax equivalent yield for the Tax-Exempt Cash Management Fund is computed by
dividing that portion of the yield or effective yield which is tax-exempt by one
minus a stated income tax rate and adding the product to that  portion,  if any,
of the yield or effective yield which is not tax-exempt.  As of October 31, 1996
the Fund's  tax-equivalent yield and tax-equivalent  effective yield for Class A
shares and Class B shares were as follows:

   
   Tax-Equivalent Yield       Tax-Equivalent Effective Yield       Assumed
Class A         Class B         Class A              Class B      Tax-Rate
 4.22            3.03            4.29                 3.06          28.0%
 4.75            3.41            4.83                 3.44          36.0%
 5.03            3.61            5.12                 3.64          39.6%
    

     The yield quoted at any time for one of the Money  Market Funds  represents
the amount that was earned during a specific,  recent  seven-day period and is a
function of the  quality,  types and length of maturity  of  instruments  in the
Fund's portfolio and the Fund's operating  expenses.  The length of maturity for
the portfolio is the average dollar  weighted  maturity of the  portfolio.  This
means that the portfolio has an average  maturity of a stated number of days for
its  issues.  The  calculation  is  weighted  by  the  relative  value  of  each
investment.

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

     A Fund  may  include  in  its  advertisements  the  compounding  effect  of
reinvested dividends over an extended period of time as illustrated below.

The Power of Compounding

     Fund  shareholders  who  choose to  reinvest  their  distributions  get the
     advantage of compounding.  Here's what happens to a $10,000 investment with
     monthly  income  reinvested at 6 percent,  8 percent and 10 percent over 20
     years.

     These figures assume no  fluctuation in the value of principal.  This chart
     is for  illustration  purposes only and is not intended as an indication of
     the results a shareholder  may receive as a shareholder of a specific Fund.
     The return and capital value of an  investment in a Fund will  fluctuate so
     that the value, when redeemed,  may be worth more or less than the original
     cost.

(chart)
Year     6%      8%         10%
  0   $10,000   $10,000  $10,000
 20   $32,071   $46,610  $67,275 


     A Fund may also include in its advertisements an illustration of the impact
of income taxes and  inflation  on earnings  from bank  certificates  of deposit
("CD's"). The interest rate on the hypothetical CD will be based upon average CD
rates for a stated  period as  reported  in the Federal  Reserve  Bulletin.  The
illustrated annual rate of inflation will be the core inflation rate as measured
by the Consumer Price Index for the 12-month  period ended as of the most recent
month prior to the advertisement's  publication. The illustrated income tax rate
may include any federal  income tax rate  applicable to  individuals at the time
the  advertisement  is published.  Any such  advertisement  will indicate  that,
unlike  bank CD's,  an  investment  in the Fund is not  insured nor is there any
guarantee  that the Fund's net asset  value or any  stated  rate of return  will
remain constant.

   
     An example of a typical  calculation  included in such advertisements is as
follows: the after-tax and inflation-adjusted  earnings on a bank CD, assuming a
$10,000  investment in a six-month bank CD with an annual interest rate of 5.51%
(monthly average  six-month CD rate for the month of October,  1996, as reported
in the  Federal  Reserve  Bulletin)  and an  inflation  rate of  3.00%  (rate of
inflation  for the  12-month  period  ended  October 31, 1996 as measured by the
Consumer Price Index) and an income tax bracket of 28% would be $(49).

($10,000 x 5.51%) / 2 = $276 Interest for six-month period
                      -   77 Federal income taxes (28%)
                      -  150 Inflation's impact on invested principal
                             ($10,000 x 3.0%) / 2
                       ($ 49) After-tax, inflation-adjusted earnings
    

     A  Fund  may  also  include  in  its   advertisements  an  illustration  of
tax-deferred  accumulation versus currently taxable  accumulation in conjunction
with the  Fund's  use as a  funding  vehicle  for  403(b)  plans,  IRAs or other
retirement plans. The illustration set forth below assumes a monthly  investment
of $200, an annual return of 8% compounded monthly, and a 28% tax bracket.

     The  information  is for  illustrative  purposes  only and is not  meant to
represent  the  performance  of any of the Princor  Funds.  An investment in the
Princor Funds is not guaranteed;  values and returns generally vary with changes
in market conditions.

                           Tax-deferred vs. taxable savings plan

                          _______________________________________  $300,059

                          _______________________________________

                          _______________________________________  $192,844

                          _______________________________________

                          _______________________________________
 
                          _______________________________________

                          _______________________________________
                   Years:  5    10    15    20    25    30

 $300,059                   With a tax-deferred savings plan
 $192,844                   Without a tax-deferred savings plan



TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other requirements,  each Fund intends to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund so qualifies,  it will be exempt from federal income tax upon the amount so
distributed  to  investors.  The Tax Reform Act of 1986 imposed an excise tax on
mutual funds which fail to distribute net investment income and capital gains by
the end of the calendar year in accordance  with the provisions of the Act. Each
Fund intends to comply with the Act's requirements and to avoid this excise tax.

     Dividends from net  investment  income will be eligible for a 70% dividends
received  deduction  generally  available to  corporations  to the extent of the
amount of qualifying dividends received by the Funds from domestic  corporations
for  the  taxable   year.   Distributions   from  the  Money  Market  Funds  and
Income-Oriented Funds (except Princor Utilities Fund) are generally not eligible
for the corporate dividend received deduction.

     All taxable  dividends  and capital  gains are taxable in the year in which
distributed,  whether  received  in cash or  reinvested  in  additional  shares.
Dividends  declared  with a record date in December  and paid in January will be
deemed to have been  distributed  to  shareholders  in December.  Each Fund will
inform  its  shareholders  of the  amount  and  nature of their  taxable  income
dividends and capital gain distributions. Dividends from a Fund's net income and
distributions  of capital gains,  if any, may also be subject to state and local
taxation.

     The Fund will be  required in certain  cases to  withhold  and remit to the
U.S.  Treasury 31% of ordinary income dividends and capital gain dividends,  and
the  proceeds  of  redemption  of shares,  paid to any  shareholder  (1) who has
provided either an incorrect tax identification  number or no number at all, (2)
who is subject to backup withholding by the Internal Revenue Service for failure
to report the receipt of interest or dividend  income  properly,  or (3) who has
failed to certify to the Fund that it is not  subject to backup  withholding  or
that it is a corporation or other "exempt recipient."

     A  shareholder  will  recognize  gain or loss on the sale or  redemption of
shares of the Fund in an amount equal to the difference  between the proceeds of
the sales or redemption and the shareholder's  adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the  shareholder
purchases  other  shares of the Fund  within 30 days before or after the sale or
redemption.  In general,  any gain or loss  arising  from (or treated as arising
from) the sale or redemption  of shares of the Fund will be  considered  capital
gain or loss and will be long-term  capital gain or loss if the shares were held
for longer than one year.  However,  any capital  loss arising from the sales or
redemption  of shares  held for six  months or less  will be  disallowed  to the
extent of the amount of  exempt-interest  dividends  received on such shares and
(to the extent not  disallowed)  will be treated as a long-term  capital loss to
the extent of the amount of capital  gain  dividends  received  on such  shares.
Capital  losses in any year are  deductible  only to the extent of capital gains
plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.

     If a shareholder  (i) incurs a sales load in acquiring  shares of the Fund,
(ii) disposes of such shares less than 91 days after they are acquired and (iii)
subsequently acquires shares of the Fund or another fund at a reduced sales load
pursuant  to a right  to  reinvest  at  such  reduced  sales  load  acquired  in
connection  with the  acquisition of the shares disposed of, then the sales load
on the shares  disposed of (to the extent of the  reduction in the sales load on
the shares subsequently acquired) shall not be taken into account in determining
gain or loss on the shares  disposed  of but shall be treated as incurred on the
acquisition of the shares subsequently acquired.

     Shareholders should consult their own tax advisors as to the federal, state
and  local  tax  consequences  of  ownership  of  shares  of the  Funds in their
particular circumstances.
 
Special Tax Considerations

     Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund

     The Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund also intend to
qualify to pay "exempt-interest dividends" to their respective shareholders.  An
exempt-interest  dividend is that part of dividend  distributions made by either
Fund which  consist of interest  received by that Fund on  tax-exempt  Municipal
Obligations.  Shareholders  incur no  federal  income  taxes on  exempt-interest
dividends.  However, these exempt-interest  dividends may be taxable under state
or  local  law.   Fund   shareholders   that  are   corporations   must  include
exempt-interest  dividends  in  determining  whether  they  are  subject  to the
corporate  alternative minimum tax.  Exempt-interest  dividends that derive from
certain  private  activity bonds must be included by individuals as a preference
item in  determining  whether they are subject to the  alternative  minimum tax.
Each Fund may also pay ordinary  income  dividends and distribute  capital gains
from time to time. Ordinary income dividends and distributions of capital gains,
if any, are taxable for federal purposes.

     If a  shareholder  receives an  exempt-interest  dividend  with  respect to
shares of the Funds  held for six  months or less,  then any loss on the sale or
exchange  of such  shares,  to the  extent of the  amount of such  dividend,  is
disallowed.  If a  shareholder  receives a capital gain dividend with respect to
shares  held for six months or less,  then any loss on the sale or  exchange  of
such shares will be treated as a long term  capital loss to the extent such loss
exceeds any  exempt-interest  dividend received with respect to such shares, and
will be disallowed to the extent of such exempt-interest dividend.

     Interest on indebtedness incurred or continued by a shareholder to purchase
or carry  shares  of  either  of these  Funds  is not  deductible.  Furthermore,
entities  or persons who are  "substantial  users" (or  related  persons)  under
Section  147(a) of the Code of  facilities  financed by private  activity  bonds
should consult their tax advisors before purchasing shares of the Funds.

     From time to time,  proposals have been introduced  before Congress for the
purpose of  restricting  or  eliminating  the federal  income tax  exemption for
interest on Municipal  Obligations.  If any such  legislation  as enacted  would
eliminate or significantly reduce the availability of Municipal Obligations,  it
could  adversely  affect the ability of the Funds to  continue  to pursue  their
respective  investment  objectives and policies.  In such event, the Funds would
reevaluate their investment objectives and policies.

     World Fund

     If under the investment  manager's  flexible  investment  policy, the World
Fund  should  invest  the  greater  part of its  assets  abroad  (as to which no
assurance  can be given),  then in each fiscal  year when,  at the close of such
year,  more than 50% of the value of the Fund's  total  assets are  invested  in
securities of foreign  corporations,  the Fund may elect pursuant to Section 853
of the Code to permit its  Shareholders  to take a credit (or a  deduction)  for
foreign income taxes paid by the Fund. In that case, Shareholders should include
in their  report of gross income in their  federal  income tax returns both cash
dividends  received  from the Fund and also the amount which the Fund advises is
their pro rata portion of foreign income taxes paid with respect to, or withheld
from,  dividends  and  interest  paid to the Fund from its foreign  investments.
Shareholders  would then be entitled to subtract from their federal income taxes
the amount of such taxes  withheld,  or treat such foreign  taxes as a deduction
from  gross  income,  if that  should  be more  advantageous.  As in the case of
individuals  receiving income directly from foreign sources, the above-described
tax credit or tax deduction is subject to certain  limitations.  Shareholders or
prospective  shareholders  should  consult  their  tax  advisors  on  how  these
provisions apply to them.

     Futures Contracts and Options

     As  previously  discussed,  some of the Princor Funds may invest in futures
contracts  or options  thereon,  index  options or options  traded on  qualified
exchanges. For federal income tax purposes,  capital gains and losses on futures
contracts  or options  thereon,  index  options or options  traded on  qualified
exchanges  are  generally  treated  as 60%  long-term  and  40%  short-term.  In
addition,  the Funds  must  recognize  any  unrealized  gains and losses on such
positions  held at the end of the fiscal  year. A Fund may elect out of such tax
treatment,  however,  for a  futures  or  options  position  that  is part of an
"identified  mixed  straddle"  such as a put option  purchased with respect to a
portfolio  security.  Gains and losses on futures  and  options  included  in an
identified mixed straddle will be considered 100% short-term and unrealized gain
or loss on such  positions  will  not be  realized  at year  end.  The  straddle
provisions of the Code may require the deferral of realized losses to the extent
that a Fund has unrealized gains in certain  offsetting  positions at the end of
the fiscal  year,  and may also require  recharacterization  of all or a part of
losses on certain offsetting positions from short-term to long-term,  as well as
adjustment of the holding periods of straddle positions.

     Short-Term Capital Gains

     One of the  requirements  each  Fund must meet to  qualify  as a  regulated
investment company under federal tax law is that it must derive less than 30% of
its gross income from gains on the sale or other  disposition of securities held
for less than three months. Accordingly, each Fund will be restricted in selling
securities  held or considered  under Code rules to have been held for less than
three  months  and in  engaging  in  certain  transactions  to  obtain  or close
positions in options and futures contracts.

     Taxation of IRA Distributions

     Distributions  from IRAs are  taxed as  ordinary  income to the  recipient,
although  special  rules  exist  for  the  tax-free  return  of   non-deductible
contributions.  In addition, taxable distributions received from an IRA prior to
age 59 1/2 are subject to 10%  penalty  tax in  addition to regular  income tax.
Certain   distributions   are  exempted   from  this   penalty  tax,   including
distributions  following  the  participant's  death  or  disability  or  if  the
distribution  is paid  as  part of a  series  of  substantially  equal  periodic
payments made for the life (or life  expectancy) of the participant or the joint
lives (or joint life  expectancies)  of the  participant  and the  participant's
designated beneficiary.

     Generally,  distributions from IRAs must commence not later than April 1 of
the calendar year following the calendar year in which the  participant  attains
age 70 1/2,  and such  distributions  must be made  over a period  that does not
exceed  the  life   expectancy  of  the  participant  (or  the  participant  and
beneficiary.)  A penalty  tax of 50% would be imposed on any amount by which the
minimum  required   distribution  in  any  year  exceeded  the  amount  actually
distributed  in that year. In addition,  in the vent that the  participant  dies
before  his or her  entire  interest  in  the  IRA  has  been  distributed,  the
participant's  entire  interest must be distributed at least as rapidly as under
the method of distribution  being used as of the date of that person's death. If
the  shareholder  dies prior to beginning  any  distributions  from the IRA, the
entire  interest in the IRA will be distributed  (1) within five years after the
date of the  participant's  death or (2) as periodic  payments  which will begin
within one year of the participant's  death and which will be made over the life
expectancy  of  the  participant's  designated  beneficiary.   However,  if  the
participant's  designated  beneficiary is the surviving  spouse,  the IRA may be
continued with the surviving spouse deemed to be the new IRA participant.

     The Code  permits  the  taxable  portion  of funds to be  transferred  in a
tax-free rollover from a qualified  employer pension,  profit-sharing,  annuity,
bond purchase or tax-deferred  annuity plan to an IRA if certain  conditions are
met,  and if the  rollover  of assets  is  completed  within  60 days  after the
distribution from the qualified plan is received. A direct rollover of funds may
avoid a 20% federal tax withholding  generally  applicable to qualified plans or
tax-deferred annuity plan distributions.  In addition,  not more frequently than
once every twelve  months,  amounts may be rolled over  tax-free from one IRA to
another,   subject  to  the  60-day  limitation  and  other  requirements.   The
once-per-year  limitation  on  rollovers  does not apply to direct  transfers of
funds between IRA custodians or trustees.

GENERAL INFORMATION AND HISTORY

     The Balanced Fund was incorporated  under the laws of Maryland on November,
26, 1986.  Effective December 5, 1994, its name was changed from Princor Managed
Fund, Inc. to Princor Balanced Fund, Inc.

     The  Emerging  Growth Fund was  incorporated  under the laws of Maryland on
February 20, 1987.  Effective  March 1, 1992,  its name was changed from Princor
Aggressive Growth Fund, Inc. to Princor Emerging Growth Fund, Inc.

FINANCIAL STATEMENTS

     The financial  statements  for each of the Princor Funds for the year ended
October  31,  1996 will be provided by  amendment.  The Annual  Reports  will be
furnished  without  charge,  to investors who request copies of the Statement of
Additional Information.

APPENDIX A

Description of Bond Ratings:

Moody's Investors Service, Inc. Bond Ratings

Aaa:

Bonds which are rated Aaa are judged to be of the best  quality.  They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally  stable margin
and  principal is secure.  While the various  protective  elements are likely to
change,  such  changes  as can be  visualized  are most  unlikely  to impair the
fundamentally strong position of such issues.

Aa:

Bonds  which are rated Aa are  judged to be of high  quality  by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater  amplitude or there may be other  elements  present which make
the long-term risks appear somewhat larger than in Aaa securities.

A:

Bonds which are rated A possess many favorable investment  attributes and are to
be  considered as upper medium grade  obligations.  Factors  giving  security to
principal  and interest  are  considered  adequate,  but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa:

Bonds which are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such  bonds  lack  outstanding  investment  characteristics  and  in  fact  have
speculative characteristics as well.

Ba:

Bonds which are rated Ba are judged to have speculative  elements;  their future
cannot be  considered  as  well-assured.  Often the  protection  of interest and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

B:

Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.


Caa:

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

Ca:

Bonds which are rated Ca represent  obligations  which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C:

Bonds which are rated C are the lowest  rated class of bonds and issues so rated
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

     CONDITIONAL  RATING:   Bonds  for  which  the  security  depends  upon  the
completion  of  some  act  or  the  fulfillment  of  some  condition  are  rated
conditionally.   These  bonds   secured  by  (a)  earnings  of  projects   under
construction,  (b) earnings of projects unseasoned in operation experience,  (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches.  Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

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

     SHORT-TERM  NOTES: The four ratings of Moody's for short-term notes are MIG
1,  MIG 2,  MIG 3 and  MIG 4;  MIG 1  denotes  "best  quality,  enjoying  strong
protection  from  established  cash flows";  MIG 2 denotes  "high  quality" with
"ample  margins  of  protection";  MIG 3 notes are of  "favorable  quality...but
lacking the  undeniable  strength of the preceding  grades";  MIG 4 notes are of
"adequate  quality,  carrying  specific  risk for  having  protection...and  not
distinctly or predominantly speculative."

Description of Moody's Commercial Paper Ratings

     Moody's  Commercial  Paper  ratings  are  opinions  of the ability to repay
punctually  promissory  obligations not having an original maturity in excess of
nine months. Moody's employs the following three designations,  all judged to be
investment grade, to indicate the relative repayment capacity of rated issuers:

          Issuers  rated  Prime-1 (or related  supporting  institutions)  have a
superior capacity for repayment of short-term promissory obligations.

          Issuers  rated  Prime-2 (or related  supporting  institutions)  have a
strong capacity for repayment of short-term promissory obligations.

          Issuers rated  Prime-3 (or related  supporting  institutions)  have an
acceptable capacity for repayment of short-term promissory obligations.

          Issuers  rated Not Prime do not fall  within  any of the Prime  rating
categories.

Description of Standard & Poor's Corporation's Debt Ratings:

     A  Standard  &  Poor's  debt  rating  is  a  current   assessment   of  the
creditworthiness  of an obligor  with  respect to a  specific  obligation.  This
assessment may take into consideration obligors such as guarantors, insurers, or
lessees.

     The  debt  rating  is not a  recommendation  to  purchase,  sell  or hold a
security,  inasmuch as it does not comment as to market price or suitability for
a particular investor.

     The ratings  are based on current  information  furnished  by the issuer or
obtained  by Standard & Poor's from other  sources  Standard & Poor's  considers
reliable.  Standard & Poor's  does not perform an audit in  connection  with any
rating and may,  on  occasion,  rely on  unaudited  financial  information.  The
ratings may be changed,  suspended  or  withdrawn  as a result of changes in, or
unavailability of, such information, or for other circumstances.

     The ratings are based, in varying degrees, on the following considerations:

     I.   Likelihood of default -- capacity and willingness of the obligor as to
          the  timely   payment  of  interest  and  repayment  of  principal  in
          accordance with the terms of the obligation;

     II.  Nature of and provisions of the obligation;

     III. Protection  afforded by, and relative  position of, the  obligation in
          the event of bankruptcy, reorganization or other arrangement under the
          laws of bankruptcy and other laws affecting creditor's rights.

          AAA: 

          Debt rated "AAA" has the highest rating assigned by Standard & Poor's.
          Capacity to pay interest and repay principal is extremely strong.

          AA:

          Debt rated "AA" has a very strong  capacity to pay  interest and repay
          principal  and  differs  from the  highest-rated  issues only in small
          degree.

          A:

          Debt  rated  "A" has a  strong  capacity  to pay  interest  and  repay
          principal  although they are somewhat more  susceptible to the adverse
          effects of changes in circumstances and economic  conditions than debt
          in higher-rated categories.

          BBB:

          Debt rated "BBB" is  regarded  as having an  adequate  capacity to pay
          interest and repay principal.  Whereas it normally  exhibits  adequate
          protection   parameters,   adverse  economic  conditions  or  changing
          circumstances  are more  likely to lead to a weakened  capacity to pay
          interest and repay  principal  for debt in this category than for debt
          in higher-rated categories.

          BB, B, CCC, CC:

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

          C:

          The rating "C" is  reserved  for income  bonds on which no interest is
          being paid.


          D:

          Debt rated "D" is in default, and payment of interest and/or repayment
          of principal is in arrears.

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

          Provisional  Ratings:  The  letter  "p"  indicates  that the rating is
          provisional. A provisional rating assumes the successful completion of
          the project being financed by the bonds being rated and indicates that
          payment of debt service  requirements is largely or entirely dependent
          upon the successful and timely completion of the project. This rating,
          however,  while addressing credit quality  subsequent to completion of
          the  project,  makes no comment on the  likelihood  of, or the risk of
          default upon failure of, such completion. The investor should exercise
          his own judgment with respect to such likelihood and risk.

          NR:

          Indicates   that  no  rating  has  been   requested,   that  there  is
          insufficient  information on which to base a rating or that Standard &
          Poor's does not rate a particular  type of  obligation  as a matter of
          policy.

Standard & Poor's, Commercial Paper Ratings

     A Standard & Poor's Commercial Paper Rating is a current  assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.  Ratings are graded  into four  categories,  ranging  from "A" for the
highest  quality  obligations  to "D" for the lowest.  Ratings are applicable to
both  taxable  and  tax-exempt  commercial  paper.  The four  categories  are as
follows:

          A:

          Issues assigned the highest rating are regarded as having the greatest
          capacity for timely  payment.  Issues in this category are  delineated
          with the numbers 1, 2 and 3 to indicate the relative degree of safety.

          A-1 This  designation  indicates  that the degree of safety  regarding
          timely  payment is either  overwhelming  or very  strong.  Issues that
          possess  overwhelming  safety  characteristics  will  be  given  a "+"
          designation.

          A-2 Capacity  for timely  payment on issues with this  designation  is
          strong.  However,  the relative degree of safety is not as high as for
          issues designated "A-1".

          A-3 Issues carrying this designation have a satisfactory  capacity for
          timely  payment.  They are,  however,  somewhat more vulnerable to the
          adverse effects of changes in circumstances than obligations  carrying
          the highest designations.

          B:

          Issues rated "B" are regarded as having only an adequate  capacity for
          timely  payment.  However,  such  capacity  may be damaged by changing
          conditions or short-term adversities.

          C:

          This rating is assigned to short-term debt obligations with a doubtful
          capacity for payment.

          D:

          This  rating  indicates  that the  issue is either  in  default  or is
          expected to be in default upon maturity.

     The Commercial Paper Rating is not a  recommendation  to purchase or sell a
security.  The ratings are based on current information  furnished to Standard &
Poor's by the issuer and  obtained by  Standard & Poor's  from other  sources it
considers  reliable.  The ratings may be changed,  suspended,  or withdrawn as a
result of changes in or unavailability of, such information.

          Standard & Poor's rates notes with a maturity of less than three years
          as follows:

          SP-1 A very strong, or strong, capacity to pay principal and interest.
          Issues that possess overwhelming safety  characteristics will be given
          a "+" designation.

          SP-2 A satisfactory capacity to pay principal and interest.

          SP-3 A speculative capacity to pay principal and interest.

<PAGE>
                                     PART C
                                OTHER INFORMATION


Item 24.       Financial Statements and Exhibits

               (a)   Financial Statements included in the Registration Statement
                      (1)   Part A:
                            Financial Highlights for each of the eight years in 
                            the period ended October 31, 1996 and for the period
                            from December 18, 1987 through  October 31, 1988.
                      (2)   Part B:
                                  None
                      (b)   Exhibits
                            (1a)  Articles Supplementary (Filed 2/26/96)
                            (1b)  Articles of Amendment and Restatement 
                                  (Filed 2/26/96)
                            (2)   Bylaws (Filed 2/26/96)
                            (5a)  Management Agreement (Filed 2/26/96)
                            (5b)  Investment Service Agreement (Filed 2/26/96)
                            (5c)  Sub-Advisory Agreement (Filed 2/26/96)
                            (6a)  Distribution Agreement (Filed 2/26/96)
                            (6b)  Princor Funds' Application
                            (6c)  Princor Funds' R Share Application 
                                  (Filed (10/17/96) 
                            (8a)  Custody Agreement (Filed 2/26/96)
                            (9a)  Dealer Selling Agreement (Filed 2/26/96)
                            (10)  Opinion of Counsel (Filed 2/26/96)
                            (11)  Consent of Independent Auditors
                            (12)  Audited Financial Statements as of October 31,
                                  1996, including the Report of Ernst & Young
                                  LLP, independent auditors for the Registrant.
                            (13)  Investment Letter (Filed 2/26/96)
                            (14a) Principal Mutual IRA Plan (Filed 12/14/95)
                            (14b) Principal Mutual SEP Plan (Filed 12/14/95)
                            (14c) Principal Mutual 403(b) Plan (Filed 12/14/95)
                            (14d) Principal Mutual IRA Plan - R Shares 
                                  (Filed 2/26/96)
                            (15a) 12b-1 Plan - Class A Shares (Filed 12/14/95)
                            (15b) 12b-1 Plan - Class B Shares (Filed 12/14/95)
                            (15r) 12b-1 Plan - Class R Shares (Filed 12/14/95)
                            (16)  Performance Quotations-Class B Shares
                                  (Filed 12/14/95)
                            (16a) Performance Quotations-Class A Shares 
                                  (Filed 2/26/96)
                            (16c) Performance Quotations-Class R Shares
                            (18)  Multiple Class Distribution Plan 
                                  (Filed 2/26/96)

Item 25.     Persons Controlled by or Under Common Control with Depositor

                      Principal Mutual Life Insurance Company (incorporated as a
                      mutual  life  insurance  company  under the laws of Iowa);
                      Sponsored the  organization of the following mutual funds,
                      some of which it  controls  by  virtue  of  owning  voting
                      securities:

                         Principal  Asset  Allocation  Fund,  Inc.  (a  Maryland
                         Corporation)  100.0%  of  shares  outstanding  owned by
                         Principal   Mutual  Life  Insurance   Company  and  its
                         separate accounts on December 3, 1996.

                         Principal  Aggressive  Growth  Fund,  Inc.  (a Maryland
                         Corporation)  100.0%  of  shares  outstanding  owned by
                         Principal   Mutual  Life  Insurance   Company  and  its
                         separate accounts on December 3, 1996.

                         Princor  Balanced  Fund,  Inc.a  Maryland  Corporation)
                         7.03% of shares  outstanding owned by Principal Mutual
                         Life Insurance Company on December 3, 1996.

                         Principal Balanced Fund, Inc. (a Maryland  Corporation)
                         100.0% of shares  outstanding owned by Principal Mutual
                         Life  Insurance  Company and its  separate  accounts on
                         December 3, 1996.

                         Princor Blue Chip Fund,  Inc. (a Maryland  Corporation)
                         1.98% of shares  outstanding  owned by Principal Mutual
                         Life Insurance Company on December 3, 1996.

                         Princor Bond Fund, Inc. (a Maryland  Corporation) 1.62%
                         of shares  outstanding  owned by Principal  Mutual Life
                         Insurance Company on December 3, 1996.

                         Principal  Bond Fund,  Inc.  (a  Maryland  Corporation)
                         100.0% of shares  outstanding owned by Principal Mutual
                         Life  Insurance  Company and its  separate  accounts on
                         December 3, 1996.

                         Princor  Capital  Accumulation  Fund,  Inc. (a Maryland
                         Corporation)  41.86%  of  outstanding  shares  owned by
                         Principal  Mutual  Life  Insurance  Company on December
                         3, 1996.

                         Principal Capital  Accumulation  Fund, Inc. (a Maryland
                         Corporation)  100.0%  of  outstanding  shares  owned by
                         Principal   Mutual  Life  Insurance   Company  and  its
                         Separate Accounts on December 3, 1996.

                         Princor  Cash   Management   Fund,   Inc.  (a  Maryland
                         Corporation)  0.85%  of  outstanding  shares  owned  by
                         Principal  Mutual  Life  Insurance  Company  (including
                         subsidiaries and affiliates) on December 3, 1996.

                         Princor   Emerging   Growth  Fund,   Inc.  (a  Maryland
                         Corporation)  0.61%  of  shares  outstanding  owned  by
                         Principal  Mutual  Life  Insurance  Company on December
                         3, 1996.

                         Principal   Emerging  Growth  Fund,  Inc.  (a  Maryland
                         Corporation)  100.0%  of  shares  outstanding  owned by
                         Principal   Mutual  Life  Insurance   Company  and  its
                         Separate Accounts on December 3, 1996.

                         Princor  Government  Securities  Income  Fund,  Inc. (a
                         Maryland Corporation) 0.39% of shares outstanding owned
                         by Principal Mutual Life Insurance  Company on December
                         3, 1996

                         Principal Government  Securities Fund, Inc. (a Maryland
                         Corporation)  100.0%  of  shares  outstanding  owned by
                         Principal   Mutual  Life  Insurance   Company  and  its
                         Separate Accounts on December 3, 1996.

                         Princor  Growth  Fund,  Inc. (a  Maryland  Corporation)
                         0.54% of outstanding  shares owned by Principal  Mutual
                         Life Insurance Company on December 3, 1996.

                         Principal  Growth Fund,  Inc. (a Maryland  Corporation)
                         100.0% of  outstanding  shares  are owned by  Principal
                         Mutual Life Insurance Company and its Separate Accounts
                         on December 3, 1996.

                         Princor High Yield Fund, Inc. (a Maryland  Corporation)
                         29.11% of shares  outstanding owned by Principal Mutual
                         Life Insurance Company on December 3, 1996.

                         Principal High Yield Fund, Inc.(a Maryland Corporation)
                         100.0% of shares  outstanding owned by Principal Mutual
                         Life  Insurance  Company and its  Separate  Accounts on
                         December 3, 1996.

                         Princor  Limited  Term  Bond  Fund,  Inc.  (a  Maryland
                         Corporation)  57.16%  of  shares  outstanding  owned by
                         Principal   Mutual  Life  Insurance   Company  and  its
                         separate accounts on December 3, 1996.

                         Principal   Money   Market   Fund,   Inc.  (a  Maryland
                         Corporation)  100.0%  of  shares  outstanding  owned by
                         Principal   Mutual  Life  Insurance   Company  and  its
                         Separate Accounts on December 3, 1996.

                         Principal   Special  Markets  Fund,  Inc.  (a  Maryland
                         Corporation)  59.05% of the shares  outstanding  of the
                         International  Securities  Portfolio  and 83.55% of the
                         shares  outstanding of the  Mortgage-Backed  Securities
                         Portfolio were owned by Principal Mutual Life Insurance
                         Company on December 3, 1996.

                         Princor   Tax-Exempt   Bond  Fund,   Inc.  (a  Maryland
                         Corporation)  0.57%  of  shares  outstanding  owned  by
                         Principal  Mutual  Life  Insurance  Company on December
                         3, 1996

                         Princor   Tax-Exempt  Cash  Management  Fund,  Inc.  (a
                         Maryland Corporation) 1.00% of shares outstanding owned
                         by Principal Mutual Life Insurance  Company on December
                         3, 1996

                         Princor  Utilities Fund, Inc. (a Maryland  Corporation)
                         1.36% of shares  outstanding  owned by Principal Mutual
                         Life Insurance Company on December 3, 1996.

                         Princor  World  Fund,  Inc.  (a  Maryland  Corporation)
                         17.66% of shares  outstanding owned by Principal Mutual
                         Life Insurance Company on December 3, 1996.

                         Principal  World Fund,  Inc.  (a Maryland  Corporation)
                         100.0% of shares  outstanding owned by Principal Mutual
                         Life Insurance Company on December 3, 1996.

                      Subsidiaries   organized  and  wholly-owned  by  Principal
                      Mutual Life Insurance Company:

                         Principal Life Insurance  Company (an Iowa Corporation)
                             A general insurance and annuity company.  It is not
                             currently active.

                         Principal  Holding  Company  (an  Iowa  Corporation)  A
                             holding company  wholly-owned  by Principal  Mutual
                             Life Insurance Company.

                         PT  Asuransi Jiwa Principal Egalita Indonesia

                      Subsidiaries wholly-owned by Principal Holding Company:

                      a.    Petula Associates, Ltd. (an Iowa Corporation) a real
                            estate development company.

                      b.    Patrician Associates, Inc.(a California Corporation)
                            a real estate development company.

                      c.    Principal Development Associates, Inc. (a California
                            Corporation) a real estate development company.

                      d.    Princor Financial Services Corporation (an Iowa
                            Corporation) a registered broker-dealer.

                      e.    Invista Capital Management, Inc. (an Iowa
                            Corporation) a registered investment adviser.

                      f.    Principal Marketing Services, Inc. (a Delaware
                            Corporation) a corporation formed to serve as an
                            interface between marketers and manufacturers of
                            financial services products.

                      g.    The Principal Financial Group, Inc. (a Delaware
                            corporation) a general business corporation
                            established in connection with the new corporate
                            identity.  It is not currently active.

                      h.    Delaware Charter Guarantee & Trust Company (a
                            Delaware Corporation) a nondepository trust company.

                      i.    Principal Securities Holding Corp. (a Delaware
                            Corporation) a holding company.

                      j.    Principal Health Care, Inc. (an Iowa Corporation) a
                            developer and administrator of managed care systems.

                      k.    Principal Financial Advisors, Inc. (an Iowa
                            Corporation) a registered investment advisor.

                      l.    Principal Asset Markets, Inc.(an Iowa Corporation) a
                            residential mortgage loan broker.

                      m.    Principal Portfolio Services, Inc. (an Iowa
                            Corporation) a mortgage due diligence company.

                      n.    Principal International, Inc.(an Iowa Corporation) a
                            company formed for the purpose of international
                             business development.

                      o.    Principal Spectrum Associates, Inc. (a California
                            Corporation) a real estate development company.

                      p.    Principal Commercial Advisors, Inc. (an Iowa
                            Corporation) a company that purchases and manages
                            commercial real estate in the secondary market.

                      q.    Principal FC, Ltd. (an Iowa Corporation) a limited
                            purpose investment corporation.

                      r.    Principal Residential Mortgage, Inc. (an Iowa
                            Corporation) a full service mortgage banking company

                      s.    Equity FC, LTD. (an Iowa Corporation) engaged in
                            investment transactions including limited
                            partnership and limited liability companies.

                      Subsidiaries organized and wholly-owned by Princor
                      Financial Services Corporation:

                      a.    Princor Management Corporation (an Iowa Corporation)
                            a registered investment advisor.

                      b.    Principal Investors Corporation (a New Jersey
                            Corporation) a registered broker-dealer with the
                            Securities Exchange Commission.  It is not currently
                            active.

                      Subsidiary wholly owned by Principal Securities Holding
                      Corporation:

                            Principal Financial Securities, Inc. (a Delaware
                            Corporation) an investment banking and securities
                            brokerage firm.

                      Subsidiaries organized and wholly-owned by Principal
                      Health Care, Inc.:

                      a.    Principal Health Care of Illinois, Inc. (an Illinois
                            Corporation) a health maintenance organization.

                      b.    Principal Health Care of Nebraska, Inc.  (a Nebraska
                            Corporation) a health maintenance organization.

                      c.    Principal Health Care of Delaware, Inc. (a Delaware
                            Corporation) a health maintenance organization.

                      d.    Principal Health Care of Georgia, Inc.  (a Georgia
                            Corporation) a health maintenance organization.

                      e.    Principal Health Care of Kansas City, Inc. (a
                            Missouri Corporation) a health maintenance
                            organization.

                      f.    Principal Health Care of Louisiana, Inc.(a Louisiana
                            Corporation) a health maintenance organization.

                      g.    Principal Health Care of Florida, Inc. (a Florida
                            Corporation) a health maintenance organization.

                      h.    United Health Care Services of Iowa, Inc. (an Iowa
                            Corporation) a preferred provider organization.

                      i.    Principal Health Care of Iowa, Inc. (an Iowa
                            Corporation) a health maintenance organization.

                      j.    Principal Health Care of Indiana, Inc. (a Delaware
                            Corporation) a health maintenance organization.

                      k.    Principal Behavioral Health Care, Inc. (an Iowa
                            Corporation) a mental and nervous substance abuse
                            preferred provider organization.

                      l.    America's Health Plan, Inc. (a Maryland Corporation)
                            a developer of discount provider networks.

                      m.    Principal Health Care of Tennessee, Inc.(a Tennesse
                            Corporation) a health maintenance organization.

                      n.    Principal Health Care of Texas, Inc. ( a Texas
                            Corporation) a health maintenance organization.

                      o.    Principal Health Care of The Carolinas (a North
                            Carolina Corporation) a health maintenance
                            organization.

                      p.    Principal Health Care of South Carolina, Inc. (a
                            South Carolina Corporation) a health maintenance
                            organization

                      q.    Principal Health Care of Pennsylvania, Inc. (a 
                            Pennsylvania Corporation) It is not currently 
                            active.

                      r.    Principal Health Care of St. Louis, Inc. (a Delaware
                            Corporation) a health maintenance organization.

                      s.    The Admar Group, Inc. (a Florida Corporation) a 
                            national managed care service organization that
                            developes and manages preferred provider 
                            organizations (PPO's).

                      Subsidiaries owned by The Admar Group, Inc.:

                      a.    Admar Corporation (a California Corporation) a 
                            managed care services organization.

                      b.    Admar Insurance Marketing, Inc. (a California
                            Corporation) a managed care services organization.

                      c.    SelectCare Management Co., Inc. (a California
                            Corporation) a managed care services organization.

                      d.    Image Financial & Insurance Services, Inc. (a 
                            California Corporation) a managed care services
                            organization.

                      e.    WM. G. Hofgard & Co., Inc. (a California
                            Corporation) a managed care services organization.

                      Subsidiary owned by Principal Health Care of
                      Delaware, Inc.:

                            Principal Health Care of the Mid-Atlantic, Inc. (a
                            Virginia Corporation) a health maintenance
                            organization.

                      Subsidiaries owned by Principal International, Inc.:

                      a.    Principal International Espana Sociedad Anonima
                            De Seguros de Vida (a Spain Corporation).
                            
                      b.    Principal Mexico Compania de Seguros, S.A.de C.V.(a
                            Mexico Corporation).

                      c.    Principal International Argentina, S.A. (an
                            Argentina Corporation).

                      d.    Principal International ASIA Limited (a Hong Kong 
                            Corporation).

                      e.    Principal Insurance Company (Hong Kong) Limited 
                            (a Hong Kong Corporation).

                      f.    Principal International de Chile S.A. (a Chile
                            Corporation).

                      g.    Zao Principal (a Russia Corporation) inactive.

                      Subsidiary owned by Principal International Espana 
                      Sociedad Anonima de Seguros de Vida:

                            Princor International Espana Sociedad Anonima
                            de Agencia de Seguros (a Spain Corporation).

                      Subsidiaries owned by Principal International
                      Argentina, S.A.:

                      a.    Ethika-Jacaranda Administradora de Fondos de
                            Jubilaciones y Pensiones S.A.(an Argentina 
                            Corporation)

                      b.    Princor Compania de Seguros de Retiro S.A. (an
                            Argentina Corporation).

                      c.    Prinlife Compania de Seguros de Vida, S.A. (an
                            Argentina Corporation).

                      d.    Qualitas Medica, S.A.

                      Subsidiaries owned by Principal International de
                      Chile S.A.:

                            BanRenta Compania de Seguros de Vida S.A.
                            (a Chile Corporation)

Item 26.       Number of Holders of Securities - As of:  October 31, 1996

                     (1)                                       (2)
               Title of Class                             Number of Holders
                      Princor Balanced Fund, Inc.
               Common-Class A                                  10,019
               Common-Class B                                   1,257
               Common-Class R                                     283

Item 27.       Indemnification

     Under Section 2-418 of the Maryland  General  Corporation Law, with respect
to any  proceedings  against a present  or former  director,  officer,  agent or
employee (a "corporate  representative")  of the Registrant,  the Registrant may
indemnify the corporate representative against judgments,  fines, penalties, and
amounts paid in settlement, and against expenses,  including attorneys' fees, if
such  expenses  were  actually  incurred  by  the  corporate  representative  in
connection with the proceeding, unless it is established that:

        (i)    The act or omission of the corporate representative was
               material to the matter giving rise to the proceeding; and

               1.    Was committed in bad faith; or

               2.    Was the result of active and deliberate dishonesty; or

       (ii)    The corporate representative actually received an improper
               personal benefit in money, property, or services; or


      (iii)    In  the  case  of  any   criminal   proceeding,   the   corporate
               representative  had  reasonable  cause to believe that the act or
               omission was unlawful.

     If a proceeding is brought by or on behalf of the Registrant,  however, the
Registrant may not indemnify a corporate representative who has been adjudged to
be liable to the Registrant.  Under the  Registrant's  Articles of Incorporation
and Bylaws, directors and officers of Registrant are entitled to indemnification
by the  Registrant to the fullest  extent  permitted  under Maryland law and the
Investment  Company Act of 1940.  Reference is made to Article VI,  Section 7 of
the Registrant's  Articles of Incorporation,  Article 12 of Registrant's  Bylaws
and Section 2-418 of the Maryland General Corporation Law.

     The  Registrant has agreed to indemnify,  defend and hold the  Distributor,
its officers and directors,  and any person who controls the Distributor  within
the meaning of Section 15 of the Securities Act of 1933,  free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
cost of investigating  or defending such claims,  demands or liabilities and any
counsel  fees  incurred in  connection  therewith)  which the  Distributor,  its
officers,  directors  or  any  such  controlling  person  may  incur  under  the
Securities  Act of 1933,  or under  common law or  otherwise,  arising out of or
based upon any untrue statement of a material fact contained in the Registrant's
registration statement or prospectus or arising out of or based upon any alleged
omission to state a material  fact  required  to be stated in either  thereof or
necessary  to make the  statements  in either  thereof  not  misleading,  except
insofar as such claims,  demands,  liabilities  or expenses  arise out of or are
based  upon any such  untrue  statement  or  omission  made in  conformity  with
information furnished in writing by the Distributor to the Registrant for use in
the Registrant's registration statement or prospectus:  provided,  however, that
this indemnity  agreement,  to the extent that it might require indemnity of any
person who is also an officer or director of the  Registrant or who controls the
Registrant within the meaning of Section 15 of the Securities Act of 1933, shall
not inure to the benefit of such officer,  director or controlling person unless
a court  of  competent  jurisdiction  shall  determine,  or it shall  have  been
determined by controlling precedent that such result would not be against public
policy as expressed in the Securities Act of 1933, and further provided, that in
no event  shall  anything  contained  herein be so  construed  as to protect the
Distributor  against any liability to the Registrant or to its security  holders
to which the  Distributor  would  otherwise  be  subject  by  reason of  willful
misfeasance,  bad faith, or gross negligence,  in the performance of its duties,
or by reason of its reckless  disregard of its obligations under this Agreement.
The  Registrant's  agreement  to  indemnify  the  Distributor,  its officers and
directors and any such controlling person as aforesaid is expressly  conditioned
upon the Registrant  being promptly  notified of any action brought  against the
Distributor,  its officers or directors,  or any such controlling  person,  such
notification to be given by letter or telegram addressed to the Registrant.

Item 28.  Business or Other Connection of Investment Adviser

     A complete  list of the officers and directors of the  investment  adviser,
Princor  Management  Corporation,  are set out below. This list includes some of
the same people  (designated by an *), who are serving as officers and directors
of the Registrant.  For these people the information as set out in the Statement
of Additional Information (See Part B) under the caption "Directors and Officers
of the Fund" is incorporated by reference.

  *Craig L. Bassett             The Principal     Director - Treasury
   Director - Treasury          Financial Group    Principal Mutual Life
                                Des Moines, Iowa  Insurance Company
                                50392

  *Michael J. Beer              Same              See Part B
   Vice President
   and Chief Operating
   Officer

   Mary L. Bricker              Same              Counsel and Assistant
   Assistant Corporate                            Corporate Secretary
   Secretary                                      Principal Mutual Life
                                                  Insurance Company

   Ray S. Crabtree              Same              Executive Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

   David J. Drury               Same              Chief Executive Officer
   Director                                       and Chairman of the Board
                                                  Principal Mutual Life
                                                  Insurance Company

   Arthur S. Filean             Same              See Part B
   Vice President

   Paul N. Germain              Same              Assistant Vice President -
   Assistant Vice President -                     Operations
   Operations                                     Princor Financial Services
                                                  Corporation

  *Ernest H. Gillum             Same              See Part B
   Assistant Vice President -
   Registered Products

   Thomas J. Graf               Same              Senior Vice President    
   Director                                       Principal Mutual Life
                                                  Insurance Company

  *J. Barry Griswell            Same              See Part B
   Chairman of the Board
   and Director

   Joyce N. Hoffman             Same              Vice President and
   Vice President and                             Corporate Secretary
   Corporate Secretary                            Principal Mutual Life
                                                  Insurance Company

   Theodore M. Hutchison        Same              Vice Chairman
   Director                                       Principal Mutual Life
                                                  Insurance Company

  *Stephan L. Jones             Same              See Part B
   President and Director

   Ronald E. Keller             Same              Executive Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

   Sterling R. Kosmicke         Same              President
   Vice President                                 Invista Capital Management,
                                                  Inc.

   Gregg R. Narber              Same              Senior Vice President and  
   Director                                       General Counsel
                                                  Principal Mutual Life
                                                  Insurance Company

   Layne A. Rasmussen           Same              Controller
   Controller                                     Princor Financial Services
                                                  Corporation

  *Michael D. Roughton          Same              See Part B
   Counsel

   Charles E. Rohm              Same              Executive Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

   Dewain A. Sparrgrove         Same              Vice President -
   Vice President                                 Investment Securities
                                                  Principal Mutual Life
                                                  Insurance Company

     Princor  Management  Corporation  serves as investment adviser and dividend
disbursing  and transfer  agent for,  Principal  Aggressive  Growth Fund,  Inc.,
Principal Asset Allocation Fund, Inc.,  Principal Balanced Fund, Inc., Principal
Bond Fund, Inc.,  Principal Capital  Accumulation Fund, Inc., Principal Emerging
Growth Fund, Inc., Principal Government  Securities Fund, Inc., Principal Growth
Fund, Inc.,  Principal High Yield Fund, Inc., Principal Money Market Fund, Inc.,
Principal  Special  Markets Fund,  Inc.,  Principal  World Fund,  Inc.,  Princor
Balanced Fund,  Inc.,  Princor Blue Chip Fund,  Inc.,  Princor Bond Fund,  Inc.,
Princor Capital  Accumulation  Fund,  Inc.,  Princor Cash Management Fund, Inc.,
Princor Emerging Growth Fund, Inc., Princor  Government  Securities Income Fund,
Inc.,  Princor Growth Fund, Inc., Princor High Yield Fund, Inc., Princor Limited
Term Bond Fund, Inc.,  Princor  Tax-Exempt Bond Fund, Inc.,  Princor  Tax-Exempt
Cash Management Fund, Inc., Princor Utilities Fund, Inc. and Princor World Fund,
Inc. - funds sponsored by Principal Mutual Life Insurance Company.

Item 29.       Principal Underwriters

     (a) Princor  Financial  Services  Corporation,  principal  underwriter  for
Registrant, acts as principal underwriter for, Principal Aggressive Growth Fund,
Inc.,Principal  Asset  Allocation  Fund,  Inc.,  Principal  Balanced Fund, Inc.,
Principal Bond Fund, Inc.,  Principal Capital Accumulation Fund, Inc., Principal
Emerging  Growth  Fund,  Inc.,  Principal  Government   Securities  Fund,  Inc.,
Principal  Growth Fund, Inc.,  Principal High Yield Fund, Inc.,  Principal Money
Market Fund, Inc.,  Principal Special Markets Fund, Inc.,  Principal World Fund,
Inc.,  Princor Balanced Fund, Inc.,  Princor Blue Chip Fund, Inc.,  Princor Bond
Fund, Inc.,  Princor Capital  Accumulation  Fund, Inc.,  Princor Cash Management
Fund, Inc., Princor Emerging Growth Fund, Inc.,  Princor  Government  Securities
Income Fund,  Inc.,  Princor Growth Fund,  Inc.,  Princor High Yield Fund, Inc.,
Princor  Limited  Term Bond Fund,  Inc.,  Princor  Tax-Exempt  Bond Fund,  Inc.,
Princor  Tax-Exempt Cash Management  Fund, Inc.,  Princor  Utilities Fund, Inc.,
Princor World Fund, Inc. and for variable  annuity  contracts  participating  in
Principal  Mutual Life Insurance  Company  Separate Account B, a registered unit
investment  trust for  retirement  plans  adopted  by public  school  systems or
certain  tax-exempt  organizations  pursuant to Section  403(b) of the  Internal
Revenue Code,  Section 457 retirement  plans,  Section 401(a)  retirement plans,
certain non- qualified  deferred  compensation  plans and Individual  Retirement
Annuity Plans adopted  pursuant to Section408 of the Internal  Revenue Code, and
for variable life insurance  contracts issued by Principal Mutual Life Insurance
Company Variable Life Separate Account, a registered unit investment trust.
  (b)      (1)                 (2)                            (3)
                               Positions
                               and offices                    Positions and
  Name and principal           with principal                 offices with
  business address             underwriter                    registrant

  J. Barbara Alvord            Marketing Officer              None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Robert W. Baehr              Marketing Services             None
  The Principal                Officer
  Financial Group
  Des Moines, IA 50392

  Michael J. Beer              Vice President and Chief       Vice President
  The Principal                Operating Officer
  Financial Group
  Des Moines, IA 50392

  Mary L. Bricker              Assistant Corporate             None
  The Principal                Secretary
  Financial Group
  Des Moines, IA 50392

  Ray S. Crabtree              Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  David J. Drury               Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Arthur S. Filean             Vice President                  Vice President
  The Principal                                                and Secretary
  Financial Group
  Des Moines, IA 50392

  Paul N. Germain              Assistant Vice President-       None
  The Principal                Operations
  Financial Group
  Des Moines, IA  50392

  Ernest H. Gillum             Assistant Vice President-       Assistant
  The Principal                Registered Products             Secretary
  Financial Group
  Des Moines, IA 50392

  Thomas J. Graf               Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  J. Barry Griswell            Director and                    Director and
  The Principal                Chairman of the                 Chairman of the
  Financial Group              Board                           Board
  Des Moines, IA 50392

  Joyce N. Hoffman             Vice President and              None
  The Principal                Corporate Secretary
  Financial Group
  Des Moines, IA 50392

  Theodore M. Hutchison        Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Stephan L. Jones             Director and                    Director and
  The Principal                President                       President
  Financial Group
  Des Moines, IA 50392

  Ronald E. Keller             Director                        Director
  The Principal
  Financial Group
  Des Moines, IA 50392

  John R. Lepley               Senior Vice                     None
  The Principal                President - Marketing
  Financial Group              and Distribution
  Des Moines, IA 50392

  Gregg R. Narber              Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Layne A. Rasmussen           Controller                      None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Charles E. Rohm              Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Michael D. Roughton          Counsel                         Counsel
  The Principal
  Financial Group
  Des Moines, IA 50392

  Jean B. Schustek             Compliance Officer              None
  The Principal
  Financial Group
  Des Moines, IA  50392

  Kyle R. Selberg              Vice President-                 None
  The Principal                Marketing
  Financial Group
  Des Moines, IA 50392

  Roger C. Stroud              Assistant Director-             None
  The Principal                Marketing
  Financial Group
  Des Moines, IA 50392

  Peter D. Zornik              Arkansas State Director         None
  The Principal
  Financial Group
  Des Moines, IA 50392

               (c)    Inapplicable.

Item 30.       Location of Accounts and Records

     All accounts, books or other documents of the Registrant are located at the
offices of the  Registrant and its  Investment  Adviser in the Principal  Mutual
Life Insurance Company home office building,  The Principal Financial Group, Des
Moines, Iowa 50392.

Item 31.       Management Services

               Inapplicable.

Item 32.       Undertakings

               Indemnification

     Reference is made to Item 27 above,  which  discusses  circumstances  under
which  directors  and officers of the  Registrant  shall be  indemnified  by the
Registrant  against certain  liabilities and expenses incurred by them by reason
of being a director or officer of the Registrant.

     Notwithstanding  the provisions of Registrant's  Articles of  Incorporation
and Bylaws, the Registrant hereby makes the following undertaking:

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant,  pursuant to the foregoing  provisions or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or controlling person of the Registrant,  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling  person of the Registrant,  in connection with
the securities being  registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue

               Shareholder Communications

     Registrant  hereby  undertakes  to call a meeting of  shareholders  for the
purpose of voting upon the question of removal of a director or  directors  when
requested in writing to do so by the holders of at least 10% of the Registrant's
outstanding shares of common stock and in connection with such meeting to comply
with the  provisions  of Section  16(c) of the  Investment  Company  Act of 1940
relating to shareholder communications

               Delivery of Annual Report to Shareholders

     The  registrant  hereby  undertakes  to  furnish  each  person  to  whom  a
prospectus  is  delivered a copy of the  registrant's  latest  annual  report to
shareholders, upon request and without charge.
<PAGE>
                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized  in the City of Des Moines and State of Iowa, on the
9th day of December, 1996.


                                        PRINCOR BALANCED FUND, INC.

                                                  (Registrant)

                                        

                                       By             S. L. JONES
                                          ______________________________________
                                                  S. L. Jones, President
                                                  and Director


Attest:


ERNEST H. GILLUM
______________________________________
E. H. Gillum
Assistant Secretary


<PAGE>


As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

       Signature                         Title                          Date



   S. L. JONES
_____________________________      President and Director       December 9, 1996
S. L. Jones                        (Principal Executive Officer ________________



   J. B. GRISWELL                  Director and                 December 9, 1996
_____________________________      Chairman of the Board        ________________
J. B. Griswell


                                   
   M. J. BEER                      Financial Officer            December 9, 1996
_____________________________                                   ________________
M. J. Beer


   (J. D. Davis)*                  Director                     December 9, 1996
_____________________________                                   ________________
J. D. Davis


   (R. W. Ehrle)*                  Director                     December 9, 1996
_____________________________                                   ________________
R. W. Ehrle


   (P. A. Ferguson)*               Director                     December 9, 1996
_____________________________                                   ________________
P. A. Ferguson


   (R. W. Gilbert)*                Director                     December 9, 1996
_____________________________                                   ________________
R. W. Gilbert


   (R. E. Keller)*                 Director                     December 9, 1996
_____________________________                                   ________________
R. E. Keller


   (B. A. Lukavsky)*               Director                     December 9, 1996
_____________________________                                   ________________
B. A. Lukavsky


   (R. G. Peebler)*                Director                     December 9, 1996
_____________________________                                   ________________
R. G. Peebler


                                         By          S. L. JONES
                                           _____________________________________
                                           S. L. Jones
                                           President and Director



                                                   December 9, 1996
                                           _____________________________________
                                           *Pursuant to Powers of Attorney
                                            Previously Filed or Included


         A. S. FILEAN                                S. L. JONES
By ___________________________________   By ____________________________________
   A. S. Filean, Vice President               S. L. Jones, President

Princor Mutual Funds               ACCOUNT APPLICATION

1-800-247-4123, 7:00 AM to 7:00 PM Central time

1)  ACCOUNT INFORMATION (Please pirnt)                                       

Type of Account Personal ___  UTMA ___ Corporate ___ Trust ___ Partnership ___


Owner _________________________________________________________________________
      First            Middle Initial   Last                    Date of Birth


Joines Owner __________________________________________________________________
                First       Middle Initial    Last              Date of Birth

          
             __________________________________________________________________
             Address

             __________________________________________________________________
             City                    State                    Zip Code


             __________________________________________________________________
             Evening Phone                    Daytime Phone

___ Social Security or    ___ Tax Identification Number

Owner _______________________________

Joint Owner _________________________

__  I am a nonresident-alien - attach IRS Form W-8.

__  I am a resident alitn-specify country of citizenship and attach IRS Form 
    1078.

    ___________________________________
                  Country

2)  INVESTMENT DIRECTION

FUND NUMBER                                LUMP-SUM        MONTHLY INVESTMENT*
(see instructions)  FUND NAME             INVESTMENT     AMOUNT      DATE (1-31)

______________      ___________________   $___________  $_____________   _______

______________      ___________________   $___________  $_____________   _______

______________      ___________________   $___________  $_____________   _______

______________      ___________________   $___________  $_____________   _______

______________      ___________________   $___________  $_____________   _______
                          
                                 Total    $___________  $_____________

__  Check enclosed.  (Make check payable to Princor).   

__  This application is for settlement of a telephone order palced on _________.

*Complete Check Authorization Form in the instructions to this application and
attach a voided check or deposit slip.

3)  INVESTOR INFORMATION

The investment objective is: __ Long-Term Growth (3+ years) __ Growth and Income
                          
                             __ Current Income              __ Tax-Exempt Income

Estimated Income (current tax year in thousands): __ Under $25  __ $25 - $50    
                 
                     __ $51 - $100    __ Over $100     __ Tax Bracket ____%

Approximate Net Worth (in thousands): __ Under $25   __ $25 - $50  __ $51 - $100
     
                                      __ $101 - $250     __ Over $250

Occupation(s): _________________________________________________________________

Source of funds for this purchase ______________________________________________

Employer(s) name and address ___________________________________________________

Other Investments $_____________________________________________________________

(amount) invested in ___________________________________________________________

__ I am an associated person of an NASD member firm      __ No    __ Yes

4) SIGNATURE AND TAX NUMBER CERTIFICATION
                                     
I have read this  application and had the opportunity to read the prospectus and
agree to all their terms.  In addition,  I authorize  the  instructions  in this
application.  I have been  given the  opportunity  to ask any  questions  I have
regarding this  investment,  and they have been answered to my  satisfaction.  I
understand the  investment  objective of each Princor Mutual Fund for which I am
applying and believe it is compatible with my investment objective. I understand
that  telephone  transaction  privileges  (including  telephone  redemption  and
exchange requests) apply unless I specifically  decline them on this application
and  that I bear  the  risk of loss  resulting  from  any  fraudulent  telephone
redemption or exchange request which the Fund reasonably believes to be genuine.
I also understand the Fund has adopted procedures designed to reduce the risk of
fraudulent  transactions,  which are disclosed in the  prospectus.  I understand
that exchanges between Funds are taxable transactions. I certify under penalties
of perjury (check the appropriate response):

__ that the Social Security or Taxpayer  Identification Number shown in Section
   1 is correct  and that the IRS has either  never  notified me that I am
   subject to backup  withholding  or has  notified me that I am no longer
   subject to such backup withholding.  

__ that I have not been issued a Taxpayer Identification Number but have applied
   for such number or intend to apply for such number in the near future.  I  
   understand  that if I do not  provide  a  correct  taxpayer identification
   number to the Fund, backup  withholding as described in the Fund's prospectus
   will commence immediately.

__ that I am subject to backup withholding.

Sign below  exactly as your name  appears in Section 1. For joint  registration,
all owners must sign. The Internal Revenue Service does not require your consent
to any  provision of this  document  other than the  certifications  required to
avoid backup withholding.


_______________________________________________________________________________
Signature of owner                                       Date          

_______________________________________________________________________________
Signature of joint owner (if any)                        Date


1.  Registered Representative's Name ___________________________________________
                                               (Please Print and Sign)

    Rep Number __________________     Percentage ________________


2.  Registered Representative's Name ___________________________________________
                                                (Please Print and Sign)

    Rep Number ___________________    State Written _____________

    Dealer's Name ______________________________________________________________

    Authorized Dealer's Signature ______________________________________________

5) OPTIONAL FEATURES

__ A.  Decline Telephone Transaction Services. I(We) do not want telephone  
       transaction services as described in the prospectus. (If this box is not
       checked telephone transaction services will apply.)

__ B.  Dividend/Distribution Election. If no option is indicated, dividends will
       be reinvested, without charge, in shares of the Fund from which they are
       paid.
                    
                                           DISTRIBUTIONS TO
                                     BANK ACCOUNT (See Instructions)
                               
 FUND    DIVIDENDS   CAPITAL GAINS             ELECTRONIC      DIVIDEND REALAY
NUMBER   IN CASH        IN CASH      WIRED  FUNDS TRANSFER** (See Instrtuctions)

_____      _____         _____       _____      _____               _____

_____      _____         _____       _____      _____               _____

_____      _____         _____       _____      _____               _____

_____      _____         _____       _____      _____               _____

_____      _____         _____       _____      _____               _____
 
*   Up to $6 charge per transfer.
**  No additional charge, but takes up to 3 days to complete.

__   C.  Checkwriting.  I (We)  wish to be able to  redeem  Class A shares  from
     Princor  Cash  Management   Fund,  Inc.  and/or  Princor   Tax-Exempt  Cash
     Management Fund, Inc. by check ($100 minimum).  The checkwriting service is
     subject  to  all of the  terms  and  conditions  contained  in the  Fund(s)
     then-current prospectus.

     By signing in Section 4, I/we authorize  Norwest Bank Iowa,  N.A. 
     (the "Bank") to honor checks drawn by the  undersigned  on the account of 
     the indicating Fund(s).  The Fund(s) transfer agent,  Princor Management 
     Corporation (the "Transfer  Agent"),  is  authorized  to redeem  enough 
     shares from the Fund account  of  the   undersigned   to  cover  payment of
     the  check.   This authorization  will continue in effect until the Fund(s)
     receives  written notice of any change signed by the undersigned, with 
     signatures guaranteed.

__   Check here if the  signatures of all account owners are required on checks.
     If this box is not checked, only one signature will be required.

<TABLE>
<CAPTION>
__   D. Automatic Exchange Election.  (See Prospectus for details.) To authorize
     automatic exchanges from one Fund to another, complete the following:


                                                                       Dollar Amount and Receiving Fund Number
     Exchanging        Exchange       (M)onthly or                      ($25 minimum for each receiving Fund)
     Fund Number        Date          (Q)uarterly       Dollar Amount        Fund Number       Dollar Amount         Fund Number

<S>  <C>               <C>                <C>           <C>                   <C>              <C>                   <C> 
1.   ___________       _______            ____          $___________          _________        $____________         ___________

2.   ___________       _______            ____          $___________          _________        $____________         ___________
</TABLE>
<TABLE>
<CAPTION>
__   E.  Periodic  Withdrawal  Election.  (Complete  "5.B."  above  if  periodic
     withdrawals  are to be directed to a bank account.)  Complete the following
     to redeem shares automatically on a scheduled basis: 

                                                Date of Withdrawal
     Fund                Amount             Beginning                          (M)onthly, (Q)uarterly,
     Number           ($25 Minimum)           Month          Date           (S)emiannually or (A)nnually
  
<S>  <C>              <C>                   <C>              <C>                        <C> 
1.   __________       $___________          ________         ________                   ____

2.   __________       $___________          ________         ________                   ____

3.   __________       $___________          ________         ________                   ____
</TABLE>
6)  SALES CHARGE REDUCTION PRIVILEGES

     (See the Prospectus "Offering Price of Funds' Shares" for details.)

__   A. Statement of Intention (SOI)

If $50,000 or more will be  invested  in shares of the  PRINCOR  FUNDS  (Class A
shares  subject  to a sales  charge or Class B shares)  over a  13-month  period
(2-year period if investing $1 million or more),  check the intended  amount.  A
reduced sales charge will be granted,  subject to the terms and  conditions  set
forth in the Statement of Additional Information.

__ $50,000    __ $100,000     __ $250,000     __ $500,000     __ $1,000,000
   or Over        or Over         or Over         or Over          or Over

NOTE:  SOIs apply only to Class A shares. However, Class B shares will be 
       credited toward the fulfillment of this SOI.

__    B. Rights of Accumulation

List below the fund account  number(s) for you, your spouse and  dependents  who
have  existing  Princor  Mutual  Fund  accounts or are opening one at this time.
Class A shares,  including  Class A shares of the Money Market Funds acquired by
exchange of other Princor  Funds,  and Class B shares are combined for Rights of
Accumulation  purposes.  A reduced sales charge is available as described in the
Statement of Additional Information.

___________________________________         ____________________________________
Account Number                              Account Number
 
___________________________________         ____________________________________
Account Number                              Account Number

__    C.  Designated  Investors who may Purchase Class A Shares at a Reduced
          Sales  Charge  (Additional   information  may  be  required.  See  the
          Statement of Additional Information for details.)
 
      __  No sales charge applies because of the following:

          _____________________________________________________________________

      __  A reduced sales charge applies as outlined within the Statement of 
          Additional Information: (specify, e.g., payroll deduction plan

         ______________________________________________________________________
<PAGE>
            INSTRUCTIONS FOR COMPLETING THE PRINCOR FUND APPLICATION

Sections  1-4 of the account  application  must be  completed  to  establish  an
account.  (Do not use this  application to establish an IRA or 403(b)  account.)
Optional  features may be elected in Section 5 and an indication that a purchase
is or may be eligible for a reduced sales charge must be made in Section 6. Mail
the completed application with a check for the purchase amount to: Princor, P.O.
Box 10423,  Des Moines,  Iowa  50306-0423.  For  assistance  in  completing  the
application, call toll-free 1-800-247-4123.

SECTION 1: ACCOUNT REGISTRATION

If this account has more than one  shareholder,  the account will be  registered
"JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP"  unless otherwise  specified.  For a
Uniform  Gift/Transfer to Minors Act ("UTMA") account, use the name of the adult
custodian  on the owner line and the name of the child on the joint  owner line.
Use the child's social security number. For a trust, corporation, partnership or
other entity,  complete the first two lines exactly as the  registration  should
appear  and  attach  a  copy  of  the  trust  agreement,   corporate  resolution
identifying  the  person  authorized  to act on  behalf  of the  corporation  or
partnership agreement, as applicable.

SECTION 2: INVESTMENT DIRECTION

     Indicate in this section:

*    The Fund or Funds  (see  below) in which you want to  invest.  Each Fund is
     assigned a number for its Class A shares  (front-end  sales charge) and its
     Class B shares  (contingent  deferred sales charge).  The table below lists
     the Fund  numbers.  Write the Fund  number for the class of shares in which
     you choose to invest in the "FUND NUMBER" column.

                                                   Fund Number
                                               Class A     Class B
          GROWTH-ORIENTED FUNDS                shares      shares
 
     Balanced Fund                               105         205
     Blue Chip Fund                              110         210
     Capital Accumulation Fund                   120         220
     Emerging Growth Fund                        130         230
     Growth Fund                                 140         240
     World Fund                                  165         265

                                                   Fund Number
                                               Class A     Class B
         INCOME-ORIENTED FUNDS                 shares      shares
 
     Bond Fund                                   115         215
     Government Securities Income Fund           135         235
     High Yield Fund                             145         245
     Limited Term Bond Fund                      147         247
     Tax-Exempt Bond Fund                        150         250
     Utilities Fund                              160         260

         MONEY MARKET FUNDS
 
     Cash Management Fund                        125
     Tax-Exempt Cash Management Fund             155

<TABLE>
<CAPTION>
*    The amount (lump sum, monthly,  or both) you are investing.  To establish a
     monthly  Authomatic  Investment  Plan  (AIP)  complete  Section  2  of  the
     application,  the Check Authorization Form at the end of these instructions
     and include a voided check or deposit slip. If a monthly investment date is
     not  provided in Section 2,  monthly  investments  will be completed on the
     15th day of each month, or the following  business day if the 15th is not a
     business  day.  An  additional  waiver form is required to invest more than
     $250,000 in Class B shares. Ask your registered representative for details.
     The minimum amounts you may invest are as follows:

<S>   <C>                        <C>                    <C>                               <C>   
                                                            Monthly
                                                        Amounts on AIP or                 Additional Lump
     Type of Investment          Initial Lump Sums      Payroll Deduction                 Sum Investments

     *Growth - or Income -            $1,000            $25                                    $100
      Oriented Funds
     *Money Market Funds              $1,000            $100 ($25 monthly if                   $100
                                                        the account has been
                                                        established with $1,000).

                                                      
     *PATH Direction                  $10,000           $100 (only available after  
      (A PATH selection form                            initial $10,000 investment             $500
      must also be completed.)                          is made).
</TABLE>

SECTION 3:  INVESTOR INFORMATION                  
                                                   
This section must be completed  to  establish  an account.  The  information  is
necessary to enable Princor to fulfill its  obligation to determine  whether the
investment is suitable.

SECTION 4:    SIGNATURE AND TAX NUMBER CERTIFICATION

The application must be signed exactly as your name appears in Section 1. If the
account is registered to multiple owners, all owners must sign. 

MM 1433
<PAGE>
SECTION 5:  OPTIONAL FEATURES  

     Optional account features and services are available. The options include:

     A.   Decline Telephone Services

     B.   Dividend/Distribution  Elections - Indicate whether you want dividends
          and capital  gains  distributions,  if any,  paid in cash or paid to a
          bank account or invested in shares of another  Princor Fund. If you do
          not indicate otherwise, dividends and capital gains distributions will
          be  reinvested,  at no charge,  in additional  shares of the Fund from
          which they are paid. If distributions  are directed to a bank account,
          include a voided check or deposit  slip.  You may also have  dividends
          and capital gains  distributions  from one Princor Fund  automatically
          invested  in  shares  of the same  class of  another  Princor  Fund by
          indicating the receiving Fund number under the Dividend Relay section.
          You must also complete the  "Distribution  to Bank Account"  choice if
          you want fund redemptions directed to a bank account. A wire charge of
          up to $6 may  apply  to  each  payment  wired  to a bank  account.  No
          additional  charge  applies  if  payments  are  transferred  to a bank
          account by means of an electronic funds transfer,  but such a transfer
          may take up to 3 days to complete.

     C.   Checkwriting (for Class A shares of the Money Market Funds)

     D.   Automatic Exchange Election - Complete this section to make monthly or
          quarterly  investments  in one or more  Princor  Funds  by  exchanging
          shares of the same class from another Princor Fund.  Class A shares of
          the Limited Term Bond Fund can be exchanged  only after they have been
          owned for 90 days or more.  If an exchange  date is not  indicated  in
          this section,  automatic  exchanges will be completed on the 15th day,
          or next business day if the 15th is not a business day.

     E.   Periodic  Withdrawal  Election  -  Complete  this  section  to receive
          periodic withdraws from a fund account.  Also complete Section 5.B. if
          withdrawals  are directed to a bank account.  If no date is indicated,
          periodic  withdrawals  will be  completed on the 15th day, or the next
          business day if the 15th is not a business day.

Section 6:  SALES CHARGE REDUCTION PRIVILEGES

Class A shares of the Funds may be purchased at a reduced sales charge in one of
three ways:

     A.   Statement of Intention - Complete this section if you, your spouse and
          dependents will be investing  $50,000 or more over a 13-month  period,
          or $1 million or more over a 2-year period.

     B.   Rights of  Accumulation  - Complete  this section to combine for sales
          charge purposes accounts owned by you, your spouse and
          dependents.

     C.   Designated  Investors - Complete  this  section if you are  purchasing
          shares  as a  member  of a  group  identified  in  the  Prospectus  or
          Statement of Additional  Information eligible for reduced sales charge
          privileges.
- -------------------------------------------------------------------------------
                            CHECK AUTHORIZATION FORM

I request Princor  Financial  Services  Corporation  ("Princor") or Norwest Bank
Iowa, N.A., acting as agent for Princor,  to obtain payment of the sums becoming
due Princor by charging my account in the form of checks,  drafts, or electronic
debit entries, and I request and authorize the financial institution named below
to  accept  and  honor  the same and to  charge  the  same to my  account.  This
Authorization will remain in effect until I notify Princor 31 days in advance in
writing  to  terminate.  This  Authorization  will  become  effective  only upon
acceptance by Princor at its home office. 

Bank/Financial Institution Information
(please print clearly)

Clearly  print the  bank/financial  institution  name and  address  on the lines
below.

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Please check one:      __  Checking
                       
                       __  Savings

_______________________________________________________________________________
ACCOUNT NAME (if other than name of Depositor)

_______________________________________________________________________________
BANK ACCOUNT NUMBER

_______________________________________________________________________________
TRANSIT NUMBER

_____________________________________________________

_____________________________________________________
DATE

_____________________________________________________
SIGNATURE OF DEPOSITOR

_____________________________________________________
SIGNATURE OF JOINT DEPOSITOR

(_______)____________________________________________
DEPOSITOR'S DAYTIME TELEPHONE

(Joint signatures are required when bank account is in joint names.  Please sign
exactly as appearing on your bank's records and attach a voided check or deposit
slip.)

                        Consent of Independent Auditors








The Board of Directors and Shareholders
Princor Balanced Fund, Inc.


We  consent  to  the  reference  to  our  firm  under  the  captions  "Financial
Highlights"  and  "Additional   Information  -  Financial   Statements"  in  the
Prospectuses  in Part A and to the  incorporation  by reference in Part B of our
report  dated  November  27,  1996 on the  financial  statements  and  financial
highlights of Princor Balanced Fund, Inc., Princor Blue Chip Fund, Inc., Princor
Capital  Accumulation  Fund, Inc.,  Princor Emerging Growth Fund, Inc.,  Princor
Growth Fund,  Inc.,  Princor  Utilities Fund,  Inc.,  Princor World Fund,  Inc.,
Princor Bond Fund,  Inc.,  Princor  Government  Securities  Income  Fund,  Inc.,
Princor High Yield Fund,  Inc.,  Princor Limited Term Bond Fund,  Inc.,  Princor
Tax-Exempt  Bond Fund,  Inc.,  Princor Cash Management  Fund,  Inc., and Princor
Tax-Exempt Cash Management Fund, Inc. in Post Effective Amendment No. 16 to Form
N-1A Registration  Statement under the Securities Act of 1933 (No. 33-12866) and
Registration  Statement under the Investment  Company Act of 1940 (No. 811-5072)
of Princor Balanced Fund, Inc.

Ernst & Young LLP

Des Moines, Iowa
December 9, 1996


A Message From the President


Dear Shareholder:

Through the first nine months of the year, U.S. stock markets turned in positive
results.  However,  there were some  bumps  along the way.  In July,  equity and
fixed-income  investors experienced a rather precipitous decline fueled by mixed
economic data and concerns about rising interest rates.  Patient  investors were
rewarded  when the Federal  Reserve met in September.  At that meeting,  the Fed
chose to leave interest rates unchanged and, as a result, financial markets have
rebounded.

Through September 30, 1996, the Dow Jones Industrial Average returned 16.88% and
the Standard & Poor's 500 Index returned 13.50%. Markets outside the U.S. showed
mixed results.  Included among the regions which posted  strongest  returns were
Europe,  Asia (excluding Japan) and Latin America.  During this same period, all
of the Princor  growth-oriented  funds,  with the exception of Princor Utilities
Fund,  turned in positive  returns.  Interest rates,  both foreign and domestic,
continued their trend of stable to declining rates.  This trend was reflected in
the  returns  of the  Princor  income-oriented  funds  which  posted  moderately
positive to slightly negative returns  year-to-date  through 9/30/96.  It is not
expected that inflation rates will elevate in 1997 which should  contribute to a
stable market environment. For more information on Princor fund performance, see
next page.

Many shareholders invest in the Princor Mutual Funds for retirement.  Currently,
IRAs, 403(b)s and other retirement plans are available.  Princor will expand its
retirement  plan  offerings in early 1997 to include the Princor  SIMPLE-IRA and
the Princor  Qualified  Retirement  Plan Program.  SIMPLE-IRAs are brand-new for
1997.  These  employer-sponsored   retirement  plans  include  salary  deferral,
employer matching or nonelective  contributions and reduced plan administration.
Princor will also announce a  comprehensive  Qualified  Retirement Plan Program.
This program will include a Princor  401(k),  profit  sharing and money purchase
plans. The program features the Princor funds as investment options, a choice of
plan administrators,  two fund share classes,  competitive  administrative fees,
flexible plan design and much more.

Princor recently  introduced an exciting new asset  allocation  program--Princor
PATH.  PATH helps  investors find a suitable mix of Princor funds based on their
investment  objectives  and  risk  tolerance.  Potential  investors  complete  a
questionnaire and using their resulting score,  choose the model portfolio which
may be best suited for them. Princor PATH provides investors with another useful
tool in pursuing their long-term financial goals. For more information regarding
the new Princor 401(k) or PATH, please contact your registered representative.

In other  fund  news,  Congress  has  passed  the  National  Securities  Markets
Improvement  Act of 1996.  The Act  prevents  states  from  imposing  investment
restrictions  on  mutual  funds,  permitting  funds  to  comply  only  with  the
requirements of federal  statutes.  The  elimination of redundant  regulation is
viewed as a positive  change by the mutual fund industry.  While this change has
no immediate  impact on the  day-to-day  management of the Princor Mutual Funds,
the Funds have  removed the  state-imposed  investment  restrictions  from their
registration statements.

Princor continues to seek to provide our shareholders top-level customer service
and a high quality,  well-managed family of mutual funds. We are pleased to have
you as a shareholder, and look forward to a successful 1997.

Sincerely,

Stephan L. Jones
President

Princor Funds Performance
<PAGE>
<TABLE>
<CAPTION>
                                           Average Annual Total Returns
                                              As of October 31, 1996

                                   1 Year                5 Years                10 Years
                              with       without    with      without      with       without
                              sales       sales     sales      sales       sales       sales
            A Shares of:     charge      charge    charge     charge      charge      charge
<S>                           <C>        <C>       <C>        <C>         <C>          <C>
Balanced                      9.69%      15.10%    9.68%      10.74%      10.15%a      10.75%a
Blue Chip                    12.64       18.20    11.33       12.40       11.13b       12.08b
Bond                         -0.18        4.74     7.60        8.64        9.00a        9.59a
Capital Accumulation         20.47       26.41    13.32       14.42       11.38        11.91
Emerging Growth              11.40       16.89    14.98       16.10       16.73a       17.36a
Government Securities Income  1.08        6.06     6.18        7.21        7.94         8.46
Growth                        5.40       10.60    12.46       13.55       13.19        13.74
High Yield                    6.63       11.88     9.06       10.12        7.77a        8.36a
Limited Term Bond             2.07c       3.62c                         
Tax-Exempt Bond               1.10        6.08     6.25        7.28        6.95         7.47
Utilities                     3.05        8.13     6.14d       7.47d    
World                        12.80       18.36    11.69       12.77        8.53         9.06
</TABLE>
                                                                      
<TABLE>
<CAPTION>
                                        1 Year                  5 Years(e)
                                  with       without        with         without
            B Shares of:          CDSC*       CDSC*         CDSC*         CDSC*
<S>                              <C>         <C>          <C>           <C>   
Balanced                         10.10%      14.10%       15.54%        17.38%
Blue Chip                        13.18       17.18        21.57         23.34
Bond                              0.00        3.91         9.42         11.36
Capital Accumulation             21.19       25.19        25.00         26.72
Emerging Growth                  12.07       16.07        25.39         27.10
Government Securities Income      1.19        5.17         9.17         11.11
Growth                            5.80        9.80        19.61         21.40
High Yield                        6.46       10.46        10.08         12.00
Limited Term Bond                 2.07c       3.32c
Tax-Exempt Bond                   1.23        5.23        10.18         12.10
Utilities                         3.23        7.23        14.47         16.33
World                            13.16       17.16        12.32         14.21
<FN>
  * Contingent Deferred Sales Charge
</FN>
</TABLE>
 
<TABLE>
<CAPTION>
            R Shares of:       1 Year(c)
<S>                              <C>  
Balanced                         7.52%
Blue Chip                        7.02
Bond                             3.75
Capital Accumulation            12.74
Emerging Growth                  6.20
Government Securities Income     3.76
Growth                           1.12
High Yield                       5.60
Limited Term Bond                3.24
Utilities                       -0.31
World                            9.29

<FN>
a Partial period, from effective date 12/18/87                          
b Partial period, from effective date 3/1/91                            
c Partial period, from effective date 2/29/96
d Partial period, from effective date 12/16/92 
e Partial period, from effective date 12/9/94  
</FN>
</TABLE>

Total return represents the overall  performance of an investment for a specific
period of time,  assuming the  reinvestment  of dividends  and capital gains and
after  applicable  expenses.  Average annual total returns for A shares are with
and without  maximum  4.75% sales  charge.  Average  annual total  returns for B
shares are with and without maximum 4.0% contingent deferred sales charge.

Total returns reflect past performance. Past performance does not predict future
performance.  The investment  return and principal  value of an investment  will
fluctuate so that shares,  when  redeemed,  may be worth more or less than their
original cost.

Contents
                                                        Page
Comments from the Funds'
  Portfolio Managers.......................................1
Asset Allocation - An Important
  Ingredient to Successful Investing......................10

The Princor Growth-Oriented Funds

Financial Statements and Highlights
  Statements of Assets and Liabilities....................12
  Statements of Operations................................14
  Statements of Changes in Net Assets.....................16
  Notes to Financial Statements...........................18
  Schedules of Portfolio Investments
    Balanced Fund.........................................26
    Blue Chip Fund........................................28
    Capital Accumulation Fund.............................29
    Emerging Growth Fund..................................30
    Growth Fund, Inc......................................33
    Utilities Fund, Inc...................................35
    World Fund, Inc.......................................35
  Financial Highlights....................................40

The Princor Income-Oriented Funds

Financial Statements and Highlights
  Statements of Assets and Liabilities....................48
  Statements of Operations................................50
  Statements of Changes in Net Assets.....................52
  Notes to Financial Statements...........................54
  Schedules of Portfolio Investments
    Bond Fund.............................................62
    Government Securities Income Fund.....................64
    High Yield Fund.......................................65
    Limited Term Bond Fund................................66
    Tax-Exempt Bond Fund..................................68
  Financial Highlights....................................72

The Princor Money Market Funds

Financial Statements and Highlights
  Statements of Assets and Liabilities....................78
  Statements of Operations................................79
  Statements of Changes in Net Assets.....................80
  Notes to Financial Statements...........................82
  Schedules of Portfolio Investments
    Cash Management Fund..................................86
    Tax-Exempt Cash Management
      Fund................................................88
  Financial Highlights....................................92
Report of Independent Auditors............................94
Federal Tax Information...................................96
The Princor Family of Mutual Funds.......................100
<PAGE>
MANAGER'S COMMENTS

Princor  Management  Corporation,  the adviser to the Princor funds,  is staffed
with investment professionals who manage each individual fund. Comments by these
individuals  in the following  paragraphs  summarize in capsule form the general
strategy  and recent  results of each fund over the past  year.  We believe  any
Princor fund should, under normal circumstances,  represent only a portion of an
investor's total investments.  For most investors a portfolio should be balanced
among  stocks,  bonds,  and  cash  reserves  to fit  their  own  needs  and risk
tolerance.  Those who maintain  this  balanced  approach  should be aware of the
short-term results, but focus on the long term. Past performance is no guarantee
of  future  results.  Fund  values  will  fluctuate  so that  the  shares,  upon
redemption, may be worth more or less than their original cost.

Growth-Oriented Funds

Princor Balanced Fund

Judi Vogel 

The year ended  October 31,  1996,  was  characterized  by  volatility  - in the
economy, interest rates and market results. Fixed-income returns were negatively
impacted as interest  rates moved higher on fears that  inflation  would pick up
with strength in the economy.  Much attention was focused on employment  reports
throughout  the  year  as  gains  in  payroll  employment,  together  with  wage
increases,  caused wage  inflation  concerns to  surface.  On balance,  however,
conditions were good for investors, especially those participating in the equity
market.  Economic activity was moderately strong yet noninflationary.  Corporate
earnings continued to climb, though at a slower rate of growth than in 1995. And
investors poured record amounts of cash into the equity markets during the year.
The Balanced Fund benefited from strong common stock results,  while the effects
of higher  interest  rates and lower fixed  income  valuations  moderated  total
returns. Our emphasis on companies capable of growing earnings regardless of the
state of the  economy  served  the fund well.  Now six years into this  economic
expansion,  we anticipate  economic  growth as well as earnings growth will slow
going forward. Our strategy is to remain relatively  insensitive to the economic
cycle,  keeping credit risk to a minimum.  There is no independent  market index
against which to measure returns of balanced  portfolios,  however,  we show the
Standard & Poor's 500 Stock Index for your information.


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

                                                                  Lipper
                                 Balanced          S&P 500        Balanced
       Year Ended October 31,      Fund            Index          Average
                                    9,525         10,000          10,000
                 1988              10,714         11,627          11,233
                 1989              11,896         14,696          13,152
                 1990              10,554         13,595          12,465
                 1991              14,152         18,151          16,015
                 1992              15,830         19,959          17,413
                 1993              17,768         22,938          19,994
                 1994              17,935         23,823          19,852
                 1995              20,480         30,112          23,300
                 1996              23,573         37,355          26,758

Note:Past  performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.


               Total Returns
          As of October 31, 1996
           1 Year 5 Year 10 Year
           9.69%   9.68%  10.15%*  Class A
          10.10%  15.54% **        Class B
           7.52%***                Class R
 
* - Since Inception Date 12/18/87
** - Since Inception Date 12/9/94
*** - Since Inception Date 2/29/96


Princor Blue Chip Fund

Mark  Williams  

This Fund's  investment  strategy is to  concentrate  on those  companies with a
significant  operating history, a well-capitalized  balance sheet, and a history
of consistent  increases in earnings and dividends.  We place special importance
on the consistency of dividend increases.  This is true for two reasons. One, by
increasing the dividend,  management  sends a signal of confidence to investors.
Management  generally  increases  the dividend when they are confident of future
business  conditions.  Two,  companies that  consistently  increase the dividend
provide investors the benefit of a rising income stream.  This differs from bond
investors who receive a fixed income stream.

Historically,  investors have been rewarded with a performance premium for those
companies consistently increasing dividends.  Recently, this premium has fallen.
The high profit  environment  in  combination  with the  uninterrupted  economic
growth has made investors less concerned with disposition of corporate cash flow
than growth of corporate cash flow.  Stated another way, if earnings are growing
rapidly,  investors are not as concerned about increasing  dividends.  We expect
increasing  dividends  to  return to their  historic  importance  when  economic
conditions are more negative and corporate profits are lower.

During the year just ended,  conditions remained close to ideal for stock market
investors.  Economic growth was moderate,  inflation  remained in check, and the
Federal Reserve expertly guided monetary policy. This Fund's performance trailed
market averages  partially for the reasons previously  discussed.  Additionally,
after strong  economic  numbers were  released in February and March,  investors
rotated to those companies that benefit from a strengthening economy. Due to the
structure and goals of this account, we hold very few cyclical  companies.  This
underweighting in cyclicals penalized the Fund's relative performance.  Later in
the year, our technology  holdings were adversely  impacted by negative earnings
comparisons.  Because  we had  overweighted  these  companies,  relative  to the
benchmark, performance was adversely affected.

Going forward,  we see a slowing  economy and corporate  profit margin  erosion.
With this in mind, our position is that  consistent  earnings  growth  companies
should position the Fund well.


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

                            Blue           S&P 500             Lipper
                            Chip            Stock         Growth & Income
Year Ended October 31,      Fund            Index           Fund Average
                            9,525          10,000             10,000
             1991          10,137          10,911             10,544
             1992          11,142          11,998             11,499
             1993          11,771          13,789             13,424
             1994          12,546          14,321             13,763
             1995          15,388          18,100             16,510
             1996          18,188          22,455             20,011

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.


               Total Returns
          As of October 31, 1996
           1 Year 5 Year 10 Year
           12.64% 11.33% 11.13%* Class A
           13.18% 21.57% **      Class B
            7.02%***             Class R

* - Since Inception Date 3/1/91
** - Since Inception Date 12/9/94
*** - Since Inception Date 2/29/96


Princor Capital Accumulation Fund

David White 
Catherine Green 

The Fund  outperformed  both the  Standard & Poor's  500 and the Lipper  Average
Growth & Income  Fund for the past year.  Our  relative  strength  has come from
several factors.  First, our exposure to the more cyclical sectors of the market
has been  fairly  low.  This has been  positive  because  these  areas  have not
performed as well as the rest of the market.  Financial stocks have continued to
help us throughout the year, as well as consumer  staple  stocks.  We have had a
strong exposure to these types of companies  during the year. We feel that their
steady earnings growth is a positive in these markets, and the prices have moved
in  accordance  with our  thinking.  The  market  is now  paying a  premium  for
companies that exhibit steady earnings progression.

We look for companies we feel will provide investors with above-average rates of
return  over the long term.  We do this  through a "bottoms  up  analysis"  that
focuses on the price relative to the company's  earnings and dividend  yield. We
also monitor historical  relationships to find opportunities where a stock looks
attractive  compared to its historical pricing. We then overlay this with a "top
down" strategy.  We look at the big picture:  the economy,  international  trade
secular industry trends, earnings and the stock market.

For  some  time we have  been  concerned  about  continued  strong  gains in the
economy.  We have been careful to watch our  investments  in the more  sensitive
sectors of the economy and have tried to focus on companies  with the ability to
continue growth of earnings.


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

                                         S&P 500             Lipper
                           Capital        Stock         Growth & Income
Year Ended October 31,  Accumulation      Index           Fund Average
                           9,525         10,000             10,000
          1987             9,954         10,646             10,105
          1988            11,388         12,223             11,756
          1989            12,962         15,449             14,163
          1990            10,652         14,292             12,772
          1991            14,980         19,081             17,050
          1992            16,728         20,982             18,595
          1993            18,471         24,114             21,708
          1994            19,702         25,044             22,255
          1995            23,238         31,655             26,697
          1996            29,374         39,250             32,360

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.


                 Total Returns
            As of October 31, 1996
            1 Year 5 Year 10 Year
            20.47% 13.32%  11.38%   Class A
            21.19% 25.00%*          Class B
            12.74%**                Class R

* - Since Inception Date 12/9/94
** - Since Inception Date 2/29/96


Princor Emerging Growth Fund

Mike Hamilton 

Small stocks performed best year to date on a price basis as shown by the NASDAQ
new high in the third quarter.  The stock markets were all extremely  strong for
the year  however.  During the period,  the stock  market has favored  different
sectors  depending on the most recent economic news. The Princor Emerging Growth
Fund has closely tracked its benchmark for the year. The Fund is light on energy
stocks and that is the main  reason for the  difference.  The  strongest  of the
sectors in the Fund have been financials,  mainly regional bank stocks,  and the
technology sector.

The portfolio is structured  for a continued  economic  cycle of slow but steady
growth with  inflation  controlled  at its current  pace.  There will be ups and
downs as momentum  investors  are clearly in control of the current  market.  We
chose to focus on higher quality  companies with more dependable growth to limit
business risk in the portfolio.  Both  healthcare and financials  continue to be
the focus in the portfolio.


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

                                          S&P 500           Lipper
                         Emerging          Stock            MID CAP
Year Ended October 31,    Growth           Index         Fund Average
                           9,525          10,000             10,000
            1988          11,409          11,627             11,344
            1989          13,651          14,696             14,346
            1990          11,357          13,595             12,349
            1991          18,689          18,151             19,744
            1992          20,862          19,959             21,136
            1993          24,964          22,938             26,260
            1994          26,676          23,823             26,816
            1995          33,721          30,112             33,389
            1996          39,418          37,355             39,489

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.


               Total Returns
          As of October 31, 1996
           1 Year 5 Year 10 Year
           11.40% 14.98% 16.73%*  Class A
           12.07% 25.39% **       Class B
            6.20%***              Class R

* - Since Inception Date 12/18/87
** - Since Inception Date 12/9/94
*** - Since Inception Date 2/29/96


Princor Growth Fund

Mike  Hamilton  

With the year-to-date increase in the stock market,  momentum investing has been
the clear winner to date. This style of investing requires portfolio managers to
concentrate on stocks that have current price momentum based on current earnings
momentum  without  regard  for  long-term  fundamentals  of  companies  or their
products.  We chose to not join the crowd and focused  instead on companies with
real long term earning  expectations.  This has been the cause of the divergence
between  the  Fund's  performance  and  the  outperformance  of  the  benchmarks
year-to-date.  Also, we have been light on the energy and consumer retail sector
which have had great momentum  recently.  Our  overweighting in financial stocks
has helped us to somewhat offset not joining the momentum crowd.

We continue to see slow economic growth with few current imbalances. That is why
we continue to focus on  healthcare,  financials and some growth  cyclicals.  We
don't want to subject the  portfolio to excessive  market and business  risk. We
concentrate on good companies with earnings growth sustainable into the future.


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


                                                 S&P 500          Lipper
                                 Growth          Stock            Growth
       Year Ended October 31,     Fund           Index         Fund Average
                                  9,525          10,000          10,000
                    1987          9,782          10,646           9,957
                    1988         10,713          12,223          11,536
                    1989         12,647          15,449          14,341
                    1990         11,483          14,292          12,670
                    1991         18,293          19,081          17,906
                    1992         20,992          20,982          19,314
                    1993         23,056          24,114          22,611
                    1994         25,321          25,044          22,959
                    1995         31,218          31,655          28,465
                    1996         34,528          39,250          33,722

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.


               Total Returns
          As of October 31, 1996
           1 Year 5 Year 10 Year
           5.40%  12.46%  13.19%   Class A
           5.80%  19.61%*          Class B
           1.12%**                 Class R

* - Since Inception Date 12/9/94
** - Since Inception Date 2/29/96


Princor Utilities Fund

Catherine  Green 

The Utilities Fund has  underperformed  the Dow Jones Utility Index and its peer
group during the year for three basic reasons.  First,  the peer group surpassed
us due to the  strength  of  non-utility  stocks.  The  market  in  general  had
performance  more than twice that of utility  stocks.  Those funds also  holding
non-utility  stocks in their portfolios had a tendency to outperform the utility
stock  indexes and other "pure play"  vehicles.  Second,  the index was stronger
than our Fund due to  stocks in the Fund.  Our Fund  tends to own  stocks of the
stronger utility  companies with lower costs that have  opportunities to compete
in a more competitive environment.  The index stocks include companies that have
had  more  difficulty  in  changing  to the  upcoming  competitive  environment.
However,  some of those stocks have been strong  performers  in the past year as
they  moved up from low  bases.  We still  prefer to invest  in  companies  with
stronger competitive positions, and like their return opportunities longer term.
The  third  reason  for   underperformance   is  due  to  new   legislation   in
telecommunications  stocks.  In  February,  rules  were  announced  relating  to
legislation  in August and these stocks became more volatile.  Although  several
communications  companies still have higher growth  potential than many electric
utility stocks, the stocks dealt with a tough year at times.

Utility stocks  experienced a turbulent year but the final result was a positive
return.  Throughout the year,  utility  stocks were impacted by several  events.
First, interest rates edged back up in early 1996 and hurt the price of electric
utility stocks. Telephone stocks were negatively impacted by Federal legislation
passed in February, 1996. Later in August, rules based on the February bill were
announced by the Federal Communications  Commission.  The rules seemed unfair to
regional  Bell  operating  companies  and they were hurt  further in their stock
price.  Electric  companies  have been  planning how their states might adapt to
changes which paves the way to open competition. As events move in a positive or
negative fashion,  it impacts the price of a stock. We maintain our focus on the
higher-quality  end of the spectrum and try to determine which companies we feel
will have success in a competitive environment. 


      Comparison of Change in Value of $10,000 Investment in the Utilities
          Fund Class A, S&P 500, Lipper Utilities Fund Average and the
                     Dow Jones Utilities Index with Income

                                                 Lipper         Dow Jones
                        Utilities   S&P 500   Utilities Fund    Utilities
Year Ended October 31,   Fund        Index       Average       With Income
                        9,525       10,000        10,000            10,000
       1993            11,047       10,980        11,575            11,658
       1994             9,368       11,403        10,475             9,349
       1995            11,651       14,413        12,325            11,810
       1996            12,598       17,880        13,733            13,216


Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.


               Total Returns
          As of October 31, 1996
           1 Year   5 Year   10 Year
            3.05%    6.14% *   --   Class A
            3.23%   14.47%**   --   Class B
           -0.31%***   --      --   Class R

* Since Inception Date 12/16/92
** - Since Inception Date 12/9/94
*** - Since Inception Date 2/29/96


Princor World Fund

Scott  Opsal  

The Fund's strong  performance  this year has been driven by broad-based  market
rallies across Europe.  Several European markets have climbed more than 20% this
year,  with Japan and Italy being the only major markets not  reflecting  strong
gains.  The Fund's  investment  strategy of holding  stocks in smaller  European
economies  produced good  performance as interest rate moves have been favorable
this year.  Long bond yields in secondary  European  markets fell while rates in
the  stronger  core  countries  have inched up. The Fund's  overexposure  to the
falling  rate  markets  and  underexposure  to  the  rising  rate  markets  were
significant  positive factors producing returns that exceeded the EAFE Index and
the average international fund this year.

The Fund has also  benefited from  noncyclical  stockholdings  in Europe.  Food,
drug,  technology,  and stable growth  cyclicals have  outperformed  the heavier
cyclical industries. The Fund's move into noncyclical growth stocks early in the
year  proved  timely.  The  Fund  remains  underweighted  in  Japan  due to poor
valuations  and a weak  economic  outlook.  Japan has been the worst  performing
major  market,  and the Fund's lack of  exposure  to this  market  also  boosted
relative returns.

Adverse  currency changes have diminished the Fund's returns as measured in U.S.
dollars by an  estimated  2%. We believe the EAFE Index has  suffered a currency
loss  exceeding 4%, and the average  manager has lost an estimated 3%. Thus, the
Fund's  investment  strategy  placed it in markets  suffering  relatively  small
foreign exchange losses, thereby aiding relative return performance.

The World Fund is subject to specific  risks  associated  with foreign  currency
rates, foreign taxation and foreign economies.


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

                                                           Lipper
                         World           EAFE          International
Year Ended October 31     Fund           Index            Average
                          9,525          10,000           10,000
            1988          9,529          10,594           10,854
            1989         10,055          11,457           12,475
            1990         10,149           9,995           12,380
            1991         11,552          10,689           13,434
            1992         11,371           9,276           12,776
            1993         16,077          12,751           17,045
            1994         17,620          14,036           18,848
            1995         17,801          13,986           18,733
            1996         21,071          15,441           20,743

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.


               Total Returns
          As of October 31, 1996
           1 Year  5 Year 10 Year
           12.80%   11.69%  8.53%    Class A
           13.16%   12.32%*          Class B
            9.29%**                  Class R

* - Since Inception Date 12/9/94
** - Since Inception Date 2/29/96
*** Previous  periods  during  which the fund was advised by another  investment
advisor are not shown.


Important Notes of the Growth-Oriented Funds:

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

Lipper  Growth & Income  Fund  Average:  This  average  consists  of funds which
combine a growth of earnings  orientation  and an income  requirement  for level
and/or rising dividends. The one year average currently contains 516 funds.

Lipper Mid Cap Fund Average: This average consists of funds which, by prospectus
or portfolio practice,  limit their investments to companies with average market
capitalizations  and/or  revenues  between $800  million and the average  market
capitalization  of the Wilshire  4500 Index (as  captured by the Vanguard  Index
Extended Market Fund). The one year average currently contains 146 funds.

Lipper Growth Fund Average: This average consists of funds which normally invest
in companies whose long-term earnings are expected to grow significantly  faster
than the  earnings  of the  stocks  represented  in the  major  unmanaged  stock
indices. The one year average currently contains 642 funds.

Lipper  Balanced  Fund  Average:  This average  consists of funds whose  primary
objective  is to  conserve  principal  by  maintaining  at all times a  balanced
portfolio of both stocks and bonds.  Typically,  the  stock/bond  ration  ranges
around 60%/40%. The one year average currently contains 267 funds.

Lipper  Utilities Fund Average:  This average consists of funds which invest 65%
of its  equity  portfolio  in utility  shares.  The one year  average  currently
contains 90 funds.

Dow Jones Utilities Index with Income: This average is a price-weighted  average
of 15 utility  companies  that are listed on the New York Stock Exchange and are
involved in the production of electrical energy.

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

Lipper  International Fund Average:  This average consists of funds which invest
in securities  primarily traded in markets outside of the United States. The one
year average currently contains 324 funds.

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

Income-Oriented Funds

Princor Bond Fund

Don  Brattebo  
Scott  Bennett  

The Bond  Fund's  performance  in 1996 was off as  compared  to 1995 which was a
banner year mainly because of  dramatically  declining  interest  rates.  During
1996,  interest rates  increased  throughout  most of the year and only recently
have been on their  way down as  inflation  fears  ease.  This  hurt the  Fund's
relative  performance  as our duration  target of seven years is longer than the
average BBB-rated bond fund and the BAA Lehman Corporate Index. Over a long-term
perspective  we continue to outperform  the Lipper  Corporate  Debt BBB Average,
which we attribute to remaining  fully invested and not trying to guess interest
rates.  Underperformance  relative to Lehman Brothers BAA Corporate Index in the
past year has mainly been because our duration is longer than the index and from
a long-term  perspective  because of operating  expenses.  Duration measures the
price change of a bond given a change in interest rates. In general, if interest
rates  change  one  percentage  point,  the value  will  change in the  opposite
direction by a percentage which equals the duration.

In  addition  to above  average,  long-term  performance  within our peer group,
BBB-rated  corporate  securities  continue to be attractive by outperforming all
other  investment-grade  quality levels. The yield difference between treasuries
and BBB-rated  corporates have continued to narrow during the year with defaults
low and a large amount of funds chasing the available bonds.


        Comparison of Change in Value of $10,000 Investment in the Bond
          Fund Class A, Lehman Brothers BAA Corporate Index and Lipper
                     Corporate Debt BBB Rated Fund Average

                                           Lehman          Lipper
                            Bond             Baa          BBB Corp.
Year Ended October 31,      Fund            Index          Average
                            9,525          10,000          10,000
               1988        10,634          11,207          10,947
               1989        11,862          12,598          11,980
               1990        12,227          13,135          12,295
               1991        14,189          15,451          14,397
               1992        15,814          17,167          15,952
               1993        18,220          19,771          18,362
               1994        17,125          18,564          17,376
               1995        20,504          22,156          19,873
               1996        21,476          23,669          20,974

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.

               Total Returns
          As of October 31, 1996
           1 Year   5 Year    10 Year
           -0.18%    7.60%    9.00%*  Class A
            0.00%    9.42%**          Class B
            3.75%***                  Class R

* - Since Inception Date 12/18/87
** - Since Inception Date 12/9/94
*** - Since Inception Date 2/29/96


Princor Government Securities Income Fund

Marty  Schafer 

As  interest  rates  rose  in the  second  quarter,  we  continued  to  purchase
mortgage-backed  securities  selling at a discount  and sold those  selling at a
premium. This positions us for either unchanged or lower interest rates. We view
the economy as not too hot or too cold but "just about right." In that case, our
portfolio  is  structured  very  nicely for the future.  The Princor  Government
Securities Income Fund compared  favorably against the Lipper GNMA Fund Average,
while it lagged the Lehman GNMA Index,  which does not include expenses and, for
the last twelve months,  has a shorter average  maturity.  The Fund's  favorable
comparison to the Lipper GNMA average was derived by the Fund's longer  maturity
and, we believe, by not market timing interest rates.

Our disciplined approach of running a portfolio priced at or below par continues
to protect our shareholders from a drop in rates. The reason this strategy works
is because  borrowers are becoming  more and more  efficient in their ability to
prepay  (call)  their home  loans.  With  technology  continuing  to improve and
competition  among  mortgage  bankers  becoming  more  intense,   we  feel  this
efficiency  will only increase.  We avoid most of the  callability of staying in
low coupon mortgage-backed securities.

We also add value by selecting undervalued sectors of mortgage-backed securities
for a portion of the  portfolio.  The sector we have focused on in the last year
has now become very popular with Wall Street and other  investors,  resulting in
our bonds increasing in value.


Comparison of Change in Value of $10,000 Investment in the Government Securities
Income Fund Class A, Lehman Brothers GNMA Index and the Lipper GNMA Fund Average

                          Government        Lehman          Lipper
                          Securities        GNMA            GNMA
Year Ended October 31,   Income Fund        Index          Average
                             9,525          10,000          10,000
                1987         9,677          10,402          10,171
                1988        11,030          11,836          11,387
                1989        12,230          13,187          12,499
                1990        12,985          14,281          13,411
                1991        15,164          16,721          15,414
                1992        16,450          18,192          16,694
                1993        18,391          19,569          18,050
                1994        17,241          19,267          17,494
                1995        20,250          22,194          19,880
                1996        21,478          23,781          20,984


Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.

               Total Returns
          As of October 31, 1996
           1 Year  5 Year    10 Year
           1.08%    6.18%    7.94%  Class A
           1.19%    9.17% *         Class B
           3.76% **                 Class R

* - Since Inception Date 12/9/94
** - Since Inception Date 2/29/96


Princor High Yield Fund

Ken Hovey 

The fiscal year ended October 31 was successful for the High Yield Fund.  Return
levels of high yield funds in general were  significantly  higher than for other
fixed- income  securities and exemplify the return  characteristics  that differ
between  high yield and other  forms of bonds.  The  improved  performance  also
demonstrates why high yield securities add much to portfolio diversification.

The better  performance of our Fund and the high yield market  compared to other
forms of bonds  during  this  period  was  caused  by two  factors.  First,  the
risk-free  U.S.  Treasury  market  declined  in market  value  over the year for
maturities of two years and longer.  Investment-grade  bonds generally track the
Treasury  market  fairly  closely,   much  closer  than  do  high  yield  bonds.
Investment-grade  bonds still had positive total returns due to interest income.
Secondly,  the risk premium above  Treasuries for high yield bonds declined over
the year. In other words,  the difference in expected returns between high yield
bonds and  Treasuries  was  smaller  at the end of the  fiscal  year than at the
beginning.  One of the key questions looking forward is whether the risk premium
for high yield bonds is  appropriate,  too much or too little.  Most  observers,
including  us, think that it is about right given the current  economic  outlook
for continued growth coupled with a nonrestrictive  monetary policy. Another key
variable to the risk  premium and  valuation  of high yield bonds is the default
experience  investors  realize.  Defaults are lower  currently  for the trailing
twelve  months  than for a year  earlier,  and are at  relatively  low  rates by
historical measure.  Our Fund experienced an interest payment default on Drypers
bonds that was  detailed  in the last  report.  That  payment  was  subsequently
received and the bonds continue to be current.

Our Fund's  return was higher than the Lehman  Index,  and lower than the Lipper
Average.  Difference in return are caused by several factors. Default experience
is  still  important  but more  relevant  over  the  past  year has been  sector
distribution by industry and by credit quality.  Return  performance by industry
sector was very  different  as  industries  go in and out of favor.  Our Fund is
sufficiently   diversified  with  51  different  bonds.  In  general,  but  with
exceptions,  we own bonds that should perform well in the current  economy,  but
would not fare too badly in a weak economy. In respect to credit quality, we own
a mix of BB and B quality bonds which is in line with the market (i.e.  Lehman),
but we think higher in quality than most competing  mutual funds (i.e.  Lipper).
The higher  quality  BB-rated bonds have  performed  closer to  investment-grade
bonds and  therefore  did not return as well as  B-rated  bonds  overall.  Going
forward, we do not expect B-rated bonds to continue to outperform BB-rated bonds
as the additional income they provide should be lost in additional defaults.  We
think our mix of credit quality and industry  diversification is appropriate and
expect future returns to be similar to both Lehman and Lipper,  as they were for
the past year. 


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

                                              Lehman           Lipper
                              High          High Yield       High Yield
Year Ended October 31,     Yield Fund          Index           Average
                              9,525            10,000          10,000
               1988          10,879            11,403          11,230
               1989          11,171            11,625          11,355
               1990           9,550            10,131           9,967
               1991          11,998            15,050          13,589
               1992          13,719            17,345          15,816
               1993          15,319            20,450          18,991
               1994          15,540            20,702          18,913
               1995          17,363            23,958          21,409
               1996          19,426            26,618          24,118

Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.


                 Total Returns
            As of October 31, 1996
            1 Year   5 Year     10 Year
            6.63%     9.06%      7.77%*  Class A
            6.46%    10.08% **           Class B
            5.60%***                     Class R

* - Since Inception Date 12/18/87
** - Since Inception Date 12/9/94
*** - Since Inception Date 2/29/96


Princor Limited Term Bond Fund

Marty  Schafer 

The Limited Term Bond Fund  continues to be an investment  well suited for those
investors  looking to improve on lower  yielding  money market funds and similar
investments,  but unwilling to take on the investment  risk of longer term bonds
or stocks.  In recent periods the vast majority of our new investments have been
focused in corporate  bonds in the two to five year maturity range. As a result,
our  portfolio mix has become more heavily  weighted in corporate  bonds (70%) ,
with the remainder of the  portfolio  comprised of mortgage-  backed  securities
(25%),  asset-backed  securities (4%) and commercial  paper (1%). We continue to
maintain a very high credit  quality  within the portfolio as the average credit
quality is AA-/Aa3.  Our strategy  continues to be to stay fully invested,  find
the best value among various short-term,  fixed-income securities, maintain high
credit quality standards and manage duration within our target range. The return
for the  Princor  Limited  Term  Bond Fund  mirrored  both the  Lehman  Brothers
Government  Corporate  Intermediate  Index  and  the  Lipper  Short-Intermediate
Investment Grade Bond Fund Average.

The U.S. economy is nearing the end of a prolonged expansion and the outlook for
domestic  demand is  questionable  given the rising  level of consumer  debt and
related increase in consumer  delinquencies.  Any near-term increase in economic
activity  should have only a  temporary  and modest  effect on  interest  rates.
However,  the recent  volatility  in the market cannot be  overlooked.  Although
economic  growth did pick up earlier in the year,  fueling  the rising  interest
rate  environment,  the shorter  duration of the Limited Term Bond Fund softened
this volatility and generated a positive return for investors during this period
of turbulent market conditions.


       Comparison of Change in Value of $10,000 Investment in the Limited
       Term Bond Fund, Lehman Brothers Government Corporate Intermediate
     Index and Lipper Short-Intermediate Investment Grade Bond Fund Average

                                                Lehman    
                                               Brothers   
                                               Government          Lipper
                  Limited Term Bond Fund       Corporate        Intermediate
Year Ended     ---------------------------    Intermediate     Investment Grade
October 31,    Class A   Class B   Class R       Index         Bond Fund Avg.
               9,850    10,000    10,000        10,000            10,000
       1996   10,207    10,207    10,324        10,369            10,357


Note: Past performance is not predictive of future performance.  The performance
of Class B and Class R Shares will vary from the  performance  of Class A Shares
based on the differences in loads and fees.


               Total Returns
          As of October 31, 1996
           1 Year 5 Year 10 Year
           2.07% *  --      --      Class A
           2.07% *  --      --      Class B
           3.24% *  --      --      Class R

* - Since Inception Date 2/29/96


Princor Tax-Exempt Bond Fund

Dan Garrett 

The  municipal  bond market has done well over the past year relative to taxable
fixed-income  securities.  Interest  rates  rose  slightly  early in the year as
markets anticipated confirmation that growth would not increase inflation. Since
May, markets  recognized low inflation and growth are compatible,  and rates are
slightly lower than a year ago. Especially  comforting for municipal markets was
the reduced concern over radical tax reform.  While the chance of losing the tax
advantage was small, the market did factor some risk into municipal yields which
resulted in lower prices early in the year. Over the summer,  tax reform dropped
off the list of top election issues, the risk was reduced and prices rose.

Our disciplined  approach to credit analysis and targeted  duration has provided
our shareholders with strong performance.  The Fund has outperformed the broader
Lehman Municipal Bond Index and has been about even with the Lehman Revenue Bond
Index.  The Fund's average quality of A outperformed  the municipal index of AA+
and the revenue index of AA-. The Fund also benefited  because of its weightings
in revenue bonds and overall yield  differences  tightened between revenue bonds
and the risk-free  municipal curve. The Lehman Brothers Municipal Bond Index has
been  added  because  it is a  broader  index  which  may be a more  appropriate
reflection  of our Lipper  peer group.  Our  duration as of October 31, 1996 was
7.51 years.  This was about the same as the municipal and revenue indices during
the past year.  Duration  measures  the price change of a bond given a change in
interest rates. In general,  if interest rates change one percentage  point, the
value will change in the opposite  direction  by a  percentage  which equals the
duration.

Investors of the Tax-Exempt Bond Fund may be subject to the Alternative  Minimum
Tax.


     Comparison of Change in Value of $10,000 Investment in the Tax-Exempt
     Bond Fund Class A, Lehman Brothers Revenue Bond Index, Lehman Brothers
       Municipal Bond Index and the Lipper General Municipal Fund Average


                                      Lehman          Lehman          Lipper
Year Ended          Tax-Exempt       Revenue        Municipal        General
October 31,         Bond Fund       Bond Index      Bond Index      Muni. Debt
                      9,525          10,000          10,000          10,000
      1987            8,924           9,923           9,915           9,641
      1988           10,730          11,652          11,359          11,166
      1989           11,710          12,705          12,278          12,036
      1990           12,185          13,650          13,190          12,703
      1991           13,780          15,431          14,795          14,265
      1992           14,850          16,774          16,038          15,320
      1993           17,181          19,332          18,294          17,686
      1994           15,907          18,305          17,497          16,650
      1995           18,457          21,221          20,095          18,931
      1996           19,579          22,526          21,240          19,898

Note: Past performance is not predictive of future performance.  The performance
of Class B Shares will vary from the  performance of Class A Shares based on the
difference in loads and fees


               Total Returns
          As of October 31, 1996
           1 Year 5 Year 10 Year
           1.10%   6.25%   6.95%   Class A
           1.23%  10.18%*          Class B

* - Since Inception Date 12/9/94


Princor Cash Management Fund
Princor Tax-Exempt Cash Management Fund

Mike Johnson 
Steve Schneider 

During the past twelve months, the Federal Reserve lowered  short-term  interest
rates by 25 basis  points  twice,  once in December and then again in January to
its current targeted level of 5.25%. Periodically,  after the release of various
economic  numbers  there was some  market  speculation  that the Fed would raise
rates.  However, the 5.25% level has remained in place since January 31 with the
Fed  continuing  to  indicate  they have no reason to make a change  without  an
acceleration  in the growth or inflation  rate. The average  maturity of our own
portfolio,  as well as that of the  industry,  reached its peak during  February
when  investors  were still  anticipating  lower rates.  However,  following the
release of strong economic data led by the February  employment report,  average
maturities declined somewhat and subsequently leveled off. We continue to target
and actively  monitor the industry  averages to keep both our yields and average
maturities  in line.  Both  portfolios  continue  to  invest  from a list of the
highest  credit  quality  issues  that are  actively  managed by our  investment
securities analytical staff. Throughout most of fiscal 1996, assets for both the
Princor taxable and tax-exempt portfolios,  as well as those industry wide, were
at or near new record high levels.

Investment in the money market funds is neither insured nor guaranteed by the U.
S.  Government.  While the fund strives to maintain a $1.00 per share NAV, there
can be no guarantee it will do so.

Important Notes of the Income-Oriented Funds:

Lehman  Brothers,  Baa  Index:  An  unmanaged  index  of  all  publicly  issued,
fixed-rate,  nonconvertible,  dollar-denominated,  SEC-registered corporate debt
rated Baa or BBB by Moody's or Standard & Poor's.

Lipper  Corporate  Debt BBB Rated Fund Average:  This average  consists of funds
which  invest at least 65% of their  assets in  corporate  and  government  debt
issues rated in the top four grades.  The one year average currently contains 78
funds.

Lehman  Brothers,  GNMA Index: An unmanaged index of 15- and 30-year  fixed-rate
securities  backed  by  mortgage  pools  of  the  Government  National  Mortgage
Association  (GNMA) and Graduated  Payment  Mortgages  (GPMs) with at least $100
million outstanding and one year or more to maturity.

Lipper GNMA Fund  Average:  This average  consists of funds which invest a least
65% of their assets in Government National Mortgage Association securities.  The
one year average currently contains 49 funds.

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

Lipper High Current Yield Fund Average: This average consists of funds which aim
at high (relative)  current yield from  fixed-income  securities.  No quality or
maturity  restrictions.  They tend to invest in lower grade debt issues. The one
year average currently contains 114 funds.

Lehman Brothers,  Government Corporate Intermediate Index: An unmanaged index of
U. S. Government agency and Treasury securities and  investment-grade  corporate
debt securities with maturities of five to ten years.

Lehman  Brothers,  Municipal Bond Index: An unmanaged index of  investment-grade
tax-exempt  bonds which have been issued within the last five years and at least
one year or more to maturity.  This index is classified  into four main sectors:
General Obligation, Revenue, Insured and Prerefunded.

Lehman  Brothers,  Revenue Bond Index:  An unmanaged  index of  investment-grade
tax-exempt  revenue  bonds which have been issued within the last five years and
at least one year or more to maturity.

Lipper  Short-Intermediate  Investment  Grade Debt Fund  Average:  This  average
consists of funds which invest at least 65% of their assets in  investment-grade
debt issues rated in the top four grades with dollar-weighted average maturities
of one to five years. The one year average currently contains 70 funds.

Lipper General Municipal Debt Fund Average: This average consists of funds which
invest at least 65% of their  assets in  municipal  debt  issues in the top four
credit ratings. The one year average currently contains 228 funds.

Note: Mutual fund data from Lipper Analytical Services, Inc.
<PAGE>
           Asset Allocation: An Important Ingredient to Successful Investing

Allocation  is the act of  selecting  the  best mix of  asset  classes  for your
investment, as decided by your financial objectives and risk tolerance. An asset
allocation  program works to find the best mix of stock and bond  investments to
achieve the highest possible returns for a certain risk level. To the right is a
hypothetical an asset allocation program.

               Impact of Various Factors on Your Investment Results

pie chart showing a mix as follows: Asset Allocation - 91.5%, 
Stock Selection - 4.6%, Market Timing - 1.7%, Other - 2.1%

Source:  Financial Analysts Journal

Studies  have  shown  that  allocating  among a  variety  of asset  classes  can
dramatically affect investment  results.  The studies further suggest that asset
allocation  can be more  important to the success of an investment  program than
either  market timing or stock  selection.  Below is a chart  demonstrating  the
impact of various factors on your investment results.

                      Hypothetical Asset Allocation Program
pie chart showing a mix as follows:  U.S. Stocks - 35%, Corporate Bonds - 30%, 
Government Bonds - 15%, International Stocks - 20%

Though no asset  allocation  plan can  guarantee a profit,  it is a way for most
investors to increase  potential  returns while  reducing  risk.  However,  many
individual investors do not have the time or skills to allocate their investment
effectively. This is where the financial expertise of an investment professional
becomes invaluable.

The  investment  professional  begins the asset  allocation  process by asking a
series  of  questions.  These  questions  are  designed  to  help  find  out the
investor's financial goals, investment time horizon and risk tolerance. Here are
some examples of the kinds of questions an investment professional might ask:

          How much time exists before you will need to begin taking  withdrawals
          from your investment?

          How much cash do you have set aside for emergencies?

          How would you react if you made an investment  and its value  declined
          significantly in the first six months of ownership?

          How do you feel  about the  long-term  outlook  for growth of the U.S.
          economy and the global economy?

After the investor responds to the questions,  the investment professional makes
an asset allocation recommendation based on the answers. For example, Investor A
foresees a need to use the  investment  funds  within  five years and has little
cash  reserved  for an  emergency.  This  relatively  short time horizon and low
liquidity  suggests  to the  investment  professional  that  Investor  A  should
consider a more  conservative  asset  allocation.  Investor B has adequate  cash
reserves and no need for the funds for seven years,  but is  uncomfortable  with
volatility.  Based on this information, the investment professional recommends a
moderate asset allocation. Investor C does not need access to the investment for
at least ten years.  In addition,  Investor C is  comfortable  with  fluctuating
portfolio  values.  As a  result,  the  investment  professional  proposes  that
Investor C choose a dynamic asset allocation.

<PAGE>
However,  the  investment  process does not stop with the initial  allocation of
assets. Though most asset allocation programs don't change frequently, there are
times  when  they may need  adjustment.  This can  result  from  changes  in the
investor's  lifestyle  (retirement,  birth of a child)  or from  changes  in the
securities  markets (dramatic  increase or decrease in interest rates,  extended
change in economic  outlook).  At such times, the investment  professional  will
help the investor reevaluate the allocation and make the necessary changes.

Effective asset allocation is an important  ingredient of successful  investing.
With  the  help  of an  investment  professional,  you too can  find  the  asset
allocation best suited to helping you achieve your long-term financial goals. To
learn more about  asset  allocation  and how it might help you  investment  more
successfully, contact your investment professional today.
<PAGE>
<TABLE>
<CAPTION>
October 31, 1996                                    
                                                    
STATEMENTS OF ASSETS AND LIABILITIES                
                                                    
                                                         Princor             Princor          Princor Capital           Princor    
                                                        Balanced            Blue Chip          Accumulation         Emerging Growth
GROWTH FUNDS                                           Fund, Inc.          Fund, Inc.           Fund, Inc.            Fund, Inc.   
                                                                                                                                   
<S>                                                   <C>                 <C>                  <C>                   <C>           
    Investment in securities -- at cost.......        $70,608,681         $38,666,049          $372,834,472          $196,175,476  
                                                 
    Assets                                                                                                                         
    Investment in securities -- at value (Note 4)     $77,326,410         $52,395,813          $446,428,622          $260,529,159  
    Cash  ....................................              3,891               1,465                 7,814                 6,749  
    Receivables:                                                                                                                   
       Dividends and interest.................            396,865              63,477               790,667               262,393  
       Investment securities sold..............            --                  --                   --                    --       
       Capital Stock sold......................            51,418             112,430               299,622               318,992  
    Other assets...............................             3,796                 545                24,411                 2,129  
                                                                                                                                   
                                  Total Assets         77,782,380          52,573,730           447,551,136           261,119,422  
    Liabilities                                                                                                                    
    Accrued expenses                                       92,846              60,482               279,456               294,393  
    Payables:                                                                                                                      
       Investment securities purchased.........            --                  --                   --                    792,000  
       Capital Stock reacquired................            31,141              22,847                70,557                72,128  
                                                                                                                                   
                             Total Liabilities            123,987              83,329               350,013             1,158,521  
                                                                                                                                   
    Net Assets Applicable to                                                                                                       
    Outstanding Shares   ......................       $77,658,393         $52,490,401          $447,201,123          $259,960,901 
                                                                                                                                   
    Net Assets Consist of:                                                                                                         
    Capital Stock..............................       $    53,163      $       30,708          $    161,326          $     72,781  
    Additional paid-in capital.................        63,927,311          37,236,847           307,977,966           186,371,526  
    Accumulated undistributed net                                                                                                  
       investment income.......................           158,125              38,438             2,760,161               373,519  
    Accumulated undistributed net realized                                                                                         
       gain (loss) from:                                                                                                           
       Investment transactions.................         6,802,065           1,454,644            62,707,520             8,789,392  
       Foreign currency transactions...........            --                  --                   --                    --       
    Net unrealized  appreciation of investments         6,717,729          13,729,764            73,594,150            64,353,683  
    Net unrealized  appreciation on translation of                                                                                 
       assets and liabilities in foreign currencies        --                  --                    --                    --      
                                                                                                                                   
                              Total Net Assets        $77,658,393         $52,490,401          $447,201,123          $259,960,901  
                                                                                                                                   
    Capital Stock (par value: $.01 a share)                                                                                        
    Shares authorized..........................       100,000,000         100,000,000           100,000,000           100,000,000  
                                                                                                                                   
    Net Asset Value Per Share:                                                                                                     
    Class A:  Net Assets.......................       $70,819,630         $44,388,507          $435,616,809          $229,464,619  
                 Shares issued and outstanding.         4,846,581           2,595,277            15,712,496             6,418,841  
                Net asset value per share......            $14.61              $17.10                $27.72                $35.75  
            Maximum offering price per share(a)            $15.34              $17.95                $29.10                $37.53  
                                                                                                                                   
       Class B:  Net Assets.......................     $5,964,217          $6,526,767            $9,832,401           $28,479,979
                 Shares issued and outstanding.           409,526             383,239               356,559               802,750  
                Net asset value per share(b)...            $14.56              $17.03                $27.58                $35.48  
                                                                                                                                   
       Class R:  Net Assets.......................       $874,546          $1,575,127            $1,751,913            $2,016,303  
                 Shares issued and outstanding.            60,221              92,245                63,541                56,520  
                Net asset value per share......            $14.52              $17.08                $27.57                $35.67  
<FN>
    (a)  Maximum  offering  price is equal to net asset  value plus a  front-end
    sales charge of 4.75% of the offering price.  (b) Redemption price per share
    is equal to net asset value less any  applicable  contingent  deferred sales
    charge.

  See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
October 31, 1996                                                                                                                   
                                                    
STATEMENTS OF ASSETS AND LIABILITIES

                                                                 Princor              Princor            Princor
                                                                 Growth              Utilities             World
GROWTH FUNDS                                                   Fund, Inc.           Fund, Inc.          Fund, Inc.

<S>                                                           <C>                   <C>                <C>         
    Investment in securities -- at cost.......                $183,818,625          $67,160,726        $157,851,814

    Assets
    Investment in securities -- at value (Note 4)             $254,216,975          $71,908,657        $188,347,013
    Cash  ....................................                       4,246                3,880              45,664
    Receivables:
       Dividends and interest.................                     236,309              391,862             198,880
       Investment securities sold..............                    --                   --                  655,097
       Capital Stock sold......................                    218,890               37,355             149,345
    Other assets...............................                      8,638                  432               1,617

                                  Total Assets                 254,685,058           72,342,186         189,397,616
    Liabilities
    Accrued expenses                                               257,782               86,948             221,698
    Payables:
       Investment securities purchased.........                    --                   --                  --
       Capital Stock reacquired................                     33,981               42,680              97,480

                             Total Liabilities                     291,763              129,628             319,178

    Net Assets Applicable to
    Outstanding Shares   ......................               $254,393,295          $72,212,558        $189,078,438

    Net Assets Consist of:
    Capital Stock..............................               $     64,358          $    63,371        $    232,423
    Additional paid-in capital.................                180,809,186           68,414,712         148,765,138
    Accumulated undistributed net
       investment income.......................                    682,686              325,361           1,601,065
    Accumulated undistributed net realized
       gain (loss) from:
       Investment transactions.................                  2,438,715           (1,338,817)          8,004,369
       Foreign currency transactions...........                    --                   --                  (20,659)
    Net unrealized  appreciation of investments                 70,398,350            4,747,931          30,495,199
    Net unrealized  appreciation on translation of
       assets and liabilities in foreign currencies                 --                   --                     903

                              Total Net Assets                $254,393,295          $72,212,558        $189,078,438

    Capital Stock (par value: $.01 a share)
    Shares authorized..........................                100,000,000        1,000,000,000         100,000,000

    Net Asset Value Per Share:
    Class A:  Net Assets.......................               $228,360,537          $66,322,317        $172,276,338
                 Shares issued and outstanding.                  5,775,473            5,819,330          21,162,096
                Net asset value per share......                     $39.54               $11.40               $8.14
            Maximum offering price per share(a)                     $41.51               $11.97               $8.55

    Class B:  Net Assets.......................                $24,018,956           $5,579,437         $15,745,141
                 Shares issued and outstanding.                    609,206              490,293           1,950,060
                Net asset value per share(b)...                     $39.43               $11.38               $8.07

    Class R:  Net Assets.......................               $2,013,802               $310,804          $1,056,959
                 Shares issued and outstanding.                     51,112               27,440             130,179
                Net asset value per share......                     $39.40               $11.33               $8.12
<FN>
    (a)  Maximum  offering  price is equal to net asset  value plus a  front-end
    sales charge of 4.75% of the offering price.  (b) Redemption price per share
    is equal to net asset value less any  applicable  contingent  deferred sales
    charge.

  See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended October 31, 1996

STATEMENTS OF OPERATIONS


                                                          Princor            Princor            Princor Capital          Princor    
                                                         Balanced           Blue Chip            Accumulation        Emerging Growth
GROWTH FUNDS                                            Fund, Inc.         Fund, Inc.             Fund, Inc.           Fund, Inc.   
                                                                                            
                                                                                            
                                                                                            
<S>                                                    <C>                 <C>                  <C>                    <C>  
    Net Investment Income                                                                   
    Income:                                                                                 
        
       Dividends.............................          $   879,659         $1,017,673           $  9,391,309           $  1,730,782 
       Less: Withholding tax on                                                             
          foreign dividends...................              --                 --                     --                    --      
       Interest...............................           1,884,731            147,728                489,900              1,990,047 
                                                                                            
                                 Total Income            2,764,390          1,165,401              9,881,209              3,720,829 
                                                                                            
    Expenses:                                                                               
       Management and investment advisory                                                   
          fees (Note 3).......................             404,461            212,845              1,671,502              1,293,848 
       Distribution and shareholder servicing                                               
          fees (Note 1 and 3).................             183,234            133,279                457,625                559,125 
       Transfer and administrative services                                                 
          (Note 1 and 3)......................             251,542            206,942                567,786                942,986 
       Registration fees (Note 1).............              25,357             25,320                 35,081                 60,801 
       Custodian fees ........................               8,137              4,526                  6,748                  8,002 
       Auditing and legal fees ...............               7,325              7,222                  8,797                  9,668 
       Directors' fees .......................               8,706              8,705                  8,932                  8,857 
       Other .................................               5,881              3,960                 27,892                 13,060 
                                                                                            
                         Total Gross Expenses              894,643            602,799              2,784,363              2,896,347 
       Less:  Management and investment                                                     
          advisory fees waived................              --                 --                     --                    --      
                                                                                            
                           Total Net Expenses              894,643            602,799              2,784,363              2,896,347 
                                                                                            
                        Net Investment Income            1,869,747            562,602              7,096,846                824,482 
                                                                                            
    Net Realized and Unrealized Gain (Loss)                                                 
    on Investments and Foreign  Currency                                                    
    Net realized gain (loss) from:                                                          
       Investment transactions................           6,825,321          1,456,128             62,796,872              8,797,569 
       Foreign currency transactions..........              --                 --                     --                    --      
    Net increase (decrease) in unrealized                                                   
    appreciation/depreciation on:                                                           
       Investments............................             751,917          4,958,684             21,196,743             21,625,120 
       Translation of assets and liabilities in                                             
       foreign curencies......................              --                 --                     --                    --      
                                                                                            
             Net Realized and Unrealized Gain                                               
          on Investments and Foreign Currency            7,577,238          6,414,812             83,993,615             30,422,689 
                                                                                            
                                                                                            
                   Net Increase in Net Assets                                               
                    Resulting from Operations           $9,446,985         $6,977,414            $91,090,461            $31,247,171 
<FN>
                                                                                            
   See accompanying notes.                                                             
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended October 31, 1996                          
                                                     
STATEMENTS OF OPERATIONS                             
                                                     
                                                     
                                                           Princor            Princor            Princor         
                                                           Growth            Utilities             World         
GROWTH FUNDS                                             Fund, Inc.         Fund, Inc.          Fund, Inc.       
                                                                                                                 
                                                                                                                 
                                                                                                                 
<S>                                                     <C>                  <C>               <C>             
    Net Investment Income                                                                                        
    Income:                                                                                                      
  
       Dividends.............................           $  3,258,063         $3,568,650        $  4,650,004      
       Less: Withholding tax on                                                                                  
          foreign dividends...................                --                 --                (566,331)     
       Interest...............................             1,270,513             84,808             484,311      
                                                                                                                 
                                 Total Income              4,528,576          3,653,458           4,567,984      
                                                                                                                 
    Expenses:                                                                                                    
       Management and investment advisory                                                                        
          fees (Note 3).......................             1,040,897            437,402           1,154,783      
       Distribution and shareholder servicing                                                                    
          fees (Note 1 and 3).................               556,203            213,855             353,313      
       Transfer and administrative services                                                                      
          (Note 1 and 3)......................               837,917            228,489             598,305      
       Registration fees (Note 1).............                55,403             44,799              41,352      
       Custodian fees ........................                 5,866              4,746             187,001      
       Auditing and legal fees ...............                10,303              7,181              11,546      
       Directors' fees .......................                 8,932              8,706               8,856      
       Other .................................                14,705              6,540              11,465      
                                                                                                                 
                         Total Gross Expenses              2,530,226            951,718           2,366,621      
       Less:  Management and investment                                                                          
          advisory fees waived................                --                 61,622              --          
                                                                                                                 
                           Total Net Expenses              2,530,226            890,096           2,366,621      
                                                                                                                 
                        Net Investment Income              1,998,350          2,763,362           2,201,363      
                                                                                                                 
    Net Realized and Unrealized Gain (Loss)                                                                      
    on Investments and Foreign  Currency                                                                         
    Net realized gain (loss) from:                                                                               
       Investment transactions................             2,443,260          1,903,036           7,946,241      
       Foreign currency transactions..........                --                 --                 (20,659)     
    Net increase (decrease) in unrealized                                                                        
    appreciation/depreciation on:                                                                                
       Investments............................            15,785,039            907,722          15,859,986      
       Translation of assets and liabilities in                                                                  
       foreign curencies......................                --                 --                  (2,574)     
                                                                                                                 
             Net Realized and Unrealized Gain                                                                    
          on Investments and Foreign Currency             18,228,299          2,810,758          23,782,994      
                                                                                                                 
                                                                                                                 
                   Net Increase in Net Assets                                                                    
                    Resulting from Operations            $20,226,649         $5,574,120         $25,984,357      
                                    
<FN>
   See accompanying notes.               
</FN>
</TABLE>                               
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS


                                                                      Princor                             Princor                
                                                                     Balanced                            Blue Chip               
GROWTH FUNDS                                                        Fund, Inc.                          Fund, Inc.               
                                                                                                                                 
                                                                                                                                 
                                                                                                                                 
                                                                                                                                 
                                                               1996            1995                 1996           1995          
                                                                                                                                 
    Operations                                                                                                                   
<S>                                                        <C>           <C>                 <C>             <C>                 
    Net investment income.............................     $  1,869,747  $   1,764,386       $       562,602 $       561,604     
    Net realized gain (loss) from:                                                                                               
        Investment transactions.......................        6,825,321      2,846,701             1,456,128       1,227,208     
        Foreign currency transactions.................           --             --                   --              --          
    Net increase (decrease) in unrealized appreciation/                                                                          
        depreciation on investments and translation of                                                                           
        assets and liabilities in foreign currencies..          751,917      2,809,432             4,958,684       4,662,787     
                                                                                                                                 
                           Net Increase in Net Assets                                                                            
                            Resulting from Operations         9,446,985      7,420,519             6,977,414       6,451,599     
                                                                                                                                 
    Dividends and Distributions to Shareholders                                                                                  
    From net investment income:                                                                                                  
        Class A.......................................       (1,977,960)    (1,526,106)             (597,121)       (487,675)    
        Class B ......................................          (80,727)       (10,560)(a)           (28,747)         (6,240)(a) 
        Class R(b) ...................................           (3,345)        --                    (3,612)        --          
                                                                                                                                 
    From net realized gain on investments and                                                                                    
    foreign currency transactions:                                                                                               
        Class A ......................................       (2,798,187)      (234,514)             (811,021)        --          
        Class B ......................................          (71,791)        --                   (46,234)        --          
        Class R(b)....................................           --             --                   --              --          
                                                                                                                                 
                                  Total Distributions        (4,932,010)    (1,771,180)           (1,486,735)       (493,915)    
                                                                                                                                 
    Capital Share Transactions (Note 5)                                                                                          
    Shares sold:                                                                                                                 
        Class A.......................................       14,014,587      7,935,949            16,456,171       6,239,894     
        Class B ......................................        4,729,247      1,269,648(a)          4,623,404       1,632,045(a)  
        Class R(b)....................................          894,478         --                 1,584,827         --          
    Shares issued in reinvestment of dividends and                                                                               
    distributions:                                                                                                               
        Class A.......................................        3,967,925      1,395,703             1,107,738         366,550     
        Class B ......................................          151,751         10,489(a)             74,660           6,184(a)  
        Class R(b)....................................            3,345         --                     3,610         --          
    Shares redeemed:                                                                                                             
        Class A ......................................       (8,463,657)   (11,165,026)          (13,383,349)     (4,463,004)    
        Class B ......................................         (499,765)       (73,722)(a)          (370,763)        (41,750)(a) 
        Class R(b) ...................................          (42,847)        --                   (40,315)        --          
                                                                                                                                 
            Net Increase (Decrease) in Net Assets from                                                                           
                           Capital Share Transactions        14,755,064       (626,959)           10,055,983       3,739,919     
                                                                                                                                 
                                       Total Increase        19,270,039      5,022,380            15,546,662       9,697,603     
                                                                                                                                 
    Net Assets                                                                                                                   
    Beginning of year.................................       58,388,354     53,365,974            36,943,739      27,246,136     
                                                                                                                                 
    End of year (including undistributed net                                                                                     
        investment income as set forth below).........      $77,658,393  $  58,388,354        $   52,490,401     $36,943,739     
                                                                                                                                 
                                                                                                                                 
                                                                                                                                 
    Undistributed Net Investment Income   ............    $     158,125  $     350,410        $       38,438     $   105,316     
                                                                                                                               
<FN>
    (a) Period from December 5, 1994 (date operations commenced) through October 31,  1995.  
    (b) Period from  February 27, 1996 (date  operations  commenced) through October 31, 1996.

  See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS


                                                              Princor Capital
                                                               Accumulation
GROWTH FUNDS                                                    Fund, Inc.
                                                       
                                                       
                                                       
                                                       
                                                           1996            1995
                                                       
    Operations                                         
<S>                                                    <C>             <C>         
    Net investment income............................. $  7,096,846    $  6,438,683
    Net realized gain (loss) from:                     
        Investment transactions.......................   62,796,872      21,096,912
        Foreign currency transactions.................       --             --
    Net increase (decrease) in unrealized appreciation/
        depreciation on investments and translation of 
        assets and liabilities in foreign currencies..   21,196,743      24,916,772
                                                       
                           Net Increase in Net Assets  
                            Resulting from Operations    91,090,461      52,452,367
                                                       
    Dividends and Distributions to Shareholders        
    From net investment income:                        
        Class A.......................................   (6,575,207)     (5,617,183)
        Class B ......................................      (40,153)         (6,731)(a)
        Class R(b) ...................................         (377)        --
                                                       
    From net realized gain on investments and          
    foreign currency transactions:                     
        Class A ......................................  (20,944,284)     (4,755,174)
        Class B ......................................     (159,788)        --
        Class R(b)....................................       --             --
                                                       
                                  Total Distributions   (27,719,809)    (10,379,088)
                                                       
    Capital Share Transactions (Note 5)                
    Shares sold:                                       
        Class A.......................................   38,526,395      28,287,310
        Class B ......................................    6,857,184       2,179,812(a)
        Class R(b)....................................    1,747,855         --
    Shares issued in reinvestment of dividends and     
    distributions:                                     
        Class A.......................................   27,060,108      10,162,185
        Class B ......................................      199,814           6,731(a)
        Class R(b)....................................          377         --
    Shares redeemed:                                   
        Class A ......................................  (31,940,130)    (26,662,663)
        Class B ......................................     (468,502)       (107,211)(a)
        Class R(b) ...................................      (57,097)        --
                                                       
            Net Increase (Decrease) in Net Assets from 
                           Capital Share Transactions    41,926,004      13,866,164
                                                       
                                       Total Increase   105,296,656      55,939,443
                                                       
    Net Assets                                         
    Beginning of year.................................  341,904,467     285,965,024
                                                       
    End of year (including undistributed net           
        investment income as set forth below)......... $447,201,123    $341,904,467
                                                       
                                                       
                                                       
    Undistributed Net Investment Income   ............ $  2,760,161  $    2,279,052
                                                       
<FN>
    (a) Period from December 5, 1994 (date operations commenced) through October 31,  1995.  
    (b) Period from  February 27, 1996 (date  operations  commenced) through October 31, 1996.

  See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS


                                                                        Princor                          Princor               
                                                                    Emerging Growth                      Growth                
GROWTH FUNDS                                                          Fund, Inc.                       Fund, Inc.              




                                                                 1996           1995               1996           1995         

    Operations
<S>                                                         <C>            <C>               <C>              <C>             
    Net investment income.............................      $    824,482   $    549,975      $    1,998,350   $  1,593,835    
    Net realized gain (loss) from:
        Investment transactions.......................         8,797,569      3,897,774           2,443,260      5,884,252     
        Foreign currency transactions.................            --             --                 --             --          
    Net increase (decrease) in unrealized appreciation/
        depreciation on investments and translation of
        assets and liabilities in foreign currencies..        21,625,120     25,019,957          15,785,039     24,040,842     

                           Net Increase in Net Assets
                            Resulting from Operations         31,247,171     29,467,706          20,226,649     31,518,929     

    Dividends and Distributions to Shareholders 
    From net investment income:
        Class A.......................................          (769,946)      (236,412)         (1,861,151)    (1,314,723)    
        Class B ......................................            (5,762)          (992)(a)         (18,683)        (7,563)(a) 
        Class R(b) ...................................              (100)        --                     (57)       --          

    From net realized gain on investments and 
    foreign currency transactions:
        Class A ......................................        (3,664,659)      (544,422)         (5,595,988)    (2,370,009)    
        Class B ......................................          (234,733)        --                (291,406)       --          
        Class R(b)....................................            --             --                 --             --          

                                  Total Distributions         (4,675,200)      (781,826)         (7,767,285)    (3,692,295)    

    Capital Share Transactions (Note 5)
    Shares sold:
        Class A.......................................        73,310,489     46,003,051          57,801,956     42,675,725     
        Class B ......................................        18,956,446      8,944,401(a)       16,237,487      7,815,161(a)  
        Class R(b)....................................         2,007,738         --               2,064,878        --          
    Shares issued in reinvestment of dividends and 
    distributions:
        Class A.......................................         4,310,643        763,370           7,227,308      3,557,579     
        Class B ......................................           236,262            992(a)          308,579          7,560(a)  
        Class R(b)....................................               100         --                      57        --          
    Shares redeemed:
        Class A ......................................       (23,052,083)   (16,885,879)        (22,732,322)   (15,426,370)    
        Class B ......................................        (1,969,387)      (867,829)(a)      (1,567,488)      (212,100)(a) 
        Class R(b) ...................................           (19,892)        --                 (13,380)       --          

            Net Increase (Decrease) in Net Assets from
                           Capital Share Transactions         73,780,316     37,958,106          59,327,075     38,417,555     

                                       Total Increase        100,352,287     66,643,986          71,786,439     66,244,189     

    Net Assets
    Beginning of year.................................       159,608,614     92,964,628         182,606,856    116,362,667     

    End of year (including undistributed net
        investment income as set forth below).........      $259,960,901   $159,608,614        $254,393,295   $182,606,856     



    Undistributed Net Investment Income   ............      $    373,519   $    324,845        $    682,686   $    564,227     

<FN>
    (a) Period from December 5, 1994 (date operations commenced) through October 31,  1995.  
    (b) Period from  February 27, 1996 (date  operations  commenced) through October 31, 1996.

  See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS


                                                                         Princor                              Princor
                                                                        Utilities                              World
GROWTH FUNDS                                                           Fund, Inc.                            Fund, Inc.




                                                                   1996           1995                   1996              1995

    Operations
<S>                                                          <C>                <C>                   <C>             <C>         
    Net investment income.............................       $   2,763,362      $  3,019,757          $  2,201,363    $   1,294,94
    Net realized gain (loss) from:                                                                                    
        Investment transactions.......................           1,903,036          (393,414)            7,946,241       5,921,120
        Foreign currency transactions.................              --                --                   (20,659)         97,847
    Net increase (decrease) in unrealized appreciation/                                                               
        depreciation on investments and translation of                                                                
        assets and liabilities in foreign currencies..             907,722        11,053,532            15,857,412      (5,208,159)
                                                                                                                      
                           Net Increase in Net Assets                                                                 
                            Resulting from Operations            5,574,120         13,679,875           25,984,357       2,105,752
                                                                                                                      
    Dividends and Distributions to Shareholders                                                                       
    From net investment income:                                                                                       
        Class A.......................................         ( 2,523,991)        (3,003,083)          (1,382,783)       (571,155)
        Class B ......................................            (158,855)           (66,295)(a)          (15,481)         (1,106)
        Class R(b) ...................................              (1,864)           --                    --                --
                                                                                                                      
    From net realized gain on investments and                                                                         
    foreign currency transactions:                                                                                    
        Class A ......................................              --                --                (5,735,484)     (2,940,766)
        Class B ......................................              --                --                  (196,110)           --
        Class R(b)....................................              --                --                    --                --
                                                                                                                      
                                  Total Distributions           (2,684,710)        (3,069,378)          (7,329,858)     (3,513,027)
                                                                                                                      
    Capital Share Transactions (Note 5)                                                                               
    Shares sold:                                                                                                      
        Class A.......................................          11,274,737          9,551,504           38,822,208      28,751,013
        Class B ......................................           3,349,548          3,732,230(a)        11,226,931       3,799,760
        Class R(b)....................................             308,620            --                 1,038,560            --
    Shares issued in reinvestment of dividends and                                                                    
    distributions:                                                                                                    
        Class A.......................................           2,196,843          2,502,797            7,075,336       3,389,757
        Class B ......................................             146,631             61,981(a)           209,953           1,106
        Class R(b)....................................               1,864            --                    --                --
    Shares redeemed:                                                                                                  
        Class A ......................................         (15,770,532)       (13,188,883)         (17,658,243)    (19,795,122)
        Class B ......................................          (2,007,039)          (191,972)(a)         (746,863)        (88,847)
        Class R(b) ...................................              (2,894)           --                    (6,119)           --
                                                                                                                      
            Net Increase (Decrease) in Net Assets from                                                                
                           Capital Share Transactions             (502,222)         2,467,657           39,961,763      16,057,667
                                                                                                                      
                                       Total Increase            2,387,188         13,078,154           58,616,262      14,650,392
                                                                                                                      
    Net Assets                                                                                                        
    Beginning of year.................................          69,825,370         56,747,216          130,462,176     115,811,784
                                                                                                                      
    End of year (including undistributed net                                                                          
        investment income as set forth below).........       $  72,212,558       $ 69,825,370         $189,078,438    $130,462,176
                                                                                                                      
                                                                                                                      
                                                                                                                      
    Undistributed Net Investment Income   ............       $     325,361       $    246,709         $  1,601,065    $    776,759
                                                                                                                   
<FN>
    (a) Period from December 5, 1994 (date operations commenced) through October 31,  1995.  
    (b) Period from  February 27, 1996 (date  operations  commenced) through October 31, 1996.

  See accompanying notes.
</FN>
</TABLE>
<PAGE>
October 31, 1996

NOTES TO FINANCIAL STATEMENTS


Princor Balanced Fund, Inc.                
Princor Blue Chip Fund, Inc.               
Princor Capital Accumulation Fund, Inc.
Princor Emerging Growth Fund, Inc. 
Princor Growth Fund, Inc.          
Princor Utilities Fund, Inc.      
Princor World Fund, Inc.          

Note 1 -- Significant Accounting Policies

Princor  Balanced Fund,  Inc.,  Princor Blue Chip Fund,  Inc.,  Princor  Capital
Accumulation  Fund, Inc.,  Princor  Emerging Growth Fund,  Inc.,  Princor Growth
Fund,  Inc.,  Princor  Utilities  Fund,  Inc. and Princor World Fund,  Inc. (the
"Growth  Funds") are  registered  under the  Investment  Company Act of 1940, as
amended, as open-end diversified  management investment companies and operate in
the mutual fund industry.

On December 5, 1994, the initial purchases of Class B shares of the Growth Funds
were made by Princor Management Corporation (See Note 3). All shares outstanding
prior to the initial  Class B share  purchases  have been  classified as Class A
shares. Effective December 9, 1994, the Growth Funds also began offering Class B
shares to the public.  On February  27, 1996,  the initial  purchases of Class R
shares of the Growth Funds were made by Princor Management Corporation (See Note
3). Effective  February 29, 1996, the Growth Funds began offering Class R shares
to eligible purchasers.

Class A  shares  generally  are  sold  with an  initial  sales  charge  based on
declining  rates and certain  purchases may be subject to a contingent  deferred
sales charge ("CDSC").  Class B shares are sold without an initial sales charge,
but are subject to a declining CDSC on certain  redemptions  redeemed within six
years of purchase.  Class R shares are sold without an initial  sales charge and
are not  subject  to a CDSC.  Class B shares  and  Class R shares  bear a higher
ongoing  distribution  fee than  Class A  shares.  Class B shares  automatically
convert into Class A shares,  based on relative net asset value (without a sales
charge)  after seven years.  Class R shares  automatically  convert into Class A
shares,  based on relative net asset value  (without a sales  charge) after four
years.  All  classes of shares  for each fund  represent  interests  in the same
portfolio of investments,  and will vote together as a single class except where
otherwise  required by law or as  determined by the Fund's  respective  Board of
Directors.  In addition,  the Board of  Directors of each fund declare  separate
dividends on each class of shares.

The Growth Funds allocate daily all income,  expenses (other than class-specific
expenses),  and realized and unrealized  gains or losses to each class of shares
based upon the relative  proportion of the value of shares  outstanding  of each
class.  Expenses  specifically  attributable  to a particular  class are charged
directly to such class. Class-specific expenses charged to each class during the
period ended October 31, 1996, which are included in the corresponding  captions
of the Statement of Operations, were as follows:

                                                      Distribution and         
                                                 Shareholder Servicing Fees    

                                               Class A      Class B     Class R

      Princor Balanced Fund, Inc.               $149,193     $33,433    $   608
      Princor Blue Chip Fund, Inc.                95,828      36,181      1,270
      Princor Capital Accumulation Fund, Inc.    405,158      51,148      1,319
      Princor Emerging Growth Fund, Inc.         405,151     152,515      1,459
      Princor Growth Fund, Inc.                  423,459     131,333      1,411
      Princor Utilities Fund, Inc.               167,170      46,409        276
      Princor World Fund, Inc.                   266,025      86,326        962



                                                         Transfer and          
                                                    Administrative Services    
                                                                               
                                                Class A     Class B     Class R
                                                                               
      Princor Balanced Fund, Inc.              $  59,754    $  5,420     $  4  
      Princor Blue Chip Fund, Inc.                36,415       6,853       11  
      Princor Capital Accumulation Fund, Inc.    164,118       8,869        9  
      Princor Emerging Growth Fund, Inc.         216,658      28,138       10  
      Princor Growth Fund, Inc.                  205,260      24,096        7  
      Princor Utilities Fund, Inc.                63,132       5,124        6  
      Princor World Fund, Inc.                   153,210      13,055       11  
                                                                               
                                                        Registration Fees

                                                Class A      Class B    Class R

      Princor Balanced Fund, Inc.               $  7,766    $  6,224       $34
      Princor Blue Chip Fund, Inc.                 5,685       6,930        50
      Princor Capital Accumulation Fund, Inc.      6,994       6,052        44
      Princor Emerging Growth Fund, Inc.          13,719      12,354        34
      Princor Growth Fund, Inc.                    9,820      13,472        34
      Princor Utilities Fund, Inc.                19,539      10,099        34
      Princor World Fund, Inc.                    12,667       9,747        44

The Growth  Funds  value  securities  for which  market  quotations  are readily
available at market  value,  which is  determined  using the last  reported sale
price or, if no sales are reported, as is regularly the case for some securities
traded  over-the-counter,  the last  reported bid price.  When  reliable  market
quotations  are not considered to be readily  available,  which may be the case,
for  example,  with  respect to certain debt  securities,  preferred  stocks and
foreign  securities,  the  investments  are valued by using  market  quotations,
prices  provided by market  makers or estimates of market  values  obtained from
yield data and other factors  relating to instruments or securities with similar
characteristics in accordance with procedures  established in good faith by each
fund's Board of Directors.  Securities  with remaining  maturities of 60 days or
less are valued at amortized cost, which approximates market.

With respect to Princor  World Fund,  Inc.,  the value of foreign  securities in
foreign  currency amounts is expressed in U.S. dollars at the closing daily rate
of exchange.  The  identified  cost of the  portfolio  holdings is translated at
approximate  rates  prevailing  when  acquired.  Income and expense  amounts are
translated at approximate  rates  prevailing  when received or paid,  with daily
accruals of such amounts reported at approximate rates prevailing at the date of
valuation.

Since the carrying  amount of the foreign  securities  of the fund is determined
based on the exchange rate and market  values at the close of the period,  it is
not practicable to isolate that portion of the results of operations  arising as
a result of changes in the foreign exchange rates from the fluctuations  arising
from changes in the market prices of securities during the period.

The Growth  Funds record  investment  transactions  generally  one day after the
trade date,  except for short-term  investment  transactions  which are recorded
generally  on the  trade  date.  The  identified  cost  basis  has been  used in
determining  the net  realized  gain or loss from  investment  transactions  and
unrealized appreciation or depreciation on investments.  The Growth Funds record
dividend  income on the  ex-dividend  date,  except dividend income from foreign
securities whereby the ex-dividend date has passed;  such dividends are recorded
as soon as the Growth  Funds are  informed  of the  ex-dividend  date.  Interest
Income is recognized on an accrual basis.

Dividends and  distributions  to  shareholders  are recorded on the  ex-dividend
date.

Dividends and  distributions to shareholders  from net investment income and net
realized gain from investments and foreign currency  transactions are determined
in  accordance  with  federal  income tax  regulations,  which may  differ  from
generally  accepted  accounting  principles.  To  the  extent  these  "book/tax"
differences  are  permanent  in nature  (i.e.  that they  result from other than
timing of recognition - "temporary"),  such amounts are reclassified  within the
capital  accounts  based  on  their  federal  tax-basis   treatment;   temporary
differences  do not  require  reclassification.  Reclassifications  made for the
years ended October 31, 1996 and 1995 were not material.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to  distribute  each year  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes is  approximately  the same as that for
financial reporting purposes.

At October 31, 1996, the following Growth fund had net capital loss carryforward
as follows:

                                                                   Princor
                                                                  Utilities
   Net Capital Loss Carryforward Expires in:                     Fund, Inc.

              2002                                              $  945,000
              2003                                                 394,000
                                                                ----------
                                                                $1,339,000

Note 3 -- Management Agreement and Transactions With Affiliates

The Growth Funds have agreed to pay investment  advisory and management  fees to
Princor  Management  Corporation  (wholly  owned by Princor  Financial  Services
Corporation,  a  subsidiary  of  Principal  Mutual Life  Insurance  Company)(the
"Manager")  computed at an annual  percentage  rate of each fund's average daily
net assets.  The annual rate used in this calculation for the Growth Funds is as
follows:

                                                 Net Asset Value of Funds
                                                       (in millions)

                                          First    Next   Next    Next    Over
                     Fund                 $100     $100   $100    $100    $400

Princor Balanced Fund, Inc.              0.60%    0.55%  0.50%   0.45%   0.40%
Princor Blue Chip Fund, Inc.             0.50%    0.45%  0.40%   0.35%   0.30%
Princor Capital Accumulation Fund, Inc.  0.50%    0.45%  0.40%   0.35%   0.30%
Princor Emerging Growth Fund, Inc.       0.65%    0.60%  0.55%   0.50%   0.45%
Princor Growth Fund, Inc.                0.50%    0.45%  0.40%   0.35%   0.30%
Princor Utilities Fund, Inc.             0.60%    0.55%  0.50%   0.45%   0.40%
Princor World  Fund, Inc.                0.75%    0.70%  0.65%   0.60%   0.55%

The Manager has agreed to reimburse  the Growth  Funds  annually for their total
expenses  (excluding  brokerage  commissions,  interest  and taxes) in excess of
limits prescribed by any state in which the Growth Funds' shares are offered for
sale  (currently 2 1/2% of the first $30 million of each fund's  average  annual
net assets,  2% of the next $70 million of such assets and 1 1/2% of such assets
in excess thereof).

Note 3 -- Management Agreement and Transactions With Affiliates (Continued)

The Manager  voluntarily  waives a portion of its fee for the Princor  Utilities
Fund,  Inc. The waivers are in amounts that maintain  total  operating  expenses
within certain  limits.  The limits are expressed as a percentage of average net
assets  attributable  to each class on an annualized  basis during the reporting
period. The amount waived and the operating limits,  which were maintained at or
below those shown, are as follows:

                                     Amount
                                     Waived

                               YearEnded            Year Ended         Expense
                           October 31, 1996       October 31, 1995      Limit

   Princor Utilities Fund, Inc.
      Class A                   $54,932              $151,145           1.15%
      Class B                     6,690                 1,338(a)        1.90%
      Class R                      --  (b)               --             1.65%

(a)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October 31, 1995. (b) Period from February 29, 1996, date
     Class R shares first offered to the eligible  purchasers,  through  October
     31, 1996.

The Manager  intends to continue its  voluntary  waiver and, if  necessary,  pay
expenses  normally payable by Princor  Utilities Fund, Inc. through February 28,
1998.

Princor  Financial  Services  Corporation,  as principal  underwriter,  receives
proceeds  of any CDSC on  certain  Class A and  Class B share  redemptions.  The
charge is based on declining  rates which for Class A shares,  begin at .75% and
for Class B shares at 4.00% of the  lesser of the  current  market  value or the
cost of shares being  redeemed.  Princor  Financial  Services  Corporation  also
retains sales charges on sales of Class A shares based on declining  rates which
begin at 4.75% of the offering  price.  The  aggregate  amount of these  charges
retained, by fund, for the period ended October 31, 1996 were as follows:

                                               Class A       Class B

   Princor Balanced Fund, Inc.                $   440,145    $  8,439
   Princor Blue Chip Fund, Inc.                   460,854       8,534
   Princor Capital Accumulation Fund, Inc.        977,583      11,097
   Princor Emerging Growth Fund, Inc.           2,070,533      41,947
   Princor Growth Fund, Inc.                    1,779,966      33,473
   Princor Utilities Fund, Inc.                   342,124      28,800
   Princor World  Fund, Inc.                      934,534      17,019

No  brokerage  commissions  were paid by the Growth  Funds to Princor  Financial
Services  Corporation  during the periods.  Brokerage  commissions  were paid to
other affiliates by the following funds:

                                            October 31,    October 31,
                                               1996           1995

   Princor Balanced Fund, Inc.                $     555     $  1,162
   Princor Blue Chip Fund, Inc.                     420        --
   Princor Capital Accumulation Fund, Inc.       25,993       17,491
   Princor Emerging Growth Fund, Inc.               500        1,200
   Princor Growth Fund, Inc.                      --           5,894
   Princor Utilities Fund, Inc.                   2,217        3,446
   Princor World Fund, Inc.                       4,038       21,577

The Growth Funds bear  distribution and shareholder  servicing fees with respect
to Class A shares computed at an annual rate of up to 0.25% of the average daily
net assets attributable to Class A shares of each fund. Effective December 1994,
each of the Growth  Funds  adopted a  distribution  plan with respect to Class B
shares that provides for distribution and shareholder servicing fees computed at
an annual rate of up to 1.00% of the average  daily net assets  attributable  to
Class B shares of each fund.  Effective  February 1996, each of the Growth Funds
adopted a  distribution  plan with  respect to Class R shares that  provides for
distribution and shareholder  servicing fees computed at an annual rate of up to
 .75% of the  average  daily net  assets  attributable  to Class R shares of each
fund.  Distribution and shareholder servicing fees are paid to Princor Financial
Services Corporation;  a portion of the fees are subsequently remitted to retail
dealers.  Pursuant to the distribution agreements,  fees unused by the principal
underwriter at the end of the fiscal year are returned to the Growth Funds.

At October 31, 1996,  Principal Mutual Life Insurance  Company,  subsidiaries of
Principal Mutual Life Insurance Company and benefit plans sponsored on behalf of
Principal  Mutual Life  Insurance  Company  owned  shares of the Growth Funds as
follows:


                                           Class A         Class B      Class R

 Princor Balanced Fund, Inc.                  530,696          92        2,183
 Princor Blue Chip Fund, Inc.                  64,477          87           62
 Princor Capital Accumulation  Fund, Inc.   6,816,334          56           41
 Princor Emerging Growth Fund, Inc.            46,739          43           30
 Princor Growth Fund, Inc.                     37,577          36           26
 Princor Utilities Fund, Inc.                  85,553         117           87
 Princor World  Fund, Inc.                  4,166,956         156          134


Note 4 -- Investment Transactions

For the year ended October 31, 1996, the cost of investment securities purchased
and  proceeds  from  investment   securities  sold  (not  including   short-term
investments and U.S. government securities) by the Growth Funds were as follows:

                                           Purchases              Sales

 Princor Balanced Fund, Inc.              $  27,451,481        $  19,379,892
 Princor Blue Chip Fund, Inc.                14,828,707            5,341,648
 Princor Capital Accumulation Fund, Inc.    203,491,564          191,922,597
 Princor Emerging Growth Fund, Inc.          84,621,211           22,419,845
 Princor Growth Fund, Inc.                   59,216,610            3,728,693
 Princor Utilities Fund, Inc.                25,474,851           24,280,223
 Princor World Fund, Inc.                    56,176,479           35,965,723

At October 31, 1996,  net unrealized  appreciation  of investments by the Growth
Funds was composed of the following:

<TABLE>
<CAPTION>
                                              Gross Unrealized         Net Unrealized
                                         ----------------------------   Appreciation
                                         Appreciation  (Depreciation)  of Investments

<S>                                      <C>           <C>              <C>          
Princor Balanced Fund, Inc.              $  8,390,003  $  (1,672,274)   $   6,717,729
Princor Blue Chip Fund, Inc.               14,422,785       (693,021)      13,729,764
Princor Capital Accumulation Fund, Inc.    86,264,055    (12,669,905)      73,594,150
Princor Emerging Growth  Fund, Inc.        77,463,635    (13,109,952)      64,353,683
Princor Growth Fund, Inc.                  87,031,774    (16,633,424)      70,398,350
Princor Utilities Fund, Inc.                7,518,511     (2,770,580)       4,747,931
Princor World Fund, Inc.                   39,538,523     (9,043,324)      30,495,199
</TABLE>

At October 31, 1996,  Princor Balanced Fund, Inc., Princor Emerging Growth Fund,
Inc.,  Princor Growth Fund, Inc. and Princor World Fund, Inc. held the following
securities which may require  registration  under the Securities Act of 1933, or
an  exemption  therefrom,  in order to effect a sale in the  ordinary  course of
business.

<TABLE>
<CAPTION>
                                                                                                    Value at       Value as a
                                                                       Date of                     October 31,    Percentage of
            Fund                       Security Description          Acquisition        Cost          1996         Net Assets

<S>                     <C>                                          <C>            <C>             <C>                <C>
   Princor Balanced     Federal-Mogul Corp.; Series D
   Fund, Inc.              Convertible Preferred Stock               10/15/92       $   450,450     $   491,400         .63%
                                                                                                                    
   Princor Emerging     Ciba-Geigy Corp.; Exchangeable                                                              
   Growth Fund, Inc.       Subordinated Debentures                   3/20/91            350,000         358,750         .14
                         Sierra On Line;                                                                            
                           Convertible Subordinated Debentures       8/15/94            458,750       1,651,250         .64
                                                                     8/17/94            447,125       1,618,225         .62
                                                                                                                    
                                                                                                      3,628,225        1.40
   Princor Growth       Ciba-Geigy Corp.; Exchangeable                                                              
   Fund, Inc.              Subordinated Debentures                   3/20/91            500,000         512,500         .20
                                                                                                                    
   Princor World        Alfa SA; Convertible                                                                        
   Fund, Inc.              Subordinated Debentures                   9/25/95          1,293,600       1,339,000         .71
                        Fokus Bank                                   10/9/95            557,692         700,212         .37
                        Hyundai Motor Co.                            8/23/96            318,750         266,875         .14
                                                                     8/28/96            312,500         266,875         .14
                                                                     9/3/96             159,997         138,775         .08
                        Royal Plastics Group                         11/23/94           441,561       1,006,658         .53
                                                                     6/26/96             75,889          93,209         .05
                                                                     6/27/96            159,181         195,739         .10
                                                                     6/28/96            262,191         318,776         .17
                                                                     7/2/96              53,382          65,246         .03
                                                                     7/3/96             149,540         184,554         .10
                                                                     7/5/96             150,837         186,418         .10
                        Voest-Alpine Stahl                           10/27/95           913,965         996,137         .53
                                                                     1/11/96            414,525         431,659         .23
                                                                     6/26/96            585,672         571,119         .30
                                                                     6/27/96            298,647         292,200         .15
                                                                                                                    
                                                                                                      7,053,452        3.73
                                                                                                                    
</TABLE>
                                                    
The Growth Funds'  investments are with various  issuers in various  industries.
The Schedules of Investments contained herein summarize concentrations of credit
risk by issuer and industry.

Note 5 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:

<TABLE>
                                                                        Princor           Princor Blue         Princor Capital
                                                                  Balanced Fund, Inc.    Chip Fund, Inc.   Accumulation Fund, Inc.

  Year Ended October 31, 1996:
  Shares sold:
<S>                                                                    <C>                   <C>                   <C>      
     Class A   ................................................        1,006,927             1,010,928             1,522,381
     Class B   ................................................          342,259               285,616               271,398
     Class R*   ...............................................           62,977                94,417                65,641
  Shares issued in reinvestment of dividends and distributions:
     Class A ..................................................          289,049                69,998             1,127,785
     Class B ..................................................           11,027                 4,760                 8,361
     Class R*   ...............................................              234                   214                    15
  Shares redeemed:
     Class A   ................................................         (606,332)             (828,161)           (1,274,731)
     Class B   ................................................          (35,859)              (22,683)              (18,454)
     Class R*   ...............................................           (2,990)               (2,386)               (2,115)

                                                 Net Increase          1,067,292               612,703             1,700,281


  Year Ended October 31, 1995:
  Shares sold:
     Class A   ....................................................      621,291               459,446             1,337,962
     Class B**   ..................................................       96,737               118,048                99,674
  Shares issued in reinvestment of dividends and distributions:
     Class A ......................................................      109,764                27,369               504,425
     Class B** ....................................................          785                   428                   303
  Shares redeemed:
     Class A   ....................................................     (868,199)             (332,080)           (1,230,978)
     Class B**   ..................................................       (5,423)               (2,930)               (4,723)

                                     Net Increase (Decrease)             (45,045)              270,281               706,663

<FN>
     * Period from February 27, 1996 (date operations commenced) through October 31,  1996.  
    ** Period  from  December 5, 1994 (date  operations  commenced through October 31, 1995.
</FN>
</TABLE>



Note 5 -- Capital Share Transactions (Continued)

<TABLE>
<CAPTION>
                                                                      Princor         Princor         Princor         Princor
                                                                   Emerging Growth     Growth        Utilities         World
                                                                     Fund, Inc.      Fund, Inc.     Fund, Inc.      Fund, Inc.

  Year Ended October 31, 1996:
  Shares sold:
<S>                                                                    <C>             <C>              <C>          <C>      
     Class A   ...................................................     2,182,164       1,486,767        985,437      5,112,891
     Class B   ...................................................       566,438         418,002        292,572      1,476,354
     Class R*  ...................................................        57,072          51,440         27,529        130,933
  Shares issued in reinvestment of dividends and distributions:
     Class A .....................................................       136,102         191,988        190,416      1,013,112
     Class B .....................................................         7,537           8,274         12,720         30,387
     Class R*.....................................................             3               2            167         --
  Shares redeemed:
     Class A   ...................................................      (688,302)       (587,050)    (1,377,265)    (2,342,950)
     Class B   ...................................................       (58,563)        (40,235)      (176,703)       (96,808)
     Class R *  ..................................................          (555)           (330)          (256)          (754)

                              Net Increase (Decrease)                  2,201,896       1,528,858        (45,383)     5,323,165



  Year Ended October 31, 1995:
  Shares sold:
     Class A   ...................................................     1,672,153       1,298,559        985,916      4,196,714
     Class B** ...................................................       315,641         228,863        374,706        552,636
  Shares issued in reinvestment of dividends and distributions:
     Class A   ...................................................        30,633         118,018        257,037        500,571
     Class B** ...................................................            35             220          6,082            166
  Shares redeemed:
     Class A   ...................................................      (620,722)       (469,161)    (1,355,492)    (2,887,555)
     Class B** ...................................................       (28,338)         (5,918)       (19,084)       (12,675)

                                         Net Increase                  1,369,402       1,170,581        249,165      2,349,857

<FN>
     * Period from February 27, 1996 (date operations commenced) through October 31,  1996.  
    ** Period  from  December 5, 1994 (date  operations  commenced) through October 31, 1995.
</FN>
</TABLE>

Note 6 -- Line of Credit

The Growth Funds have an unsecured  line of credit with a bank which allows each
fund to borrow up to  $500,000.  Borrowings  are made solely to  facilitate  the
handling of unusual and/or unanticipated short-term cash requirements.  Interest
is charged to each fund, based on its borrowings,  at a rate equal to the bank's
Fed Funds Unsecured Rate plus 100 basis points.  Additionally,  a commitment fee
is  charged at the annual  rate of .25% of the line of  credit.  At October  31,
1996, the Growth Funds had no outstanding borrowings under the line of credit.
<PAGE>
October 31, 1996

SCHEDULES OF INVESTMENTS

PRINCOR BALANCED FUND, INC.


                                              Shares
                                               Held              Value



Common Stocks (54.21%)

Advertising (0.18%)
   Interpublic Group of Cos., Inc.               2,900      $     140,650

Bakery Products (0.85%)
   Sara Lee Corp.                               18,500            656,750

Beverages (0.83%)
   Pepsico, Inc.                                17,100            506,588
   Universal Foods Corp.                         4,000            141,500

                                                                  648,088
Combination Utility Services (0.57%)
   Cinergy Corp.                                13,300            440,563

Commercial Banks (5.66%)
   Banc One Corp.                               17,900            758,512
   Bank of Boston Corp.                         11,600            742,400
   CoreStates Financial Corp.                   19,200            933,600
   First of America Bank Corp.                   5,300            288,188
   Fleet Financial Group, Inc.                   9,900            493,763
   KeyCorp.                                     14,300            666,737
   Nationsbank Corp.                             5,500            518,375

                                                                4,401,575
Commercial Printing (0.64%)
   R. R. Donnelley & Sons Co.                   16,300            495,113

Communications Equipment (0.89%)
   Allen Group, Inc.                             4,100(a)          65,088
   DSC Communications Corp.                     12,400(a)         172,050
   General Instrument Corp.                     22,700(a)         456,837

                                                                  693,975
Computer & Office Equipment (1.58%)
   Hewlett-Packard Co.                           8,300            366,237
   International Business Machines Corp.         6,700            864,300

                                                                1,230,537
Consumer Products (0.47%)
   Philip Morris Cos., Inc.                      3,900            361,238

Crude Petroleum & Natural Gas (1.28%)
   Texaco, Inc.                                  9,800            995,925

Dairy Products (0.30%)
   Dean Foods Co.                                8,000            232,000

Drug Stores & Proprietary Stores (0.53%)
   Rite Aid Corp.                               12,100            411,400

Drugs (6.04%)
   Abbott Labs                                  14,500            734,063
   American Home Products Corp.                  9,800            600,250
   Bristol-Myers Squibb Co.                      4,200            444,150
   Merck & Co., Inc.                            10,500            778,312
   Pharmacia & Upjohn, Inc.                     23,000            828,000
   Schering-Plough Corp.                        12,200            780,800
   Warner-Lambert Co.                            8,300            528,087

                                                                4,693,662
Electric Services (2.40%)
   Dominion Resources, Inc.                     11,900            449,225
   FPL Group, Inc.                               7,900            363,400
   Houston Industries, Inc.                     32,600            745,725
   Potomac Electric Power Co.                   12,000            307,500

                                                                1,865,850
Electrical Industrial Apparatus (0.50%)
   Emerson Electric Co.                          4,400      $     391,600

Electronic Distribution Equipment (1.03%)
   General Electric Co.                          8,300            803,025

Fats & Oils (1.26%)
   Archer Daniels Midland Co.                   44,965            977,988

General Industrial Machinery (0.62%)
   BW/IP Holdings, Inc.; Class  A                5,500             74,250
   Pall Corp.                                   15,900            407,438

                                                                  481,688
Grain Mill Products (0.66%)
   Ralston-Ralston Purina Group                  7,700            509,163

Greeting Cards (0.73%)
   American Greetings Corp.                     19,300            565,731

Grocery Stores (2.61%)
   Albertson's, Inc.                            14,300            491,562
   American Stores Co.                          13,600            562,700
   Sysco Corp.                                  28,600            972,400

                                                                2,026,662
Household Furniture (1.42%)
   Masco Corp.                                  35,100          1,101,262

Industrial Inorganic Chemicals (0.68%)
   Dow Chemical Co.                              4,600            357,650
   Eastman Chemical Co.                          3,250            171,438

                                                                  529,088
Jewelry, Silverware &
Plated Ware (0.23%)
   Jostens, Inc.                                 8,400            180,600

Management & Public Relations (1.33%)
   Dun & Bradstreet Corp.                       17,800          1,030,175

Meat Products (0.96%)
   Tyson Foods, Inc.                            25,200            743,400

Medical Instruments & Supplies (0.63%)
   St. Jude Medical, Inc.                       12,350(a)         487,825

Medical Service & Health
Insurance (1.17%)
   AON Corp.                                     7,600            438,900
   Foundation Health Corp.                      13,500(a)         403,313
   Physicians Corp. of America                   5,700(a)          63,056

                                                                  905,269
Metal Forgings & Stampings (0.55%)
   Newell Co.                                   15,000            425,625

Metalworking Machinery (0.08%)
   Giddings & Lewis                              5,500             64,625

Miscellaneous Business Services (0.23%)
   Safety-Kleen Corp.                           11,200            175,000

Miscellaneous Converted Paper
Products (1.05%)
   Minnesota Mining & Mfg. Co.                  10,600            812,225

Miscellaneous Electrical Equipment
& Supplies (0.59%)
   Motorola, Inc.                               10,000            460,000

Miscellaneous Fabricated Metal
Products (0.15%)
   Keystone International, Inc.                  6,300      $     113,400

Miscellaneous Plastics Products,
NEC (0.21%)
   Rubbermaid, Inc.                              7,100            165,075

Miscellaneous Shopping Goods
Stores (1.47%)
   Toys 'R' Us, Inc.                            33,600(a)       1,138,200

Motor Vehicles, Parts & Supplies (0.92%)
   Grainger (W. W.), Inc.                        9,600            711,600

Paper Mills (1.10%)
   Kimberly Clark Corp.                          9,200            857,900

Petroleum Refining (2.79%)
   Atlantic Richfield Co.                        9,300          1,232,250
   Exxon Corp.                                  10,600            939,425

                                                                2,171,675
Plastic Materials & Synthetics (0.13%)
   Wellman, Inc.                                 5,900            104,725

Sanitary Services (2.62%)
   Browning-Ferris Industries, Inc.             37,100            973,875
   WMX Technologies, Inc.                       30,800          1,058,750

                                                                2,032,625
Security Brokers & Dealers (0.33%)
   Edwards (A.G.), Inc.                          8,475            253,191

Soap, Cleaners & Toilet Goods (2.03%)
   Avon Products                                17,000            922,250
   Colgate-Palmolive Co.                         7,100            653,200

                                                                1,575,450
Telephone Communication (2.01%)
   AT&T Corp.                                   20,000            697,500
   MCI Communications Corp.                     34,300            861,787

                                                                1,559,287
Variety Stores (1.90%)
   Dayton-Hudson Corp.                          21,800            754,825
   Wal-Mart Stores, Inc.                        27,100            721,537

                                                                1,476,362


                                   Total Common Stocks         42,097,767

Preferred Stocks (2.01%)

Motor Vehicles & Equipment (1.95%)
   Federal-Mogul Corp.
      Series D Convertible                       7,800(b)         491,400
   Ford Motor Co.
      Series A Convertible                      10,000          1,022,500

                                                                1,513,900
Paper Mills (0.06%)
   James River Corp. of Virginia
      Series L Convertible
      Exchangeable                               1,000             50,125

                                Total Preferred Stocks          1,564,025

                                               Principal
                                                 Amount             Value

Bonds (3.37%)

Aircraft & Parts (0.29%)
   Rohr Industries, Inc.
      Convertible Subordinated
      Debentures; 7.00%; 10/1/12            $    260,000      $     223,600

Blast Furnace & Basic
Steel Products (0.47%)
   Quanex Corp. Convertible
      Subordinated Debentures;
      6.88%; 6/30/07                             350,000            361,375

Electric Lighting & Wiring
Equipment (0.33%)
   Cooper Industries, Inc. Convertible
      Subordinated Debentures;
      7.05%; 1/1/15                              245,000            259,700

Electrical Industrial Apparatus (0.47%)
   Liebert Co. Convertible
      Subordinated Debentures;
      8.00%; 11/15/10                            110,000            362,587

Engines & Turbines (0.61%)
   Outboard Marine Corp. Convertible
      Subordinated Debentures;
      7.00%; 7/1/02                              500,000            475,625

Lumber & Other Building
Materials (0.31%)
   Hechinger Co. Convertible
      Subordinated Debentures;
      5.50%; 4/1/12                              600,000            243,000

Petroleum Refining (0.61%)
   Pennzoil Co. Senior Exchangeable
      Debentures; 6.50%; 1/15/03                 300,000            473,250

Trucking & Courier Services,
Ex., Air (0.28%)
   Builders Transport, Inc. Convertible
      Subordinated Debentures;
       6.50%; 5/1/11                             306,000            220,320


                                             Total Bonds          2,619,457

U.S. Government Treasury Notes & Bonds (34.57%)

Treasury Notes & Bonds (34.57%)
   5.13%; 2/28/98                              4,000,000          3,972,967
   5.13%; 11/30/98                             1,000,000            987,421
   6.00%; 10/15/99                             2,150,000          2,156,719
   5.50%; 4/15/00                              5,800,000          5,708,464
   6.25%; 4/30/01                              1,000,000          1,006,914
   6.38%; 8/15/02                              3,300,000          3,335,705
   5.75%; 8/15/03                              3,000,000          2,921,367
   5.88%; 2/15/04                              3,200,000          3,124,998
   7.50%; 2/15/05                              1,000,000          1,074,257
   8.25%; 5/15/05                                750,000            794,531
   7.25%; 5/15/16                                575,000            606,625
   7.50%; 11/15/16                               575,000            621,898
   7.25%; 8/15/22                                500,000            529,063
                                     
                                                                 26,840,929
                                 
Commercial Paper (5.41%)

Business Credit Institutions (3.17%)
   General Electric Capital Corp.;
      5.75%; 11/1/96                        $  2,465,000      $   2,465,000

Securities Brokers & Dealers (2.24%)
   Merrill Lynch & Co., Inc.;
      5.30%; 11/4/96                           1,740,000          1,739,232


                                  Total Commercial Paper          4,204,232


                    Total Portfolio Investments (99.57%)         77,326,410

Cash, receivables and other assets,
   net of liabilities (0.43%)                                       331,983

                                Total Net Assets (100.00%)      $77,658,393

(a)  Non-income producing security - No dividend paid during the period.
(b)  Restricted security - See Note 4 to the financial statements.

PRINCOR BLUE CHIP FUND, INC.

                                               Shares
                                                Held              Value

Common Stocks (95.00%)

Beverages (5.48%)
   Coca-Cola Co.                                 26,700      $   1,348,350
   Pepsico, Inc.                                 51,400          1,522,725

                                                                 2,871,075
Commercial Banks (8.66%)
   Banc One Corp.                                35,745          1,514,694
   J. P. Morgan & Co. Inc.                       17,000          1,468,375
   KeyCorp                                       33,500          1,561,938

                                                                 4,545,007
Commercial Printing (2.25%)
   R. R. Donnelley & Sons Co.                    38,900          1,181,587

Communications Equipment (0.84%)
   Lucent Technologies                            9,365            440,202

Computer & Office Equipment (2.55%)
   Hewlett-Packard Co.                           30,300          1,336,987

Department Stores (2.57%)
   May Department Stores                         28,500          1,350,188

Drug Stores & Proprietary Stores (2.75%)
   Walgreen Co.                                  38,300          1,445,825

Drugs (10.61%)
   Bristol-Myers Squibb Co.                      14,500          1,533,376
   Johnson & Johnson                             28,400          1,398,700
   Merck & Co., Inc.                             20,100          1,489,912
   Warner-Lambert Co.                            18,000          1,145,250

                                                                 5,567,238
Eating & Drinking Places (2.32%)
   McDonald's Corp.                              27,400      $   1,215,875

Electric Services (4.07%)
   Dominion Resources, Inc.                      27,500          1,038,125
   KU Energy Corp.                               37,000          1,096,125

                                                                 2,134,250
Electrical Industrial Apparatus (2.51%)
   Emerson Electric Co.                          14,800          1,317,200

Electronic Distribution
Equipment (3.15%)
   General Electric Co.                          17,100          1,654,425

Fire, Marine & Casualty
Insurance (3.00%)
   American International Group                  14,500          1,575,062

General Industrial Machinery (2.73%)
   Pall Corp.                                    56,000          1,435,000

Grain Mill Products (2.54%)
   Kellogg Co.                                   21,000          1,333,500

Industrial Inorganic Chemicals (1.66%)
   Dow Chemical Co.                              11,200            870,800

Insurance Agents, Brokers &
Services (2.88%)
   Equifax, Inc.                                 50,800          1,511,300

Management & Public Relations (2.68%)
   Dun & Bradstreet Corp.                        24,300          1,406,363

Medical Instruments & Supplies (2.35%)
   Allegiance Corp.                               5,440(a)         102,000
   Baxter International, Inc.                    27,200          1,132,200

                                                                 1,234,200
Metal Cans & Shipping
Containers (2.60%)
   Crown Cork & Seal Co., Inc.                   28,400          1,363,200

Miscellaneous Converted Paper
Products (3.12%)
   Minnesota Mining & Mfg. Co.                   21,400          1,639,775

Miscellaneous Electrical Equipment &
Supplies (2.46%)
   Motorola, Inc.                                28,100          1,292,600

Petroleum Refining (6.00%)
   Exxon Corp.                                   17,800          1,577,526
   Royal Dutch Petroleum Co. ADR                  9,500          1,571,062

                                                                 3,148,588
Preserved Fruits & Vegetables (2.87%)
   H. J. Heinz Co.                               42,500          1,508,750

Sanitary Services (1.31%)
   WMX Technologies, Inc.                        20,000            687,500

Soap, Cleaners & Toilet Goods (2.90%)
   Procter & Gamble Co.                          15,400          1,524,600

Sugar & Confectionary Products (3.04%)
   Wrigley Wm. Jr. Co.                           26,500          1,596,625

Telephone Communication (5.10%)
   AT&T Corp.                                    28,900      $   1,007,887
   Bellsouth Corp.                               41,000          1,670,750

                                                                 2,678,637

                                    Total Common Stocks         49,866,359


                                              Principal
                                                Amount             Value


Commercial Paper (4.82%)

Business Credit Institutions (2.47%)
   General Electric Capital Corp.;
      5.75%; 11/1/96                       $  1,295,000          1,295,000

Securities Brokers & Dealers (2.35%)
   Merrill Lynch & Co.;
      5.30%; 11/4/96                          1,235,000          1,234,454


                                 Total Commercial Paper          2,529,454


                   Total Portfolio Investments (99.82%)         52,395,813

Cash, receivables and other assets,
   net of liabilities (0.18%)                                       94,588

                               Total Net Assets (100.00%)      $52,490,401


(a) Non-income producing security - No dividend paid during the period.

PRINCOR CAPITAL ACCUMULATION FUND, INC.

                                               Shares
                                                Held             Value

Common Stocks (96.57%)

Beverages (1.17%)
   Pepsico, Inc.                              119,700     $    3,546,113
   Universal Foods Corp.                       48,300          1,708,612

                                                               5,254,725
Combination Utility Services (1.17%)
   Cinergy Corp.                              158,800          5,260,250

Commercial Banks (10.48%)
   Banc One Corp.                             295,240         12,510,795
   Bank of Boston Corp.                       100,700          6,444,800
   CoreStates Financial Corp.                 248,000         12,059,000
   First of America Bank Corp.                 80,200          4,360,875
   KeyCorp                                    159,500          7,436,688
   Nationsbank Corp.                           43,000          4,052,750

                                                              46,864,908
Communications Equipment (1.85%)
   Allen Group, Inc.                           44,700(a)         709,613
   DSC Communications Corp.                   136,300(a)       1,891,162
   General Instrument Corp.                   232,400(a)       4,677,050
   Lucent Technologies                         21,579          1,014,213

                                                               8,292,038
Computer & Office Equipment (2.86%)
   Hewlett-Packard Co.                         82,000          3,618,250
   International Business
       Machines Corp.                          71,000          9,159,000

                                                              12,777,250
Crude Petroleum & Natural Gas (2.16%)
   Texaco, Inc.                                95,300     $    9,684,862

Dairy Products (0.61%)
   Dean Foods Co.                              95,100          2,757,900

Drugs (9.72%)
   Abbott Labs                                178,000          9,011,250
   American Home Products Corp.               116,000          7,105,000
   Bristol-Myers Squibb Co.                   119,800         12,668,850
   Merck & Co., Inc.                          109,000          8,079,625
   Warner-Lambert Co.                         104,000          6,617,000


                                                              43,481,725
Electric Services (4.94%)
   Dominion Resources, Inc.                    98,200          3,707,050
   FPL Group, Inc.                             85,100          3,914,600
   Houston Industries, Inc.                   488,000         11,163,000
   Potomac Electric Power Co.                 130,000          3,331,250

                                                              22,115,900
Electrical Industrial Apparatus (1.37%)
   Emerson Electric Co.                        68,697          6,114,033

Electronic Distribution Equipment (1.84%)
   General Electric Co.                        85,000          8,223,750

Farm & Garden Machinery (2.21%)
   Tenneco, Inc.                              200,000          9,900,000

Fats & Oils (2.35%)
   Archer Daniels Midland Co.                 483,000         10,505,250

Fire, Marine & Casualty
Insurance (1.51%)
   Allstate Corp.                             120,051          6,737,862

General Industrial Machinery (0.67%)
   BW/IP Holdings, Inc.; Class A               64,100            865,350
   Pall Corp.                                  84,000          2,152,500

                                                               3,017,850
Grain Mill Products (0.96%)
   Ralston-Ralston Purina Group                65,000          4,298,125

Greeting Cards (1.70%)
   American Greetings Corp.                   259,100          7,594,869

Grocery Stores (3.65%)
   Albertson's, Inc.                           98,000          3,368,750
   American Stores Co.                        140,000          5,792,500
   Sysco Corp.                                210,500          7,157,000

                                                              16,318,250
Household Furniture (2.47%)
   Masco Corp.                                351,500         11,028,313

Industrial Inorganic Chemicals (1.25%)
   Dow Chemical Co.                            47,700          3,708,675
   Eastman Chemical Co.                        35,400          1,867,350

                                                               5,576,025
Industrial Organic Chemicals (0.37%)
   Ethyl Corp.                                200,000          1,650,000

Jewelry, Silverware & Plated
Ware (0.42%)
   Jostens, Inc.                               88,200          1,896,300

Life Insurance (1.96%)
   American General Corp.                     235,000          8,753,750

Management & Public Relations (1.43%)
   Dun & Bradstreet Corp.                     110,600          6,400,975

Meat Products (1.45%)                 
   Tyson Foods, Inc.                          219,700          6,481,150

Medical Instruments & Supplies (1.16%)
   St. Jude Medical, Inc.                     131,450(a)       5,192,275

Medical Service & Health
Insurance (1.75%)
   AON Corp.                                 74,600          4,308,150
   Foundation Health Corp.                   93,200(a)       2,784,350
   Physicians Corp. of America               64,300(a)         711,319
                                            
                                                             7,803,819
Metal Forgings & Stampings (0.95%)          
   Newell Co.                               150,000          4,256,250
                                            
Metalworking Machinery (0.17%)              
   Giddings & Lewis                          64,200            754,350
                                            
Miscellaneous Business Services (0.42%)     
   Safety-Kleen Corp.                       121,200          1,893,750
                                            
Miscellaneous Converted Paper               
Products (1.82%)                            
   Minnesota Mining & Mfg. Co.              106,000          8,122,250
                                            
Miscellaneous Electrical Equipment          
& Supplies (0.80%)                          
   Motorola, Inc.                            77,300          3,555,800
                                            
Miscellaneous Fabricated Metal              
Products (0.31%)                            
   Keystone International, Inc.              76,200          1,371,600
                                            
Miscellaneous Shopping Goods                
Stores (2.05%)                           
   Toys 'R' Us, Inc.                        270,100(a)       9,149,637

Motor Vehicles, Parts & Supplies (1.50%)
   Grainger (W. W.), Inc.                    90,300          6,693,488

Paper Mills (1.75%)
   Kimberly Clark Corp.                       83,900          7,823,675

Petroleum Refining (4.45%)
   Atlantic Richfield Co.                     89,800         11,898,500
   Exxon Corp.                                90,400          8,011,700

                                                             19,910,200
Plastic Materials & Synthetics (0.25%)
   Wellman, Inc.                              64,200          1,139,550

Sanitary Services (4.62%)
   Browning-Ferris Industries, Inc.          425,000         11,156,250
   WMX Technologies, Inc.                    276,000          9,487,500

                                                             20,643,750
Security Brokers & Dealers (0.67%)
   Edwards (A.G.), Inc.                      100,322          2,997,120

Soap, Cleaners & Toilet Goods (3.80%)
   Avon Products                             186,000         10,090,500
   Colgate-Palmolive Co.                      74,800          6,881,600

                                                             16,972,100
Telephone Communication (6.16%)
   AT&T Corp.                                128,300     $    4,474,462
   MCI Communications Corp.                  252,800          6,351,600
   US West Communications Group              550,000         16,706,250

                                                             27,532,312
Variety Stores (3.37%)
   Dayton-Hudson Corp.                       195,000          6,751,875
   Wal-Mart Stores, Inc.                     312,000          8,307,000

                                                             15,058,875

                                 Total Common Stocks         431,856,861


                                           Principal
                                            Amount             Value


Commercial Paper (3.26%)

Personal Credit Institutions (2.41%)
   Ford Motor Credit;
      5.25%; 11/5/96                     $  4,220,000     $    4,217,538
      5.30%; 11/7/96                        6,540,000          6,534,223

                                                              10,751,761
Security Brokers & Dealers (0.85%)
   Merrill Lynch & Co., Inc.;
      5.25%/ 11/1/96                        3,820,000          3,820,000

                                 Total Commercial Paper         14,571,761

                   Total Portfolio Investments (99.83%)        446,428,622

Cash, receivables and other assets,
   net of liabilities (0.17%)                                      772,501

                               Total Net Assets (100.00%)     $447,201,123

(a) Non-Income producing security - No dividend paid during the period.

PRINCOR EMERGING GROWTH FUND, INC.


                                               Shares
                                                Held              Value


Common Stocks (85.42%)

Blast Furnace & Basic Steel
Products (0.76%)
   Lukens, Inc.                                 144,000     $    1,980,000

Carpets & Rugs (0.89%)
   Shaw Industries, Inc.                        196,800          2,312,400

Chemicals & Allied Products (0.45%)
   Sigma-Aldrich Corp.                           20,000          1,175,000

Commercial Banks (7.18%)
   Boatmen's Bancshares, Inc.                    10,200            619,650
   First Commerce Corp.                          15,000            532,500
   First Federal Capital Corp.                  108,532          2,550,502
   Independent Bank Corp. Michigan               41,633          1,248,975
   Mercantile Bancorp., Inc.                    100,443          4,984,484
   Merchants Bancorp., Inc.                      57,500          1,739,375
   National City Corp.                           20,000            867,500
   North Fork Bancorp., Inc.                     56,300          1,780,487
   Peoples Heritage Financial Group, Inc.        78,800          1,812,400
   Princeton National Bancorp., Inc.            100,000     $    1,875,000
   Summit Bancorp.                               15,840            647,460

                                                                18,658,333
Commercial Printing (0.37%)
   Merrill Corp.                                 43,200            961,200

Computer & Data Processing
Services (7.44%)
   American Management Systems, Inc.            185,500(a)       5,866,438
   Bitstream                                    132,000(a)         792,000
   Cerner Corp.                                 236,600(a)       2,868,775
   HBO & Co.                                     54,000          3,246,750
   Microsoft Corp.                               25,000(a)       3,431,250
   National Processing, Inc.                     41,000(a)         779,000
   Sunquest Information Systems, Inc.           167,700(a)       2,347,800

                                                                19,332,013
Computer & Office Equipment (2.27%)
   EMC Corp.                                    176,100(a)       4,622,625
   Optika Imaging Systems                       140,500(a)         948,375
   Seagate Technology                             4,705            314,059

                                                                 5,885,059
Construction & Related
Machinery (2.67%)
   Energy Ventures, Inc.                        157,400(a)       6,925,600

Crude Petroleum & Natural Gas (1.15%)
   Devon Energy Corp.                            85,300          2,974,837

Dairy Products (0.32%)
   Dreyer's Grand Ice Cream, Inc.                32,400            834,300

Drugs (2.47%)
   Alliance Pharmaceutical Corp.                 48,600(a)         680,400
   Forest Laboratories, Inc.                     33,700(a)       1,297,450
   Genzyme Corp. - General Division              15,130            347,990
   Genzyme Corp. - Tissue Repair                  1,021              7,658
   Merck & Co., Inc.                             16,970          1,257,901
   Pharmacia & Upjohn, Inc.                      75,000          2,700,000
   Seragen, Inc.                                 60,000(a)         121,875

                                                                 6,413,274
Electronic Components &
Accessories (6.46%)
   Intel Corp.                                   74,000          8,130,750
   Linear Technology Corp.                       99,000          3,316,500
   Solectron Corp.                              100,000(a)       5,350,000

                                                                16,797,250
Engineering & Architectural
Services (1.74%)
   Paychex, Inc.                                 79,375          4,524,375

Finance Services (1.17%)
   First Financial Corp.                        112,400          3,048,850

Fire, Marine & Casualty
Insurance (2.37%)
   Avemco Corp.                                 104,200          1,589,050
   Berkley W. R. Corp.                           87,700          4,560,400

                                                                 6,149,450
Footwear, Except Rubber (0.93%)
   Nine West Group, Inc.                         48,600(a)       2,423,925

General Industrial Machinery (5.05%)
   Flow International Corp.                     187,200(a)       1,474,200
   Kaydon Corp.                                  89,900          3,663,425
   Pentair, Inc.                                136,200          3,439,050
   Roper Industries, Inc.                       107,900          4,558,775

                                                                13,135,450
Grocery Stores (0.98%)
   Casey's General Stores, Inc.                 141,400     $    2,545,200

Hardware Stores (0.75%)
   Central Tractor Farm & Country, Inc.         170,200(a)       1,957,300

Holding Offices (1.23%)
   ISB Financial Corp.                           73,100          1,201,581
   Today's Bancorp., Inc.                        66,000          2,004,750

                                                                 3,206,331
Hose, Belting, Gaskets & Packing (1.03%)
   Mark IV Industries                           124,160          2,684,960

Hospitals (1.80%)
   Humana, Inc.                                 118,700(a)       2,166,275
   Universal Health Services, Inc.; Class B     100,000(a)       2,500,000

                                                                 4,666,275
Insurance Agents, Brokers &
Services (1.80%)
   Equifax, Inc.                                157,400          4,682,650

Investment Offices (0.82%)
   INVESCO PLC ADS                               57,300          2,141,588

Iron & Steel Foundries (0.68%)
   Atchison Casting Corp.                       110,000(a)       1,760,000

Laundry, Cleaning & Garment
Services (0.93%)
   G&K Services, Inc.; Class A                   83,800          2,430,200

Life Insurance (0.96%)
   First Colony Corp.                            70,000          2,502,500

Measuring & Controlling Devices (1.47%)
   ISCO, Inc.                                    30,935            301,612
   Millipore Corp.                               76,200          2,667,000
   Photon Dynamics                              129,300(a)         848,531

                                                                 3,817,143
Meat Products (0.90%)
   Michael Foods, Inc.                          186,700          2,333,750

Medical Instruments & Supplies (4.63%)
   Boston Scientific Corp.                       68,100(a)       3,702,937
   Nellcor Puritan Bennett                      170,500(a)       3,324,750
   Steris Corp.                                 133,000(a)       5,020,750

                                                                12,048,437
Medical Service & Health
Insurance (4.46%)
   Alternative Living Services                  232,000(a)       3,335,000
   Foundation Health Corp.                       78,800(a)       2,354,150
   Health System International, Inc.             98,000(a)       2,339,750
   Orthofix International NV                    156,200(a)       1,288,650
   United Healthcare Corp.                       60,000          2,272,500

                                                                11,590,050
Metal Services, NEC (1.79%)
   BMC Industries, Inc.                         157,400          4,662,975

Miscellaneous Chemical Products (3.17%)
   Cytec Industries                              71,900(a)       2,570,425
   H. B. Fuller Co.                              40,000          1,670,000
   Loctite Corp.                                 68,100          3,992,362

                                                                 8,232,787
Office Furniture (1.04%)
   Chromcraft Revington, Inc.                    54,000(a)       1,390,500
   Kimball International, Inc.; Class B          36,300          1,306,800

                                                                 2,697,300
Offices & Clinics of Medical
Doctors (0.04%)
   FHP International Corp.                        3,360(a)  $      114,660

Oil & Gas Field Services (1.32%)
   Diamond Offshore Drilling                     56,300(a)       3,427,262

Operative Builders (1.00%)
   D. R. Horton, Inc.                           212,500(a)       1,939,063
   Pulte Corp.                                   25,000            662,500

                                                                 2,601,563
Paints & Allied Products (1.02%)
   RPM, Inc.                                    158,900          2,661,575

Plastic Materials & Synthetics (0.87%)
   A. Schulman, Inc.                            106,800          2,256,150

Plumbing, Heating &
Air-Conditioning (2.68%)
   Apogee Enterprises, Inc.                     170,200          6,552,700
   Metalclad Corp.                              228,400(a)         413,975

                                                                 6,966,675
Refrigeration & Service
Machinery (0.54%)
   Tecumseh Products Co.; Class A                25,000          1,406,250

Sanitary Services (0.97%)
   Browning-Ferris Industries, Inc.              85,400          2,241,750
   USA Waste Services, Inc.                       8,846            283,072

                                                                 2,524,822
Savings Institutions (0.89%)
   North Side Savings Bank (NY)                  29,100          1,404,075
   Sterling Financial Corp.                      64,333(a)         900,662

                                                                 2,304,737
Screw Machine Products, Bolts,
Etc. (1.00%)
   Trimas Corp.                                 112,400          2,585,200

Security Brokers & Dealers (0.59%)
   Jefferies Group, Inc.                         43,200          1,544,400

Telephone Communication (1.04%)
   McLeod, Inc.                                  83,200(a)       2,704,000

Toys & Sporting Goods (0.86%)
   Mattel, Inc.                                  77,350          2,233,481

Trucking & Courier Services,
Ex., Air (0.47%)
   J. B. Hunt Transport Services, Inc.           83,900          1,227,038

                                    Total Common Stocks        222,048,575

Preferred Stock (1.23%)

Offices & Clinics of Medical Doctors (1.23%)
   FHP International Corp.
      Series A Convertible                      111,200          3,197,000



                                                 Principal
                                                  Amount             Value


Bonds (1.98%)

Computer & Data Processing
Services (1.26%)
   Sierra On Line Convertible
      Subordinated Debentures;
       6.50%; 4/1/01                          $    990,000(b)  $    3,269,475

Industrial Inorganic Chemicals (0.56%)
   Ciba-Geigy Corp. Exchangeable
      Subordinated Debentures;
      6.25%; 3/15/16                               350,000(b)         358,750
   ICN Pharmaceuticals, Inc.
       Convertible Subordinated
      Debentures; 8.50%; 11/15/99                1,000,000          1,092,500

                                                                    1,451,250
Nursing & Personal Care Facilities (0.08%)
   Greenery Rehabilitation Group, Inc.
      Convertible Senior Subordinated
      Notes; 8.75%; 4/1/15                         250,000            211,250

Sanitary Services (0.08%)
   Enclean, Inc.Convertible
      Subordinated Debentures;
      7.50%; 8/1/01                                200,000            206,308


                                          Total Bonds               5,138,283

Commercial Paper (11.59%)

Miscellaneous Electrical Equipment &
Supplies (1.98%)
   General Electric Co.;
      5.25%; 11/5/96                           5,155,000          5,151,993
                                             
Personal Credit Institutions (6.57%)         
   Ford Motor Credit;                        
      5.25%; 11/6/96                           6,380,000          6,375,348
      5.30%; 11/8/96                           5,130,000          5,124,713
   Household Finance Corp.;                  
      5.25%; 11/7/96                           5,595,000          5,590,104
                                             
                                                                 17,090,165
Securities Brokers & Dealers (3.04%)         
   Merrill Lynch & Co., Inc.;                
      5.25%; 11/1/96                           3,660,000          3,660,000
      5.25%; 11/4/96                           4,245,000          4,243,143
                                                                  7,903,143
                                             
                                       
                                  Total Commercial Paper         30,145,301

                   Total Portfolio Investments (100.22%)        260,529,159

Liabilities, net of cash, receivables
   and other assets (-0.22%)                                       (568,258)


                                 Net Assets (100.00%)          $259,960,901

(a)  Non-income producing security - No dividend paid during the period.
(b) Restricted security - See Note 4 to the financial statements.

PRINCOR GROWTH FUND, INC.

                                           Shares
                                            Held              Value

Common Stocks (91.81%)

Advertising (1.14%)
   Interpublic Group of Cos., Inc.           60,000     $    2,910,000

Beverages (2.36%)
   Coca-Cola Co.                             60,000          3,030,000
   Pepsico, Inc.                            100,000          2,962,500

                                                             5,992,500
Blast Furnace & Basic Steel
Products (0.70%)
   Lukens, Inc.                              80,000          1,100,000
   Quanex Corp.                              24,142            688,047

                                                             1,788,047
Carpets & Rugs (0.92%)
   Shaw Industries, Inc.                    200,000          2,350,000

Cash Grains (2.64%)
   Pioneer Hi-Bred International            100,000          6,712,500

Commercial Banks (5.84%)
   Banc One Corp.                            55,000          2,330,625
   Boatmen's Bancshares, Inc.                54,900          3,335,175
   CoreStates Financial Corp.                12,250            595,656
   First of America Bank Corp.               40,000          2,175,000
   Firstar Corp.                             75,000          3,675,000
   FirstMerit Corp.                          50,000          1,625,000
   Princeton National Bancorp., Inc.         60,000          1,125,000

                                                            14,861,456
Communications Equipment (4.64%)
   General Instrument Corp.                 175,000          3,521,875
   Northern Telecom Ltd.                     75,000          4,884,375
   Octel Communications Corp.               213,700(a)       3,392,487

                                                            11,798,737
Computer & Data Processing
Services (3.88%)
   GTECH Holdings Corp.                     139,300(a)       4,109,350
   Microsoft Corp.                           42,000(a)       5,764,500

                                                             9,873,850
Computer & Office Equipment (5.07%)
   Bay Networks                             113,800(a)       2,304,450
   Ceridian Corp.                           106,200(a)       5,270,175
   Digital Equipment Corp.                   71,500(a)       2,109,250
   Hewlett-Packard Co.                       60,000          2,647,500
   Pitney Bowes, Inc.                        10,000            558,750

                                                            12,890,125
Department Stores (1.21%)
   May Department Stores                     65,000          3,079,375

Drugs (8.57%)
   Alliance Pharmaceutical Corp.             20,000(a)         280,000
   Bristol-Myers Squibb Co.                  25,000          2,643,750
   Genzyme Corp. - General Division           9,456(a)         217,488
   Genzyme Corp. - Tissue Repair                638(a)           4,785
   Johnson & Johnson                         80,000          3,940,000
   Lilly (Eli) & Co.                         50,000          3,525,000
   Merck & Co., Inc.                         50,000          3,706,250
   Pharmacia & Upjohn, Inc.                 100,000          3,600,000
   Seragen, Inc.                             70,500(a)         143,203
   Smithkline Beecham PLC ADR.               60,000          3,757,500

                                                            21,817,976
Electric Light & Wiring
Equipment (0.25%)
   Raychem Corp.                              8,100     $      632,813

Electrical Goods (0.59%)
   Avnet, Inc.                               30,000          1,511,250

Electronic Components &
Accessories (3.91%)
   Intel Corp.                               63,000          6,922,125
   Linear Technology Corp.                   90,000          3,015,000

                                                             9,937,125
Electronic Distribution Equipment (0.76%)
   General Electric Co.                      20,000          1,935,000

Federal & Federally Sponsored
Credit (0.62%)
   Federal National Mortgage
      Association                            40,000          1,565,000

Footwear, Except Rubber (1.38%)
   Stride Rite Corp.                        425,000          3,506,250

General Industrial Machinery (3.41%)
   Flow International Corp.                 100,000(a)         787,500
   Ingersoll-Rand Co.                        70,000          2,913,750
   Tyco International Ltd.                  100,000          4,962,500

                                                             8,663,750
Grain Mill Products (1.39%)
   Ralcorp Holdings, Inc.                    10,833(a)         227,493
   Ralston-Ralston Purina Group              50,000          3,306,250
                                                             3,533,743
Grocery Stores (0.15%)
   Casey's General Stores, Inc.              21,052            378,936

Holding Offices (0.36%)
   Today's Bancorp., Inc.                    30,000            911,250

Hose, Belting, Gaskets & Packing (1.09%)
   Mark IV Industries                       128,156          2,771,373

Hospitals (2.73%)
   Columbia/HCA Healthcare Corp.             70,800          2,531,100
   Humana, Inc.                             105,000(a)       1,916,250
   Universal Health Services, Inc.
      Class B                               100,000(a)       2,500,000

                                                             6,947,350
Household Furniture (0.99%)
   Masco Corp.                               80,000          2,510,000

Investment Offices (0.73%)
   INVESCO PLC ADR                           50,000          1,868,750

Lumber & Other Building
Materials (2.15%)
   Home Depot, Inc.                         100,000          5,475,000

Management & Public Relations (2.07%)
   Dun & Bradstreet Corp.                    10,000            578,750
   Medaphis Corp.                           527,000(a)       4,677,125

                                                             5,255,875
Medical Instruments & Supplies (5.68%)
   Becton, Dickinson & Co.                   70,000          3,045,000
   Boston Scientific Corp.                  150,000(a)       8,156,250
   Nellcor Puritan Bennett                  166,600(a)       3,248,700

                                                            14,449,950
Medical Service & Health
Insurance (3.66%)
   AON Corp.                                 40,000     $    2,310,000
   Foundation Health Corp.                   75,000(a)       2,240,625
   Health System International, Inc.         50,000(a)       1,193,750
   United Healthcare Corp.                   60,000          2,272,500
   Value Health, Inc.                        75,000(a)       1,303,125

                                                             9,320,000
Millwork, Plywood & Structural
Members (0.59%)
   Georgia-Pacific Corp.                     20,000          1,500,000

Miscellaneous Chemical Products (0.46%)
   Loctite Corp.                             20,000          1,172,500

Miscellaneous Converted Paper
Products (0.42%)
   Minnesota Mining & Mfg. Co.               14,000          1,072,750

Miscellaneous Electrical Equipment
& Supplies (1.08%)
   Motorola, Inc.                            60,000          2,760,000

Miscellaneous  Shopping Goods
Stores (0.47%)
   Toys 'R' Us, Inc.                         35,000(a)       1,185,625

Motor Vehicles & Equipment (2.46%)
   Chrysler Corp.                           100,000          3,362,500
   Dana Corp.                                98,000          2,903,250

                                                             6,265,750
Office Furniture (0.15%)
   Chromcraft Revington, Inc.                15,000(a)         386,250

Offices & Clinics of Medical
Doctors (0.20%)
   FHP International Corp.                   15,000(a)         511,875

Operative Builders (0.44%)
   Pulte Corp.                               42,105          1,115,783

Petroleum Refining (2.26%)
   Atlantic Richfield Co.                    20,000          2,650,000
   Exxon Corp.                               35,000          3,101,875

                                                             5,751,875
Photographic Equipment
& Supplies (0.02%)
   Imation Corp.                              1,400(a)          38,325

Plastic Materials & Synthetics (0.66%)
   A. Schulman, Inc.                         80,000          1,690,000

Plumbing, Heating & Air-
Conditioning  (0.19%)
   Metalclad Corp.                          264,500(a)         479,406

Preserved Fruits & Vegetables (0.78%)
   CPC International, Inc.                   25,000          1,971,875

Radio, Television & Computer
Stores (0.15%)
   Tandy Corp.                               10,000            376,250

Radio & Television Broadcasting  (1.20%)
   Sinclair Broadcast Group                 100,000(a)  $    3,050,000

Refrigeration & Service
Machinery (0.88%)
   Tecumseh Products Co.; Class A            40,000          2,250,000

Rubber & Plastics Footwear (0.70%)
   Reebok International Ltd.                 50,000          1,787,500

Sanitary Services (1.66%)
   Browning-Ferris Industries, Inc.          80,000          2,100,000
   USA Waste Services, Inc.                  17,695(a)         566,240
   WMX Technologies, Inc.                    45,000          1,546,875

                                                             4,213,115
Security Brokers & Dealers (1.24%)
   Salomon, Inc.                             70,000          3,158,750

Shoe Stores (0.14%)
   Payless Shoesource, Inc.                  10,400(a)         352,300

Soap, Cleaners & Toilet Goods (3.41%)
   Colgate-Palmolive Co.                     40,000          3,680,000
   Ecolab, Inc.                             120,000          4,380,000
   International Flavors & Fragrances, Inc.  15,000            620,625

                                                             8,680,625
Toys & Sporting Goods (1.40%)
   Mattel, Inc.                             123,046          3,552,953

Trucking & Courier Services,
Ex., Air (0.15%)
   Caliber System Inc.                       15,000            253,125
   Roadway Express                            7,500            119,063

                                                               372,188
Women's & Children's
Undergarments (1.81%)
   Warnaco Group, Class A                   185,200          4,606,850

                                Total Common Stocks        233,550,526

Preferred Stocks (1.80%)

Motor Vehicles & Equipment (0.40%)
   Ford Motor Co.
      Series A Convertible                   10,000          1,022,500

Offices & Clinics of Medical
Doctors (1.40%)
   FHP International Corp.
      Series A Convertible                  124,000          3,565,000


                             Total Preferred Stocks          4,587,500


                                            Principal
                                             Amount             Value


Bonds (1.30%)


Electrical Industrial Apparatus (0.65%)
   Liebert Co. Convertible
      Subordinated Debentures;
      8.00%; 11/15/10                       $    500,000     $    1,648,125

Industrial Inorganic Chemicals (0.20%)
   Ciba-Geigy Corp. Exchangeable
      Subordinated Debentures;
      6.25%; 3/15/16                        $    500,000(b)  $      512,500

Nursing & Personal Care Facilities (0.33%)
   Greenery Rehabilitation Group, Inc.
      Convertible Senior Subordinated
      Notes; 8.75%; 4/1/15                     1,000,000            845,000

Sanitary Services (0.12%)
   Enclean, Inc. Convertible
      Subordinated Debentures;
       7.50%; 8/1/01                             300,000            309,462


                                             Total Bonds          3,315,087

Commercial Paper (5.02%)

Personal Credit Institutions (1.76%)
   Ford Motor Credit Co.;
      5.35%; 11/5/96                           4,485,000          4,482,334

Security Brokers & Dealers (3.26%)
   Merill Lynch & Co.;
      5.25%; 11/1/96                           2,545,000          2,545,000
      5.28%; 11/4/96                           2,545,000          2,543,880
      5.30%; 11/6/96                           3,195,000          3,192,648

                                                                  8,281,528


                                  Total Commercial Paper         12,763,862

                    Total Portfolio Investments (99.93%)        254,216,975

Cash, receivables and other assets,
   net of liabilities (0.07%)                                       176,320

                                Total Net Assets (100.00%)     $254,393,295

(a)  Non-income producing security - No dividend paid during the period.
(b)  Restricted security - See Note 4 to the financial statements.

PRINCOR UTILITIES FUND, INC.

                                             Shares
                                              Held              Value


Common Stocks (98.39%)

Combination Utility Services (32.76%)
   Baltimore Gas & Electric Co.                 79,300     $   2,160,925
   Cilcorp, Inc.                                52,000         1,898,000
   Cinergy Corp.                                70,099         2,322,029
   LG&E Energy Corp.                            92,300         2,134,437
   Montana Power Co.                            97,800         2,078,250
   Pacificorp                                  100,100         2,114,613
   Public Service Co. of Colorado               59,600         2,205,200
   Utilicorp United Inc.                        79,000         2,142,875
   Washington Water Power Co.                  117,700         2,251,012
   Western Resources, Inc.                      73,400         2,202,000
   Wisconsin Energy Corp.                       79,300         2,151,013

                                                              23,660,354
Communications Equipment (0.99%)
   Lucent Technologies                          15,199     $     714,353

Electric Services (32.38%)
   Central & Southwest                          79,000         2,093,500
   Duke Power Co.                               44,600         2,179,825
   FPL Group, Inc.                              47,600         2,189,600
   Houston Industries, Inc.                     99,200         2,269,200
   Mid American Energy Co.                     137,400         2,129,700
   New England Electric System                  44,000         1,485,000
   Portland General Corp.                       58,000         2,537,500
   Puget Sound Power & Light Co.                91,500         2,024,437
   Southern Co.                                 93,300         2,064,263
   Teco Energy, Inc.                            90,500         2,228,563
   Texas Utilities Co.                          53,800         2,178,900

                                                              23,380,488
Gas Production & Distribution (5.35%)
   AGL Res Inc.                                 54,400         1,142,400
   British Gas PLC                              26,600           831,250
   New Jersey Resources Corp.                   38,700         1,069,087
   Peoples Energy Corp.                         23,300           821,325

                                                               3,864,062
Telephone Communication (26.91%)
   AT&T Corp.                                   46,900         1,635,638
   Ameritech Corp.                              47,100         2,578,725
   Bell Atlantic Corp.                          41,200         2,482,300
   Bellsouth Corp.                              64,500         2,628,375
   GTE Corp.                                    63,200         2,662,300
   MCI Communications Corp.                     99,300         2,494,912
   Sprint Corp.                                 61,500         2,413,875
   US West Communications Group                 83,400         2,533,275

                                                              19,429,400

                                   Total Common Stocks        71,048,657

                                             Principal
                                              Amount             Value


Commercial Paper (1.19%)

Business Credit Institutions (1.19%)
   General Electric Capital Corp.;
      5.75%; 11/1/96                      $     860,000     $    860,000


                  Total Portfolio Investments (99.58%)        71,908,657

Cash, receivables and other assets, net of
   liabilities (0.42%)                                           303,901

                            Total Net Assets (100.00%)     $  72,212,558

PRINCOR WORLD FUND, INC.

                                               Shares
                                                Held              Value


Common Stocks (89.91%)

Aircraft & Parts (0.11%)
   Cemex SA                                      62,560    $       208,016

Beverages (1.51%)
   Lion Nathan                                1,102,000     $    2,845,191

Blast Furnace & Basic Steel
Products (1.21%)
   Voest-Alpine Stahl                            69,000(b)       2,291,115

Cement, Hydraulic (0.29%)
   Apasco SA                                     90,000            542,680

Central Reserve Depositories (3.76%)
   Barclays PLC                                 205,594          3,229,041
   Ergo Bank                                     17,000            998,759
   Union Bank of Norway                          36,700          1,047,714
   Wing Hang Bank                               458,000          1,842,113

                                                                 7,117,627
Combination Utility Services (2.39%)
   ABB AG                                         2,740          3,400,184
   Iberdrola 1 SA                               105,000          1,116,101

                                                                 4,516,285
Commercial Banks (8.74%)
   ABN-AMRO Holdings NV                          56,218          3,179,027
   Bangkok Bank                                  79,000            842,500
   Bank of Ireland                              333,277          2,759,670
   Fokus Bank                                   120,000(b)         700,212
   Grupo Financiero Bancomer Series B         1,030,000(a)         425,546
   National Australia Bank Ltd.                 374,715          4,115,655
   Siam City Bank                             1,205,000          1,381,933
   Svenska Handelsbanken AB Free                130,750          3,127,065

                                                                16,531,608
Communications Equipment (0.25%)
   ABC Communications Holdings Ltd.           1,946,000            478,175

Communications Services, NEC (1.49%)
   KPN Royal PTT Nederland                       77,786          2,816,243

Computer & Office Equipment (0.36%)
   Canon, Inc.                                   35,000            670,828

Concrete, Gypsum & Plaster
Products (0.15%)
   Cementos De Mexico SA                         80,000            288,834

Construction & Related
Machinery (1.85%)
   Keumkang                                      10,000            551,357
   Powerscreen International PLC                296,000          2,947,468

                                                                 3,498,825
Consumer Products (2.08%)
   Imasco Ltd.                                  169,000          3,925,481

Crude Petroleum & Natural Gas (1.19%)
   Hardy Oil & Gas                              520,000          2,256,636

Department Stores (0.78%)
   Vendex International                          36,292          1,465,891

Drugs (5.65%)
   Elan Corp. PLC ADR                            65,000(a)       1,803,750
   Galencia Holdings AG                           2,890          1,113,552
   Roussel-Uclaf                                 10,150          2,688,411
   Sandoz AG                                      2,130     $    2,472,297
   Teva Pharmaceutical ADR                       62,000          2,596,250

                                                                10,674,260
Electric Light & Wiring
Equipment (0.69%)
   Clipsal Industries Holdings                  149,000            476,800
   Otra NV                                       44,300            830,675

                                                                 1,307,475
Electric Services (2.17%)
   CEP-A Consolidated Electric Power-Asia       380,000            884,599
   Korea Electric Power Corp.                    39,500          1,160,571
   Korea Mobil Telecommunications Corp.             290            152,530
   Northern Ireland Electric                    361,000          1,913,459

                                                                 4,111,159
Electronic Components &
Accessories (1.42%)
   Amtek Engineering                            675,000          1,173,713
   Elec & Eltek International                   200,000            604,000
   Murata Mfg.                                    9,000            289,608
   Varitronix                                   340,000            619,996

                                                                 2,687,317
Electronic Distribution Equipment (1.53%)
   Phillips Electronics                          82,100          2,894,974

Engines & Turbines (0.83%)
   Mabuchi Motor                                  4,000            203,974
   Scapa Group PLC                              327,000          1,371,153

                                                                 1,575,127
Finance Services (1.23%)
   MBF Capital Berhad                         1,682,000          2,316,647

Foreign Banks, Branches &
Agencies (0.19%)
   Shinhan Bank                                  22,032            354,302

Forest Products (0.35%)
   Metsa-Serla                                   94,000            653,417

Functions Closely Related to
Banking (0.76%)
   Liechtenstein Global Trust AG                  3,000          1,430,024

Gas Production & Distribution (1.42%)
   Hafslund ASA                                  35,198            259,490
   OMV AG                                        24,800          2,429,311

                                                                 2,688,801
Highway & Street Construction (0.36%)
   Edrasis Psallidas                             70,200            679,260

Holding Offices (1.14%)
   First Pacific Co. Ltd.                     1,560,303          2,149,062

Household Appliances (0.83%)
   Fisher & Paykel                              430,666          1,574,954

Household Audio & Video
Equipment (0.58%)
   SKF 'B' Free                                  49,700          1,101,577

Industrial Inorganic Chemicals (1.81%)
   Bayer AG                                      90,550          3,422,845

Investment Offices (0.70%)
   INVESCO PLC                                  352,000          1,332,682

Lumber & Other Building
Materials (0.26%)
   Wickes PLC                                   754,000     $      491,125

Meat Products (4.61%)
   Danisco AS                                    23,000          1,317,869
   Orkla B Ordinary Shares                       70,400          4,118,951
   Unilever NV                                   21,500          3,270,834

                                                                 8,707,654
Medical Instruments & Supplies (0.25%)
   Nycomed                                       35,198            474,812

Miscellaneous Chemical Products (2.99%)
   Ciba Geigy AG-REG                              1,500          1,855,456
   Hoechst AG                                   101,000          3,804,513

                                                                 5,659,969
Miscellaneous Durable Goods (1.34%)
   Hagemeyer NV                                  33,795          2,540,756

Miscellaneous Equipment Rental &
Leasing (0.88%)
   Insituto Mobiliane Italian                   211,000          1,670,495

Miscellaneous Food &
Kindred Products (0.86%)
   Burns, Philp & Co., Ltd.                     989,938          1,570,094
   Grupo Herdez SA                              171,000             57,283

                                                                 1,627,377
Miscellaneous Furniture &
Fixtures (0.17%)
   Pt Surya Toto                                154,000            314,151

Miscellaneous Manufacturers (0.35%)
   Carter Holt Harvey Ltd.                      297,300            668,743

Miscellaneous Non-Durable
Goods (2.09%)
   Grand Metropolitan PLC                       524,000          3,954,958

Miscellaneous Plastics
Products, NEC (1.08%)
   Royal Plastics Group                         110,000(a)(b)    2,050,600

Miscellaneous Textile Goods (0.39%)
   Espirit Asia                               1,708,000            739,985

Miscellaneous Transportation
Equipment (0.65%)
   Autoliv AB                                    29,000          1,232,531

Miscellaneous Wood Products (0.59%)
   Enso Oy                                      142,000          1,112,419

Motor Vehicles, Parts & Supplies (0.57%)
   Dahl International AB                         57,000(a)       1,072,352

Motor Vehicles & Equipment (0.96%)
   Volvo AB                                      87,000          1,809,037

Oil & Gas Field Services (1.68%)
   Repsol Petroleo, SA                           97,400          3,182,357

Personal Credit Institutions (0.49%)
   Manhattan Card Co.                         1,861,000            920,594

Plastic Materials & Synthetics (1.14%)
   Astra AB                                      47,050          2,150,188

Primary Nonferrous Metals (1.05%)
   British Steel PLC                            712,000     $    1,979,710

Pulp Mills (0.77%)
   Babcock International Group                   19,171             14,048
   UPM-Kymmene Oy                                70,980          1,441,039

                                                                 1,455,087
Railroad Equipment (0.44%)
   Vae AG                                         9,350            833,345

Sand & Gravel (0.13%)
   Bardon Group PLC                             475,900            249,923

Security & Commodity Services (1.49%)
   Corporacion Bancaria de Espania SA            72,000          2,824,083

Security Brokers & Dealers (1.29%)
   Peregrin Investment Holdings               1,496,000          2,408,749
   Peregrine Investment - Warrants              127,000             23,815

                                                                 2,432,564
Ship & Boat Building & Repairing (0.39%)
   Unitor Ships Service                          67,500            741,151

Soap, Cleaners & Toilet Goods (0.98%)
   Reckitt & Colman PLC                         160,000          1,852,467

Special Industry Machinery (1.77%)
   Bobst SA                                         835          1,085,940
   IHC Caland NV                                 23,300          1,301,087
   Sulzer AG                                      1,800            958,116

                                                                 3,345,143
Sugar & Confectionary Products (2.85%)
   Nestle                                         2,904          3,167,656
   Tate & Lyle                                  286,000          2,221,495

                                                                 5,389,151
Telephone Communication (7.42%)
   Cable & Wireless PLC                         105,000            836,102
   Nokia Corp. Class A ADR                       71,000          3,292,625
   Tele Danmark B                                34,800          1,754,474
   Telecom Italia Mobile                      1,440,000          1,642,892
   Telecom Italia-DI                          1,440,000          2,744,485
   Telefonica de Espana, SA                     148,400          2,980,223
   Telefonos de Mexico SA ADR                    25,300            771,650

                                                                14,022,451
Water Supply (0.82%)
   Wessex Water PLC                             268,660          1,546,512

Water Transportation of
Freight, NEC (1.34%)
   ICB Shipping AB 'B' Free                     213,733          2,539,579


                                Total Common Stocks            169,998,587

Preferred Stocks (0.75%)

Highway & Street Construction (0.39%)
   BAU Holdings AG                              15,700            744,626

Motor Vehicles & Equipment (0.36%)
   Hyundai Motor Co. Ltd. GDR                   63,000(a)(b)      672,525

                                Total Preferred Stocks          1,417,151

Bonds (0.71%)


Fire, Marine & Casualty
Insurance (0.71%)
   Alfa SA Convertible Subordinated
     Debentures; 8.00%; 9/15/00           $  1,300,000(b)  $    1,339,000

Commercial Paper (8.24%)

Personal Credit Institutions (3.91%)
   Ford Motor Credit Co.;
     5.25%; 11/5/96                          3,300,000          3,298,075
     5.30%; 11/7/96                          4,100,000          4,096,378

                                                                7,394,453
Securities Brokers & Dealers (4.33%)
   Merrill Lynch & Co.;
     5.25%; 11/1/96                          3,250,000          3,250,000
     5.28%; 11/4/96                          4,950,000          4,947,822
                                                                8,197,822

                                Total Commercial Paper         15,592,275

                  Total Portfolio Investments (99.61%)        188,347,013

Cash, receivables and other assets,
   net of liabilities (0.39%)                                     731,425

                            Total Net Assets (100.00%)     $  189,078,438

(a)  Non-Income producing security - No dividend paid during the period.
(b)  Restricted security - See Notes 4 to the financial statements.

                     Princor World Fund, Inc. Investments by Country

                                   Total Market           Percentage of Total
      Country                          Value                 Market Value

   Australia                      $    6,298,397                 3.34%
   Austria                             5,685,749                 3.02
   Canada                              5,976,081                 3.17
   Denmark                             3,072,343                 1.63
   Finland                             6,499,499                 3.45
   France                              2,688,411                 1.43
   Germany                             7,227,358                 3.84
   Greece                              1,678,018                 0.89
   Hong Kong                          10,067,090                 5.34
   Indonesia                             314,151                 0.17
   Israel                              2,596,250                 1.38
   Italy                               6,057,872                 3.22
   Japan                               1,164,409                 0.62
   Korea                               2,891,285                 1.53
   Malaysia                            2,316,647                 1.23
   Mexico                              3,633,009                 1.93
   Netherlands                        18,299,486                 9.72
   New Zealand                         5,088,887                 2.70
   Norway                              7,342,330                 3.90
   Singapore                           2,254,513                 1.20
   Spain                              10,102,765                 5.36
   Sweden                             13,032,329                 6.92
   Switzerland                        15,483,227                 8.22
   Thailand                            2,224,433                 1.18
   United Kingdom                     30,760,199                16.33
   United States                      15,592,275                 8.28

   Total Market Value               $188,347,013               100.00%
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

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

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

 PRINCOR BALANCED FUND, INC.(b)

     Class A:
   Year Ended October 31,
<S>  <C>                                  <C>         <C>         <C>           <C>          <C>          <C>              <C>    
     1996                                 $13.74      $.38        $1.59         $1.97        $(.43)       $  (.67)         $(1.10)
     1995                                  12.43       .41         1.31          1.72         (.36)          (.05)           (.41)
     1994                                  13.26       .32         (.20)          .12         (.40)          (.55)           (.95)
     1993                                  12.78       .35         1.14          1.49         (.37)          (.64)          (1.01)
     1992                                  11.81       .41          .98          1.39         (.42)          --              (.42)

     Class B:
   Year Ended October 31, 1996             13.71       .29         1.55          1.84         (.32)          (.67)           (.99)
   Period Ended October 31, 1995(c)        11.80       .31         1.90          2.21         (.30)          --              (.30)

     Class R:
   Period Ended October 31, 1996(f)        13.81       .24          .73           .97         (.26)          --              (.26)

 PRINCOR BLUE CHIP FUND, INC.

     Class A:
   Year Ended October 31,
     1996                                  15.03       .23         2.45          2.68         (.26)          (.35)           (.61)
     1995                                  12.45       .24         2.55          2.79         (.21)          --              (.21)
     1994                                  11.94       .20          .57           .77         (.26)          --              (.26)
     1993                                  11.51       .21          .43           .64         (.18)          (.03)           (.21)
     1992                                  10.61       .17          .88          1.05         (.15)          --              (.15)

     Class B:
   Year Ended October 31, 1996             14.99       .11         2.41          2.52         (.13)          (.35)           (.48)
   Period Ended October 31, 1995(c)        11.89       .15         3.10          3.25         (.15)          --              (.15)

     Class R:
   Period Ended October 31, 1996(f)        16.21       .12          .90          1.02         (.15)          --              (.15)

 PRINCOR CAPITAL ACCUMULATION FUND, INC.

     Class A:
   Year Ended October 31,
     1996                                  23.69       .45         5.48          5.93         (.43)         (1.47)          (1.90)
     1995                                  20.83       .45         3.15          3.60         (.39)          (.35)           (.74)
     1994                                  21.41       .39          .93          1.32         (.41)         (1.49)          (1.90)
     1993                                  21.34       .43         1.67          2.10         (.43)         (1.60)          (2.03)
     1992                                  19.53       .45         1.82          2.27         (.46)          --              (.46)

     Class B:
   Year Ended October 31, 1996             23.61       .21         5.45          5.66         (.22)         (1.47)          (1.69)
   Period Ended October 31, 1995(c)        19.12       .33         4.46          4.79         (.30)          --              (.30)

     Class R:
   Period Ended October 31, 1996(f)        24.73       .19         2.81          3.00         (.16)          --              (.16)

<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

 PRINCOR BALANCED FUND, INC.(b)

     Class A:
   Year Ended October 31,
<S>  <C>                                 <C>        <C>         <C>              <C>           <C>           <C>         <C>   
     1996                                $14.61     15.10%      $  70,820        1.28%         2.82%         32.6%       $.0421
     1995                                 13.74     14.18%         57,125        1.37%         3.21%         35.8%        N/A
     1994                                 12.43      0.94%         53,366        1.51%         2.70%         14.4%        N/A
     1993                                 13.26     12.24%         39,952        1.35%         2.78%         27.5%        N/A
     1992                                 12.78     11.86%         31,339        1.29%         3.39%         30.6%        N/A

     Class B:
   Year Ended October 31, 1996            14.56     14.10%          5,964        2.13%         1.93%         32.6%        .0421
   Period Ended October 31, 1995(c)       13.71     18.72%(d)       1,263        1.91%(e)      2.53%(e)      35.8%(e)     N/A

     Class R:
   Period Ended October 31, 1996(f)       14.52      7.52%(d)         875        1.49%(e)      2.26%(e)      32.6%(e)     .0421(e)

 PRINCOR BLUE CHIP FUND, INC.

     Class A:
   Year Ended October 31,
     1996                                 17.10     18.20%         44,389        1.33%         1.41%         13.3%        .0456
     1995                                 15.03     22.65%         35,212        1.38%         1.83%         26.1%        N/A
     1994                                 12.45      6.58%         27,246        1.46%         1.72%          5.5%        N/A
     1993                                 11.94      5.65%         23,759        1.25%         1.87%         11.2%        N/A
     1992                                 11.51      9.92%         19,926        1.56%         1.49%         13.5%        N/A

     Class B:
   Year Ended October 31, 1996            17.03     17.18%          6,527        2.19%          .49%         13.3%        .0456
   Period Ended October 31, 1995(c)       14.99     26.20%(d)       1,732        1.90%(e)       .97%(e)      26.1%(e)     N/A

     Class R:
   Period Ended October 31, 1996(f)       17.08      7.02%(d)       1,575        1.48%(e)       .68%(e)      13.3%(e)     .0456(e)

 PRINCOR CAPITAL ACCUMULATION FUND, INC.

     Class A:
   Year Ended October 31,
     1996                                 27.72     26.41%        435,617         .69%         1.82%         50.2%        .0421
     1995                                 23.69     17.94%        339,656         .75%         2.08%         46.0%        N/A
     1994                                 20.83      6.67%        285,965         .83%         2.02%         31.7%        N/A
     1993                                 21.41     10.42%        240,016         .82%         2.16%         24.8%        N/A
     1992                                 21.34     11.67%        190,301         .93%         2.17%         38.3%        N/A

     Class B:
   Year Ended October 31, 1996            27.58     25.19%          9,832        1.70%          .80%         50.2%        .0421
   Period Ended October 31, 1995(c)       23.61     25.06%(d)       2,248        1.50%(e)      1.07%(e)      46.0%(e)     N/A

     Class R:
   Period Ended October 31, 1996(f)       27.57     12.74%(d)       1,752        1.16%(e)      1.18%(e)      50.2%(e)     .0421(e)

<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

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

                                                      Income from Investment Operations               Less Distributions


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

 PRINCOR EMERGING GROWTH FUND, INC.

     Class A:
   Year Ended October 31,
<S>  <C>                                  <C>         <C>         <C>           <C>          <C>          <C>             <C>       
     1996                                 $31.45      $.14        $5.05         $5.19        $(.14)       $  (.75)        $  (.89)  
     1995                                  25.08       .12         6.45          6.57         (.06)          (.14)           (.20)  
     1994                                  23.56       --          1.61          1.61          --            (.09)           (.09)  
     1993                                  19.79       .06         3.82          3.88         (.11)          --              (.11)  
     1992                                  18.33       .14         1.92          2.06         (.15)          (.45)           (.60)  

     Class B:
   Year Ended October 31, 1996             31.31      (.04)        4.97          4.93         (.01)          (.75)           (.76)  
   Period Ended October 31, 1995(c)        23.15       --          8.18          8.18         (.02)          --              (.02)  

     Class R:
   Period Ended October 31, 1996(f)        33.77       .04         1.88          1.92         (.02)          --              (.02)  

   PRINCOR GROWTH FUND, INC.

     Class A:
   Year Ended October 31,
       1996                                37.22       .35         3.50          3.85         (.35)         (1.18)          (1.53)  
       1995                                31.14       .35         6.67          7.02         (.31)          (.63)           (.94)  
     1994                                  30.41       .26         2.56          2.82         (.28)         (1.81)          (2.09)  
     1993                                  28.63       .40         2.36          2.76         (.42)          (.56)           (.98)  
     1992                                  25.92       .39         3.32          3.71         (.40)          (.60)          (1.00)  

     Class B:
   Year Ended October 31, 1996             37.10       .08         3.48          3.56         (.05)         (1.18)          (1.23)  
   Period Ended October 31, 1995(c)        28.33       .21         8.76          8.97         (.20)          --              (.20)  

     Class R:
   Period Ended October 31, 1996(f)        39.27       .10          .13           .23         (.10)          --              (.10)  

<FN>
See accompanying notes.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                                                     Ratios/Supplemental Data 
                                                               ---------------------------------------------------------------------
                                                                                            Ratio of Net                            
                                        Net Asset                               Ratio of     Investment                             
                                        Value at               Net Assets at   Expenses to    Income to    Portfolio      Average   
                                           End       Total     End of Period     Average       Average     Turnover     Commission  
                                        of Period   Return(a)  (in thousands)   Net Assets    Net Assets      Rate      Rate Paid   
                                                                                                                                    
 PRINCOR EMERGING GROWTH FUND, INC.                                                                                                 
                                                                                                                                    
     Class A:                                                                                                                       
   Year Ended October 31,                                                                                                           
<S>  <C>                                   <C>        <C>          <C>             <C>            <C>          <C>        <C> 
     1996                                  $35.75     16.89%       $229,465        1.32%          .46%         12.3%      $.0391
     1995                                   31.45     26.89%        150,611        1.47%          .47%         13.5%       N/A      
     1994                                   25.08      6.86%         92,965        1.74%          .02%          8.1%       N/A      
     1993                                   23.56     19.66%         48,668        1.66%          .26%          7.0%       N/A      
     1992                                   19.79     11.63%         29,055        1.74%          .80%          5.8%       N/A      
                                                                                                                                    
     Class B:                                                                                                                       
   Year Ended October 31, 1996              35.48     16.07%         28,480        2.01%         (.24)%        12.3%       .0391    
   Period Ended October 31, 1995(c)         31.31     35.65%(d)       8,997        2.04%(e)      (.17)%(e)     13.5%(e)    N/A      
                                                                                                                                    
     Class R:                                                                                                                       
   Period Ended October 31, 1996(f)         35.67      6.20%(d)       2,016        1.53%(e)       .29%(e)      12.3%(e)    .0391(e) 
                                                                                                                                    
   PRINCOR GROWTH FUND, INC.                                                                                                        
                                                                                                                                    
     Class A:                                                                                                                       
   Year Ended October 31,                                                                                                           
       1996                                 39.54     10.60%        228,361        1.08%          .95%          1.8%       .0443    
       1995                                 37.22     23.29%        174,328        1.16%         1.12%         12.2%       N/A      
     1994                                   31.14      9.82%        116,363        1.30%          .95%         13.6%       N/A      
     1993                                   30.41      9.83%         80,051        1.26%         1.40%         16.4%       N/A      
     1992                                   28.63     14.76%         63,405        1.19%         1.46%         15.6%       N/A      
                                                                                                                                    
     Class B:                                                                                                                       
   Year Ended October 31, 1996              39.43      9.80%         24,019        1.79%          .22%          1.8%       .0443    
   Period Ended October 31, 1995(c)         37.10     31.48%(d)       8,279        1.80%(e)       .31%(e)      12.2%(e)    N/A      
                                                                                                                                    
     Class R:                                                                                                                       
   Period Ended October 31, 1996(f)         39.40      1.12%(d)       2,014        1.42%(e)       .14%(e)       1.8%(e)   .0443(e)  
                                                                                                                                    
                                                                                                                                    
<FN>
  See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

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

                                                    Income from Investment Operations               Less Distributions              
                                                  ------------------------------------  ------------------------------------------- 
                                                           Net Realized
                                                                and                                                                 
                                      Net Asset      Net    Unrealized        Total      Dividends                                  
                                      Value at     Invest-     Gain           from       from Net     Distributions                 
                                      Beginning     ment     (Loss) on      Investment  Investment        from            Total     
                                      of Period    Income   Investments    Operations     Income      Capital Gains   Distributions 
PRINCOR UTILITIES FUND, INC.

     Class A:
   Year  Ended October 31,
<S>  <C>                                <C>        <C>       <C>           <C>             <C>           <C>              <C>       
     1996                               $10.94     $.44(g)   $   .45       $   .89         $(.43)        $ --             $(.43)    
     1995                                 9.25      .48(g)      1.70          2.18          (.49)          --              (.49)    
     1994                                11.45      .46(g)     (2.19)        (1.73)         (.45)          (.02)           (.47)    
   Period Ended October 31, 1993(h)      10.18      .35(g)      1.27          1.62          (.35)          --              (.35)    

     Class B:
   Year Ended October 31, 1996           10.93      .36(g)       .43           .79          (.34)          --              (.34)    
   Period Ended October 31, 1995(c)       9.20      .40(g)      1.77          2.17          (.44)          --              (.44)    

     Class R:
   Period Ended October 31, 1996(f)      11.75      .28         (.41)         (.13)         (.29)          --              (.29)    

PRINCOR WORLD FUND, INC.

     Class A:
   Year Ended October 31,
       1996                               7.28       .10        1.17          1.27          (.08)          (.33)           (.41)    
       1995                               7.44       .08        (.02)          .06          (.03)          (.19)           (.22)    
     1994                                 6.85       .01         .64           .65          (.02)          (.04)           (.06)    
     1993                                 5.02       .03        1.98          2.01          (.05)          (.13)           (.18)    
     1992                                 5.24       .06        (.14)         (.08)         (.06)          (.08)           (.14)    

     Class B:
   Year Ended October 31, 1996            7.24       .03        1.15          1.18          (.02)          (.33)           (.35)    
   Period Ended October 31, 1995(c)       6.71       .05         .51           .56          (.03)          --              (.03)    

     Class R:
   Period Ended October 31, 1996(f)       7.48       .01         .63           .64           --            --              --       

<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                          Ratios/Supplemental Data                              
                                                             ------------------------------------------------------------------ 
                                                                                                                                
                                                                                          Ratio of Net                          
                                      Net Asset                               Ratio of     Investment                           
                                      Value at               Net Assets at   Expenses to    Income to    Portfolio    Average   
                                         End       Total     End of Period     Average       Average     Turnover    Commission 
                                      of Period   Return(a) (in thousands)   Net Assets     Net Assets     Rate         Paid    
PRINCOR UTILITIES FUND, INC.                                                                                                    

     Class A:                                                                                                                   
   Year  Ended October 31,                                                                                                      
<S>  <C>                               <C>        <C>         <C>            <C>             <C>          <C>          <C>      
     1996                              $11.40     8.13%       $  66,322      1.17%(g)        3.85%        34.2%        $.0410   
     1995                               10.94    24.36%          65,873      1.04%(g)        4.95%        13.0%         --      
     1994                                9.25   (15.20)%         56,747      1.00%(g)        4.89%        13.8%          -      
   Period Ended October 31, 1993(h)     11.45    15.92%(d)       50,372      1.00%(e)(g)     4.48%(e)      4.3%(e)      --      
                                                                                                                                
     Class B:                                                                                                                   
   Year Ended October 31, 1996          11.38     7.23%           5,579      1.93%(g)        3.07%        34.2%         .0410   
   Period Ended October 31, 1995(c)     10.93    24.18%(d)        3,952      1.72%(e)(g)     3.84%(e)     13.0%(e)      --      
                                                                                                                                
     Class R:                                                                                                                   
   Period Ended October 31, 1996(f)     11.33     (.31)%(d)         311      1.47%(e)        3.77%(e)     34.2%(e)      .0410(e)
                                                                                                                                
PRINCOR WORLD FUND, INC.                                                                                                        
                                                                                                                                
     Class A:                                                                                                                   
   Year Ended October 31,                                                                                                       
       1996                              8.14     18.36%        172,276        1.45%         1.43%         23.8%       .0197    
       1995                              7.28      1.03%        126,554        1.63%         1.10%         35.4%       N/A      
     1994                                7.44      9.60%        115,812        1.74%          .10%         13.2%       N/A      
     1993                                6.85     41.39%         63,718        1.61%          .59%         19.5%       N/A      
     1992                                5.02     (1.57)%        35,048        1.69%         1.23%         19.9%       N/A      
                                                                                                                                
     Class B:                                                                                                                   
   Year Ended October 31, 1996           8.07     17.16%         15,745        2.28%          .64%         23.8%       .0197    
   Period Ended October 31, 1995(c)      7.24      9.77%(d)       3,908        2.19%(e)       .58%(e)      35.4%(e)    N/A      
                                                                                                                                
     Class R:                                                                                                                   
   Period Ended October 31, 1996(f)      8.12      9.29%(d)       1,057        1.59%(e)       .78%(e)      23.8%(e)   .0197(e)  
                                                                                                                                
<FN>
See accompanying notes.             
</FN>
</TABLE>
<PAGE>
Notes to Financial Highlights

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

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

(c)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October  31,  1995.  The  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,  Princor  Management
     Corporation.  The 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
                 Fund                           Income        Unrealized (Loss)

     Princor Balanced Fund, Inc.                  --             $(.19)
     Princor Blue Chip Fund, Inc.                 --              (.15)
     Princor Capital Accumulation  Fund, Inc.     --              (.46)
     Princor Emerging Growth Fund, Inc.           --              (.77)
     Princor Growth Fund, Inc.                    --              (.86)
     Princor Utilities Fund, Inc.               $.01              (.01)
     Princor World Fund, Inc.                     --              (.07)
     
(d)  Total return amounts have not been annualized.

(e)  Computed on an annualized basis.

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

                                             Per Share            Per Share
                                            Net Investment        Unrealized
                 Fund                           Income            Gain (Loss)
  Princor Balanced Fund, Inc.                       --               $(.03)
  Princor Blue Chip Fund, Inc.                     $.01               (.02)
  Princor Capital Accumulation  Fund, Inc.          .01               (.11)
  Princor Emerging Growth Fund, Inc.                --                 .19
  Princor Growth Fund, Inc.                         .01                .10
  Princor World Fund, Inc.                          --                 .02

(g)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  (see  Note  3  to  the  financial  statements)  for  the  periods
     indicated,  Princor  Utilities  Fund,  Inc.  would  have had per  share net
     investment  income and the  ratios of  expenses  to  average  net assets as
     shown:

              Year,          Per Share      Ratio of Expenses
             Except       Net Investment     to Average Net         Amount
             as Noted         Income             Assets             Waived

 Class A      1996         $.43                  1.25%            $  54,932
              1995             .46               1.30%              151,145
              1994             .41               1.50%              284,836
              1993(h)          .32               1.54%(e)           139,439

 Class B      1996             .34               2.06%                6,690
              1995(c)          .40               1.81%(e)             1,338

 Class R      1996             .17(e)            1.47%(e)              --

(h) Period from December 16, 1992, date shares first offered to public,  through
    October 31, 1993. Net investment income,  aggregating $.05 per share for the
    period from the initial  purchase  of shares on  November  16, 1992  through
    December 15, 1992, was recognized, none of which was distributed to its sole
    stockholder,  Principal  Mutual Life Insurance  Company,  during the period.
    Additionally,  the fund incurred unrealized gains on investments of $.13 per
    share during the initial interim period.  This represents  activities of the
    fund prior to the initial public offering of fund shares.
<PAGE>
<TABLE>
<CAPTION>
October 31, 1996


STATEMENTS OF ASSETS AND LIABILITIES


                                                                                    Princor                  Princor Government    
                                                                                     Bond                     Securities Income    
INCOME FUNDS                                                                      Fund, Inc.                     Fund, Inc.        


<S>                                                                              <C>                            <C>                
    Investment in Securities -- at cost..............................            $115,041,975                   $274,024,119       


    Assets
    Investment in securities -- at value (Note 4)....................            $119,539,693                   $273,231,351       
    Cash ............................................................                   1,375                          1,626       
    Receivables:
       Dividends and interest........................................               2,485,688                      1,554,783       
       Investment securities sold....................................                 --                            --             
       Capital Stock sold............................................                  90,476                        137,814       
    Other assets.....................................................                   3,438                         16,781       

                                                         Total Assets             122,120,670                    274,942,355       
    Liabilities
    Accrued expenses.................................................                 111,047                        216,347       
    Payables:
       Investment securities purchased...............................                 --                           3,243,510       
       Capital Stock reacquired......................................                  70,654                        386,702       

                                                    Total Liabilities                 181,701                      3,846,559       

    Net Assets Applicable to Outstanding Shares......................            $121,938,969                   $271,095,796       



    Net Assets Consist of:
    Capital Stock....................................................            $    109,139                   $    240,740       
    Additional paid-in capital.......................................             117,597,362                    271,587,136       
    Accumulated undistributed net investment income..................                 728,898                      1,535,479       
    Accumulated net realized loss on investment transactions ........                (994,148)                    (1,474,791)      
    Net unrealized appreciation (depreciation) of investments........               4,497,718                       (792,768)      

                                                     Total Net Assets            $121,938,969                   $271,095,796       



    Capital Stock (par value: $.01 a share)
    Shares authorized................................................             100,000,000                    100,000,000       

    Net Asset Value Per Share:
    Class A: Net Assets..............................................            $113,437,230                   $259,028,642       
             Shares issued and outstanding...........................              10,151,468                     22,999,811       
             Net asset value per share...............................                  $11.17                         $11.26       
             Maximum offering price per share(a).....................                  $11.73                         $11.82       


    Class B: Net Assets .............................................              $7,976,325                    $11,585,991       
             Shares issued and outstanding...........................                 715,311                      1,031,289       
             Net asset value per share(b)............................                  $11.15                         $11.23       


    Class R: Net Assets..............................................                $525,414                       $481,163       
             Shares issued and outstanding...........................                  47,094                         42,922       
             Net asset value per share...............................                  $11.16                         $11.21       
<FN>
    (a)Maximum  offering  price is equal to net  asset  value  plus a  front-end
       sales charge of 4.75%  (1.50% with  respect to Princor  Limited Term Bond
       Fund, Inc.) of the offering price.
    (b)Redemption  price  per  share  is  equal to net  asset  value  less any
       applicable contingent deferred sales charge.

See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
October 31, 1996                                                                
                                                                                
                                                                                
STATEMENTS OF ASSETS AND LIABILITIES                                            
                                                                                
                                                                                
                                                                              Princor            Princor               Princor     
                                                                             High Yield     Limited Term Bond      Tax-Exempt Bond 
INCOME FUNDS                                                                 Fund, Inc.        Fund, Inc.            Fund, Inc.    
                                                                                                                                   
                                                                                                                                   
<S>                                                                         <C>                <C>                   <C>           
    Investment in Securities -- at cost..............................       $29,069,597        $17,205,288           $182,933,094  
                                                                                                                                   
                                                                                                                                   
    Assets                                                                                                                         
    Investment in securities -- at value (Note 4)....................       $29,838,389        $17,094,603           $189,299,465  
    Cash ............................................................           105,755             57,234                 56,976  
    Receivables:                                                                                                                   
       Dividends and interest........................................           750,523            273,154              3,804,773  
       Investment securities sold....................................           --                  23,702               --        
       Capital Stock sold............................................             7,109             12,868                 68,619  
    Other assets.....................................................             1,990            --                       7,333  
                                                                                                                                   
                                                         Total Assets        30,703,766         17,461,561            193,237,166  
    Liabilities                                                                                                                    
    Accrued expenses.................................................            29,626             17,397                132,941  
    Payables:                                                                                                                      
       Investment securities purchased...............................           --                 --                    --        
       Capital Stock reacquired......................................             4,679            --                     130,570  
                                                                                                                                   
                                                    Total Liabilities            34,305             17,397                263,511  
                                                                                                                                   
    Net Assets Applicable to Outstanding Shares......................       $30,669,461        $17,444,164           $192,973,655  
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
    Net Assets Consist of:                                                                                                         
    Capital Stock....................................................       $    37,105        $    17,633           $    160,348  
    Additional paid-in capital.......................................        32,593,119         17,440,914            187,151,821  
    Accumulated undistributed net investment income..................           246,818             99,936                947,865  
    Accumulated net realized loss on investment transactions ........       (2,976,373)             (3,634)           (1,652,750)  
    Net unrealized appreciation (depreciation) of investments........           768,792           (110,685)             6,366,371  
                                                                                                                                   
                                                     Total Net Assets       $30,669,461        $17,444,164           $192,973,655  
                                                                                                                                   
                                                                                                                                   
                                                                                                                                   
    Capital Stock (par value: $.01 a share)                                                                                        
    Shares authorized................................................       100,000,000        100,000,000            100,000,000  
                                                                                                                                   
    Net Asset Value Per Share:                                                                                                     
    Class A: Net Assets..............................................       $28,432,165        $17,249,143           $187,179,578  
             Shares issued and outstanding...........................         3,438,404          1,743,544             15,552,762  
             Net asset value per share...............................             $8.27              $9.89                 $12.04  
             Maximum offering price per share(a).....................             $8.68             $10.04                 $12.64  
                                                                                                                                   
                                                                                                                                   
    Class B: Net Assets .............................................        $2,113,300           $111,593             $5,794,077  
             Shares issued and outstanding...........................           256,954             11,282                482,072  
             Net asset value per share(b)............................             $8.22              $9.89                 $12.02  
                                                                                                                                   
                                                                                                                                   
    Class R: Net Assets..............................................          $123,996            $83,428                    N/A  
             Shares issued and outstanding...........................            15,117              8,441                    N/A  
             Net asset value per share...............................             $8.20              $9.88                    N/A  
<FN>
    (a)Maximum  offering  price is equal to net  asset  value  plus a  front-end
       sales charge of 4.75%  (1.50% with  respect to Princor  Limited Term Bond
       Fund, Inc.) of the offering price.                                       
    (b)Redemption  price  per  share  is  equal to net  asset  value  less any  
       applicable contingent deferred sales charge.  

See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended October 31, 1996, Except as Noted

STATEMENTS OF OPERATIONS


                                                                                    Princor                  Princor Government  
                                                                                     Bond                     Securities Income  
INCOME FUNDS                                                                      Fund, Inc.                     Fund, Inc.      


    Net Investment Income


<S>                                                                               <C>                           <C>              
    Interest Income....................................................           $8,882,992                    $19,137,829      

    Expenses:
       Management and investment advisory fees (Note 3)................              562,779                      1,223,631      
       Distribution and shareholder servicing fees (Note 1 and 3)......              293,963                        532,899      
       Transfer and administrative services (Note 1 and 3).............              221,648                        394,360      
       Registration fees (Note 1)......................................               41,979                         39,149      
       Custodian fees .................................................                5,007                         25,616      
       Auditing and legal fees ........................................                8,852                          9,014      
       Directors' fees ................................................                8,680                          8,705      
       Other ..........................................................                9,324                         23,143      

                                                  Total Gross Expenses             1,152,232                      2,256,517      
       Less:  Management and investment
          advisory fees waived.........................................               28,413                        --           

                                                    Total Net Expenses             1,123,819                      2,256,517      

                                                 Net Investment Income             7,759,173                     16,881,312      

    Net Realized and Unrealized Gain (Loss) on Investments
    Net realized gain (loss) from investment transactions..............             (608,660)                       434,186      
    Net increase (decrease) in unrealized appreciation/depreciation
       on investments .................................................           (1,814,840)                    (1,721,443)     

                                           Net Realized and Unrealized
                                            Gain (Loss) on Investments            (2,423,500)                    (1,287,257)     


                                            Net Increase in Net Assets
                                             Resulting from Operations            $5,335,673                    $15,594,055      



<FN>
    (1) Period  from  February  13,  1996 (date  operations  commenced)  through October 31, 1996.

See accompanying notes.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Year Ended October 31, 1996, Except as Noted                             
                                                                         
STATEMENTS OF OPERATIONS                                                 
                                                                         
                                                                                Princor            Princor              Princor   
                                                                               High Yield     Limited Term Bond     Tax-Exempt Bond
                                                                               Fund, Inc.      Fund, Inc. (1)         Fund, Inc.  
INCOME FUNDS                                                                                                                      
                                                                                                                                  
                                                                                                                                  
    Net Investment Income                                                                                                         
                                                                                                                                  
<S>                                                                           <C>                 <C>                 <C>         
    Interest Income....................................................       $2,596,419          $615,360            $11,408,639 
                                                                                                                                  
    Expenses:                                                                                                                     
       Management and investment advisory fees (Note 3)................          159,773            44,589                888,967 
       Distribution and shareholder servicing fees (Note 1 and 3)......           75,961             8,576                374,119 
       Transfer and administrative services (Note 1 and 3).............           66,305            32,982                145,931 
       Registration fees (Note 1)......................................           25,733             1,712                 39,224 
       Custodian fees .................................................            3,743             3,037                  3,976 
       Auditing and legal fees ........................................            6,186             5,733                  8,541 
       Directors' fees ................................................            8,705             7,265                  8,706 
       Other ..........................................................            3,174             1,514                 15,482 
                                                                                                                                  
                                                  Total Gross Expenses           349,580           105,408              1,484,946 
       Less:  Management and investment                                                                                           
          advisory fees waived.........................................           --                25,970                --      
                                                                                                                                  
                                                    Total Net Expenses           349,580            79,438              1,484,946 
                                                                                                                                  
                                                 Net Investment Income         2,246,839           535,922              9,923,693 
                                                                                                                                  
    Net Realized and Unrealized Gain (Loss) on Investments                                                                        
    Net realized gain (loss) from investment transactions..............           26,628            (3,634)               674,906 
    Net increase (decrease) in unrealized appreciation/depreciation                                                               
       on investments .................................................          765,331          (110,685)               362,726 
                                                                                                                                  
                                           Net Realized and Unrealized                                                            
                                            Gain (Loss) on Investments           791,959          (114,319)             1,037,632 
                                                                                                                                  
                                                                                                                                  
                                            Net Increase in Net Assets                                                            
                                             Resulting from Operations        $3,038,798          $421,603            $10,961,325 

<FN>
    (1) Period  from  February  13,  1996 (date  operations  commenced)  through October 31, 1996.

See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31, Except as Noted


STATEMENTS OF CHANGES IN NET ASSETS


                                                                                              Princor              
                                                                                               Bond                
INCOME FUNDS                                                                                Fund, Inc.            



                                                                                        1996            1995       


<S>                                                                                <C>             <C>
    Operations
    Net investment income........................................................  $  7,759,173    $  7,110,733    
    Net realized gain (loss) from investment transactions........................      (608,660)       (385,488)   
    Net increase (decrease) in unrealized appreciation/depreciation
        on investments...........................................................    (1,814,840)     10,947,591    

                                                      Net Increase in Net Assets
                                                       Resulting from Operations      5,335,673      17,672,836    

    Dividends and Distributions to Shareholders From net investment income:
        Class A..................................................................    (7,395,304)     (6,978,094)   
        Class B..................................................................      (336,861)        (57,053)(b)
        Class R(c) ..............................................................        (3,457)       --          
    From net realized gain on investments:
        Class A..................................................................        --            (104,351)   

                                                             Total Distributions     (7,735,622)     (7,139,498)   

    Capital Share Transactions (Note 5)
    Shares sold:
        Class A..................................................................    21,969,069      18,360,174    
        Class B..................................................................     5,830,264       2,713,516(b) 
        Class R(c) ..............................................................       517,933        --          
    Shares issued in reinvestment of dividends and distributions:
        Class A..................................................................     4,977,027       4,697,390    
        Class B..................................................................       270,581          46,382(b) 
        Class R(c) ..............................................................         3,457        --          
    Shares redeemed:
        Class A..................................................................   (18,116,844)    (15,323,500)   
        Class B..................................................................      (773,259)       (159,124)(b)
        Class R(c) ..............................................................        (8,814)       --          

                                      Net Increase (Decrease) in Net Assets from
                                                      Capital Share Transactions     14,669,414      10,334,838    

                                                                 Total Increase      12,269,465      20,868,176    

    Net Assets
    Beginning of period..........................................................   109,669,504      88,801,328    

    End of period (including undistributed net investment
        income as set forth below)...............................................  $121,938,969    $109,669,504    



    Undistributed Net Investment Income.........................................   $    728,898    $    705,347    



<FN>
    (a) Period  from  February  13,  1996 (date  operations  commenced)  through
        October  31,  1996.  
    (b) Period  from  December  5, 1994  (date  operations commenced) through
        October 31, 1995. 
    (c) Period from February 27, 1996 (date operations commenced) through 
        October 31, 1996.

   See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31, Except as Noted                                          
                                                                                 
                                                                                 
STATEMENTS OF CHANGES IN NET ASSETS                                              
                                                                                 
                                                                                 
                                                                                          Princor Government      
                                                                                           Securities Income      
INCOME FUNDS                                                                                  Fund, Inc.         
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                           1996         1995        
                                                                                                                    
<S>                                                                                 <C>             <C>
    Operations                                                                                                      
    Net investment income........................................................   $ 16,881,312    $ 16,661,711    
    Net realized gain (loss) from investment transactions........................        434,186      (1,074,727)   
    Net increase (decrease) in unrealized appreciation/depreciation                                                 
        on investments...........................................................     (1,721,443)     25,002,420    
                                                                                                                    
                                                      Net Increase in Net Assets                                    
                                                       Resulting from Operations      15,594,055      40,589,404    
                                                                                                                    
    Dividends and Distributions to Shareholders From net investment income:                                         
        Class A..................................................................    (16,420,667)    (16,398,545)   
        Class B..................................................................       (470,574)        (94,011)(b)
        Class R(c) ..............................................................         (2,908)       --          
    From net realized gain on investments:                                                                          
        Class A..................................................................        --             --          
                                                                                                                    
                                                             Total Distributions     (16,894,149)    (16,492,556)   
                                                                                                                    
    Capital Share Transactions (Note 5)                                                                             
    Shares sold:                                                                                                    
        Class A..................................................................     37,110,671      29,006,758    
        Class B..................................................................      8,060,500       4,730,337(b) 
        Class R(c) ..............................................................        469,159        --          
    Shares issued in reinvestment of dividends and distributions:                                                   
        Class A..................................................................     12,945,447      12,817,448    
        Class B..................................................................        375,343          78,109(b) 
        Class R(c) ..............................................................          2,905        --          
    Shares redeemed:                                                                                                
        Class A..................................................................    (50,822,999)    (54,093,676)   
        Class B..................................................................     (1,570,936)       (246,114)(b)
        Class R(c) ..............................................................         (1,707)       --          
                                                                                                                    
                                      Net Increase (Decrease) in Net Assets from                                    
                                                      Capital Share Transactions       6,568,383      (7,707,138)   
                                                                                                                    
                                                                 Total Increase        5,268,289      16,389,710    
                                                                                                                    
    Net Assets                                                                                                      
    Beginning of period..........................................................    265,827,507     249,437,797    
                                                                                                                    
    End of period (including undistributed net investment                                                           
        income as set forth below)...............................................   $271,095,796    $265,827,507    
                                                                                                                    
                                                                                                                    
                                                                                                                    
    Undistributed Net Investment Income.........................................    $  1,535,479    $  1,548,316    
                                                                                 
                                                                                 
                                                                                 
<FN>
    (a) Period  from  February  13,  1996 (date  operations  commenced)  through 
        October  31,  1996.                                                      
    (b) Period  from  December  5, 1994  (date  operations commenced) through    
        October 31, 1995.                                                        
    (c) Period from February 27, 1996 (date operations commenced) through        
        October 31, 1996.                                                        
                                                                                 
   See accompanying notes.                                                       
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31, Except as Noted                                          
                                                                                 
                                                                                 
STATEMENTS OF CHANGES IN NET ASSETS                                              
                                                                                 
                                                                                 
                                                                                                  Princor   
                                                                                                 High Yield 
INCOME FUNDS                                                                                     Fund, Inc. 
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                             1996            1995         
                                                                                                                          
<S>                                                                                      <C>             <C>
    Operations                                                                                                            
    Net investment income........................................................        $ 2,246,839     $ 1,881,438      
    Net realized gain (loss) from investment transactions........................             26,628        (105,759)     
    Net increase (decrease) in unrealized appreciation/depreciation                                                       
        on investments...........................................................            765,331         581,993      
                                                                                                                          
                                                      Net Increase in Net Assets                                          
                                                       Resulting from Operations           3,038,798       2,357,672      
                                                                                                                          
    Dividends and Distributions to Shareholders From net investment income:                                               
        Class A..................................................................         (2,164,495)     (1,737,075)     
        Class B..................................................................           (100,795)        (15,260)(b)  
        Class R(c) ..............................................................             (1,126)         --          
    From net realized gain on investments:                                                                                
        Class A..................................................................             --              --          
                                                                                                                          
                                                             Total Distributions          (2,266,416)     (1,752,335)     
                                                                                                                          
    Capital Share Transactions (Note 5)                                                                                   
    Shares sold:                                                                                                          
        Class A..................................................................          6,203,975       3,890,858      
        Class B..................................................................          1,663,572         625,699(b)   
        Class R(c) ..............................................................            120,413         --           
    Shares issued in reinvestment of dividends and distributions:                                                         
        Class A..................................................................            975,918       1,277,540      
        Class B..................................................................             56,034           6,460(b)   
        Class R(c) ..............................................................              1,126         --           
    Shares redeemed:                                                                                                      
        Class A..................................................................         (2,864,299)     (2,175,333)     
        Class B..................................................................           (288,473)         (4,140)(b)  
        Class R(c) ..............................................................             --             --           
                                                                                                                          
                                      Net Increase (Decrease) in Net Assets from                                          
                                                      Capital Share Transactions           5,868,266       3,621,084      
                                                                                                                          
                                                                 Total Increase            6,640,648       4,226,421      
                                                                                                                          
    Net Assets                                                                                                            
    Beginning of period..........................................................         24,028,813      19,802,392      
                                                                                                                          
    End of period (including undistributed net investment                                                                 
        income as set forth below)...............................................        $30,669,461     $24,028,813      
                                                                                                                          
                                                                                                                          
                                                                                                                          
    Undistributed Net Investment Income.........................................         $   246,818     $   266,395      
                                                                                 
                                                                                 
                                                                                 
<FN>
    (a) Period  from  February  13,  1996 (date  operations  commenced)  through 
        October  31,  1996.                                                      
    (b) Period  from  December  5, 1994  (date  operations commenced) through    
        October 31, 1995.                                                        
    (c) Period from February 27, 1996 (date operations commenced) through        
        October 31, 1996.                                                        
                                                                                 
   See accompanying notes.                                                       
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended October 31, Except as Noted                                          
                                                                                 
                                                                                 
STATEMENTS OF CHANGES IN NET ASSETS                                              
                                                                                 
                                                                                 
                                                                                         Princor               Princor     
                                                                                    Limited Term Bond       Tax-Exempt Bond
INCOME FUNDS                                                                           Fund, Inc.(a)           Fund, Inc.  


                                                                                           1996            1996        1995

<S>                                                                                    <C>            <C>           <C>   
    Operations                                                                                                                      
    Net investment income........................................................      $  535,922     $  9,923,693  $  9,855,608    
    Net realized gain (loss) from investment transactions........................          (3,634)         674,906    (1,677,841)   
    Net increase (decrease) in unrealized appreciation/depreciation                                                                 
        on investments...........................................................        (110,685)         362,726    17,420,735    
                                                                                                                                    
                                                      Net Increase in Net Assets                                                    
                                                       Resulting from Operations          421,603       10,961,325    25,598,502    
                                                                                                                                    
    Dividends and Distributions to Shareholders From net investment income:                                                         
        Class A..................................................................        (434,063)      (9,811,318)   (9,781,885)   
        Class B..................................................................          (1,401)(c)     (209,899)      (67,120)(b)
        Class R(c) ..............................................................            (522)         --            --         
    From net realized gain on investments:                                                                                          
        Class A..................................................................          --              --            --         
                                                                                                                                    
                                                             Total Distributions         (435,986)     (10,021,217)   (9,849,005)   
                                                                                                                                    
    Capital Share Transactions (Note 5)                                                                                             
    Shares sold:                                                                                                                    
        Class A..................................................................      17,452,369       23,815,010    18,520,960    
        Class B..................................................................         108,544(c)     2,684,628     3,375,082(b) 
        Class R(c) ..............................................................          81,911          --            --         
    Shares issued in reinvestment of dividends and distributions:                                                                   
        Class A..................................................................         419,436        6,720,668     6,671,473    
        Class B..................................................................           1,352(c)       155,939        49,501(b) 
        Class R(c) ..............................................................             522          --            --         
    Shares redeemed:                                                                                                                
        Class A..................................................................        (605,448)     (23,971,299)  (32,510,884)   
        Class B..................................................................            (139)(c)     (572,822)      (78,915)(b)
        Class R(c) ..............................................................         --               --            --         
                                                                                                                                    
                                      Net Increase (Decrease) in Net Assets from                                                    
                                                      Capital Share Transactions       17,458,547        8,832,124    (3,972,783)   
                                                                                                                                    
                                                                 Total Increase        17,444,164        9,772,232    11,776,714    
                                                                                                                                    
    Net Assets                                                                                                                      
    Beginning of period..........................................................         --           183,201,423   171,424,709    
                                                                                                                                    
    End of period (including undistributed net investment                                                                           
        income as set forth below)...............................................     $17,444,164     $192,973,655  $183,201,423    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
    Undistributed Net Investment Income.........................................      $    99,936     $    947,865  $  1,048,291    
                                                                                                                                    
                                                                                 
                                                                                 
<FN>
    (a) Period  from  February  13,  1996 (date  operations  commenced)  through 
        October  31,  1996.                                                      
    (b) Period  from  December  5, 1994  (date  operations commenced) through    
        October 31, 1995.                                                        
    (c) Period from February 27, 1996 (date operations commenced) through        
        October 31, 1996.                                                        
                                                                                 
   See accompanying notes.                                                       
</FN>
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS



   Princor Bond Fund, Inc.                        
   Princor Government Securities Income Fund, Inc.
   Princor High Yield Fund, Inc.       
   Princor Limited Term Bond Fund, Inc.
   Princor Tax-Exempt Bond Fund, Inc.

Note 1 -- Significant Accounting Policies

Princor Bond Fund,  Inc.,  Princor  Government  Securities  Income  Fund,  Inc.,
Princor High Yield Fund, Inc.,  Princor Limited Term Bond Fund, Inc. and Princor
Tax-Exempt  Bond Fund,  Inc.  (the  "Income  Funds")  are  registered  under the
Investment Company Act of 1940, as amended, as open-end  diversified  management
investment companies and operate in the mutual fund industry.

On February  13,  1996,  the initial  purchase  of  1,000,000  shares of Class A
Capital  Stock of Princor  Limited  Term Bond Fund,  Inc.  was made by Principal
Mutual Life Insurance Company (see Note 3).

On February 27, 1996, the initial  purchase of Class B shares of Princor Limited
Term Bond Fund,  Inc. was made by Princor  Management  Corporation;  the initial
purchases  of Class B shares of the other  funds were made on  December  5, 1994
(see  Note  3).  All  shares  outstanding  prior  to the  initial  Class B share
purchases have been classified as Class A shares.  Effective  February 29, 1996,
Princor  Limited  Term Bond  Fund,  Inc.  began  offering  Class B shares to the
public;  the effective date of the other funds was December 9, 1994. On February
27, 1996,  the initial  purchases of Class R shares of the Income Funds  (except
for  Princor  Tax-Exempt  Bond  Fund,  Inc.)  were  made by  Princor  Management
Corporation (see Note 3). Effective  February 29, 1996, the Income Funds (except
for  Princor  Tax-Exempt  Bond  Fund,  Inc.)  began  offering  Class R shares to
eligible purchasers.

Class A  shares  generally  are  sold  with an  initial  sales  charge  based on
declining  rates and certain  purchases may be subject to a contingent  deferred
sales charge ("CDSC").  Class B shares are sold without an initial sales charge,
but are subject to a declining CDSC on certain  redemptions  redeemed within six
years of purchase.  Class R shares are sold without an initial  sales charge and
are not  subject  to a CDSC.  Class B shares  and  Class R shares  bear a higher
ongoing  distribution  fee than  Class A  shares.  Class B shares  automatically
convert into Class A shares,  based on relative net asset value (without a sales
charge)  after seven years.  Class R shares  automatically  convert into Class A
shares,  based on relative net asset value  (without a sales  charge) after four
years.  All  classes of shares  for each fund  represent  interests  in the same
portfolio of investments,  and will vote together as a single class except where
otherwise  required by law or as  determined by the Fund's  respective  Board of
Directors.  In addition,  the Board of  Directors of each fund declare  separate
dividends on each class of shares.

The Income Funds allocate daily all income,  expenses (other than class-specific
expenses),  and realized and unrealized  gains or losses to each class of shares
based upon the relative  proportion of the value of shares  outstanding  of each
class.  Expenses  specifically  attributable to a particular  class, are charged
directly to such class. Class-specific expenses charged to each class during the
period ended October 31, 1996, which are included in the corresponding  captions
of the Statement of Operations, were as follows:

<TABLE>
<CAPTION>
                                                         Distribution and          Transfer and
                                                   Shareholder Servicing Fees  Administrative Services      Registration Fees

                                                   Class A  Class B  Class R  Class A  Class B  Class R   Class A  Class B  Class R

<S>                                                <C>      <C>        <C>   <C>        <C>        <C>     <C>     <C>        <C>
   Princor Bond Fund, Inc.                         $242,107 $51,424    $432  $ 60,029   $5,019      $9     $17,353 $ 7,593    $50
   Princor Government Securities Income Fund, Inc.  457,028  75,494     377   125,085    6,439       6      12,378   7,351     34
   Princor High Yield Fund, Inc.                     63,145  12,703     113    10,338    1,124       5       7,468   6,128     34
   Princor Limited Term Bond Fund, Inc.               8,362     140      74       383       25       5         229     149     54
   Princor Tax-Exempt Bond Fund, Inc.               340,847  33,272     N/A    43,552    1,211     N/A      16,105  10,080    N/A
</TABLE>
The Income  Funds  value  securities  for which  market  quotations  are readily
available at market  value,  which is  determined  using the last  reported sale
price or, if no sales are reported, as is regularly the case for some securities
traded  over-the-counter,  the last  reported bid price.  When  reliable  market
quotations  are not considered to be readily  available,  which may be the case,
for example,  with respect to certain debt securities and preferred stocks,  the
investments  are valued by using market  quotations,  prices  provided by market
makers or estimates of market values  obtained from yield data and other factors
relating to instruments or securities with similar characteristics in accordance
with  procedures  established  in good faith by each fund's Board of  Directors.
Securities with remaining  maturities of 60 days or less are valued at amortized
cost, which approximates market.

The Income  Funds record  investment  transactions  generally  one day after the
trade date,  except for short-term  investment  transactions  which are recorded
generally  on the  trade  date.  The  identified  cost  basis  has been  used in
determining  the net  realized  gain or loss from  investment  transactions  and
unrealized appreciation or depreciation on investments. Dividends are taken into
income on an accrual  basis as of the  ex-dividend  date and interest  income is
recognized on an accrual basis.

Dividends and  distributions  to  shareholders  are recorded on the  ex-dividend
date.

Dividends and  distributions to shareholders  from net investment income and net
realized gain from  investments are determined in accordance with federal income
tax regulations, which may differ from generally accepted accounting principles.
To the extent these  "book/tax"  differences  are permanent in nature (i.e. that
they result from other than timing of recognition -  "temporary"),  such amounts
are reclassified  within the capital  accounts based on their federal  tax-basis
treatment;    temporary    differences   do   not   require    reclassification.
Reclassifications  made for the years  ended  October 31, 1996 and 1995 were not
material.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to  distribute  each year  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes is  approximately  the same as that for
financial reporting purposes.

At  October  31,  1996,  the  following   Income  Funds  had  net  capital  loss
carryforwards as follows:

<TABLE>
<CAPTION>
                                                                 Princor
                                                   Princor      Government        Princor        Princor           Princor
                                                     Bond    Securities Income  High Yield  Limited Term Bond  Tax-Exempt Bond
                                                  Fund, Inc.     Fund, Inc.      Fund, Inc.     Fund, Inc.        Fund, Inc.

<S>                                          <C>   <C>         <C>              <C>              <C>             <C>
   Net Capital Loss Carryforward Expires In: 1998                               $  793,000
                                             1999                                  784,000
                                             2000                                  561,000
                                             2001                                  409,000
                                             2002              $  400,000          323,000
                                             2003  $385,000     1,075,000          106,000                       $1,653,000
                                             2004   609,000                                      $4,000

                                                   $994,000    $1,475,000       $2,976,000       $4,000          $1,653,000
</TABLE>


Note 3 -- Management Agreement and Transactions With Affiliates

The Income Funds have agreed to pay investment  advisory and management  fees to
Princor  Management  Corporation  (wholly  owned by Princor  Financial  Services
Corporation,  a subsidiary  of Principal  Mutual Life  Insurance  Company)  (the
"Manager")  computed at an annual  percentage  rate of each fund's average daily
net assets.  The annual rate used in this calculation for the Income Funds is as
follows:

                                                Net Asset Value of Funds
                                                      (in millions)

                                         First   Next    Next    Next    Over
                    Fund                 $100    $100    $100    $100    $400

   Princor Bond Fund, Inc.               0.50%   0.45%   0.40%   0.35%   0.30%
   Princor Government Securities
      Income Fund, Inc.                  0.50%   0.45%   0.40%   0.35%   0.30%
   Princor High Yield Fund, Inc.         0.60%   0.55%   0.50%   0.45%   0.40%
   Princor Limited Term Bond Fund, Inc.  0.50%   0.45%   0.40%   0.35%   0.30%
   Princor Tax-Exempt Bond Fund, Inc.    0.50%   0.45%   0.40%   0.35%   0.30%

The Income Funds also  reimburse  the Manager for  transfer  and  administrative
services, including the cost of accounting, data processing,  supplies and other
services rendered.

The Manager has agreed to reimburse  the Income  Funds  annually for their total
expenses  (excluding  brokerage  commissions,  interest  and taxes) in excess of
limits prescribed by any state in which the Income Funds' shares are offered for
sale  (currently 2 1/2% of the first $30 million of each fund's  average  annual
net assets,  2% of the next $70 million of such assets and 1 1/2% of such assets
in excess thereof).

The  Manager  voluntarily  waives a  portion  of its fee for some of the  Income
Funds.  The waivers are in amounts that maintain  total  operating  expenses for
each fund within  certain  limits.  The limits are  expressed as a percentage of
average  daily net  assets  attributable  to each class on an  annualized  basis
during the  reporting  period.  The  amounts  waived and the  operating  expense
limits, which were maintained at or below those shown, are as follows:

                                     Amount
                                     Waived

                           Year Ended            Year Ended        Expense
                        October 31, 1996      October 31, 1995      Limit

   Princor Bond
   Fund, Inc.
      Class A               $22,536               $86,018            0.95%
      Class B                 5,874                   300(a)         1.70
      Class R                     3(c)              --               1.45
   Princor Limited
   Term Bond
   Fund, Inc.
      Class A                25,651(b)              --               0.90
      Class B                   259(b)              --               1.15
      Class R                    60(c)              --               1.40

   (a)Period  from  December 9, 1994,  date Class B shares first  offered to the
      public,  through  October 31, 1995.  
   (b)Period  from February 29, 1996,  date Class A and Class B shares first
      offered to the public  through  October 31, 1996.  
   (c)Period from February 29, 1996, date Class R shares first offered to the
      eligible purchasers, through October 31, 1996.

The Manager  intends to continue its  voluntary  waiver and, if  necessary,  pay
expenses normally payable by each of the Funds through February 28, 1998.

Princor  Financial  Services  Corporation,  as principal  underwriter,  receives
proceeds  of any CDSC on  certain  Class A and  Class B share  redemptions.  The
charge is based on declining  rates,  which for Class A shares begin at .75% and
for Class B shares at 4.00% (.25% and 1.25% for Princor  Limited Term Bond Fund,
respectively)  of the lesser of the current  market  value or the cost of shares
being  redeemed.  Princor  Financial  Services  Corporation  also retains  sales
charges on sales of Class A shares based on declining rates which begin at 4.75%
of the offering  price (1.50% for Princor  Limited  Term Bond Fund,  Inc.).  The
aggregate  amount of these  charges  retained,  by fund,  for the  period  ended
October 31, 1996 were as follows:

                                                        Class A       Class B

   Princor Bond Fund, Inc.                            $  629,234      $ 8,715
   Princor Government Securities Income Fund, Inc.     1,209,612       24,199
   Princor High Yield Fund, Inc.                         157,115        7,572
   Princor Limited Term Bond Fund, Inc.                   56,766        --
   Princor Tax-Exempt Bond Fund, Inc.                    682,986       15,744

No  brokerage  commissions  were paid by the Income  Funds to Princor  Financial
Services Corporation during the periods.

The Income Funds bear  distribution and shareholder  servicing fees with respect
to Class A shares computed at an annual rate of up to .25% (.15% for the Princor
Limited Term Bond Fund,  Inc.) of the average daily net assets  attributable  to
Class A shares of each fund.  Each of the Income  Funds  adopted a  distribution
plan  with  respect  to  Class B  shares  that  provides  for  distribution  and
shareholder  servicing  fees  computed  at an annual  rate of up to 1.00% of the
average daily net assets  attributable  to Class B shares of each fund (.50% for
the Princor Limited Term Bond Fund, Inc.).  Effective February 1996, each of the
Income Funds, with the exception of Princor  Tax-Exempt Bond Fund, Inc., adopted
a  distribution   plan  with  respect  to  Class  R  shares  that  provides  for
distribution and shareholder  servicing fees computed at an annual rate of up to
 .75% of the  average  daily net  assets  attributable  to Class R shares of each
fund.  Distribution and shareholder servicing fees are paid to Princor Financial
Services Corporation;  a portion of the fees are subsequently remitted to retail
dealers.  Pursuant to the distribution agreements,  fees unused by the principal
underwriter at the end of the fiscal year are returned to the Income Funds.

At October 31, 1996 Principal Mutual Life Insurance  Company and subsidiaries of
Principal  Mutual Life  Insurance  Company  owned  shares of the Income Funds as
follows:

                                                    Class A   Class B   Class R

   Princor Bond Fund, Inc.                           178,252    111        93
   Princor Government Securities Income Fund, Inc.    94,035    109        93
   Princor High Yield Fund, Inc.                   1,116,209    151     4,365
   Princor Limited Term Bond Fund, Inc.            1,036,215    105     4,243
   Princor Tax-Exempt Bond Fund, Inc.                 92,516    103       N/A


Note 4 -- Investment Transactions

For the  period  ended  October  31,  1996,  the cost of  investment  securities
purchased and proceeds from investment securities sold (not including short-term
investments  and U.  S.  government  securities)  by the  Income  Funds  were as
follows:

                                              Purchases            Sales

   Princor Bond Fund, Inc.                   $17,064,005        $ 2,336,443
   Princor High Yield Fund, Inc.              10,072,168          4,730,813
   Princor Limited Term Bond Fund, Inc.       17,480,974            830,765
   Princor Tax-Exempt Bond Fund, Inc.         25,855,920         17,839,491

Note 4 -- Investment Transactions (Continued)

At October 31, 1996, net unrealized  appreciation  (depreciation) of investments
by the Income Funds was composed of the following:
<TABLE>
<CAPTION>

                                                                                      Net Unrealized
                                                       Gross Unrealized         Appreciation (Depreciation)

                                                  Appreciation (Depreciation)         of Investments

<S>                                                <C>          <C>                     <C>       
   Princor Bond Fund, Inc.                         $5,525,357   $(1,027,639)            $4,497,718
   Princor Government Securities Income Fund, Inc.  3,150,964    (3,943,732)              (792,768)
   Princor High Yield Fund, Inc.                    1,062,021      (293,229)               768,792
   Princor Limited Term Bond Fund, Inc.                85,067      (195,752)              (110,685)
   Princor Tax-Exempt Bond Fund, Inc.               7,196,152      (829,781)             6,366,371
</TABLE>

Princor Government  Securities Income Fund, Inc. may trade portfolio  securities
on a  "to-be-announced"  (TBA) basis. In a TBA transaction,  the fund commits to
purchase or sell  securities for which all specific  information is not known at
the time of the trade. Securities purchased on a TBA basis are not settled until
they are delivered to the fund, normally 15 to 30 days later. These transactions
are subject to market  fluctuations and their current value is determined in the
same manner as for other portfolio securities.  As of October 31, 1996, the Fund
had  TBA  purchase  commitments  involving  securities  with  a face  amount  of
$3,495,155,  cost  of  $3,243,510  and  market  value  of  $3,262,823.   Princor
Government  Securities Income Fund, Inc. has set aside investment securities and
other assets in excess of the commitments to serve as collateral.

At October 31, 1996,  Princor High Yield Fund,  Inc.,  Princor Limited Term Bond
Fund, Inc. and Princor Tax-Exempt Bond Fund, Inc. held the following  securities
which may require registration under the Securities Act of 1933, or an exemption
therefrom, in order to effect a sale in the ordinary course of business.

<TABLE>
<CAPTION>
                                                                                                     Value at       Value as a
                                                                            Date of                 October 31,   Percentage of
                  Fund                       Security Description          Acquisition     Cost        1996         Net Assets

<S>                                                                          <C>         <C>        <C>               <C>  
  Princor High Yield Fund, Inc.          Brown Group; Senior Notes           10/2/96     $450,000   $  451,125        1.47%

                                         California Energy Casecnan
                                         Water & Energy Co., Inc.;
                                         Senior Secured                       6/26/96     700,000      777,000        2.53

                                         Euramax International PLC;
                                         Senior Subordinated Notes            9/18/96     200,000      203,000         .66

                                         U.S. Can Corp.;
                                         Senior Subordinated Notes           10/10/96     100,000      103,250         .34

                                                                                                     1,534,375        5.00

   Princor Limited Term Bond Fund, Inc.  B.A.T. Capital Corp.;
                                         Medium-Term Note                     7/25/96     583,584      589,534        3.38

   Princor Tax-Exempt Bond Fund, Inc.    Eddyville, Iowa, IDR Ref. Bonds;
                                         Cargill Inc. Project                 1/11/95     859,910      996,250         .52
</TABLE>

The Income Funds'  investments are with various  issuers in various  industries.
The Schedules of Investments contained herein summarize  concentration of credit
risk by issuer and industry.

Note 5 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:

<TABLE>
<CAPTION>
                                                                        Princor             Princor                 Princor
                                                                         Bond         Government Securities       High Yield
                                                                       Fund, Inc.        Income Fund, Inc.         Fund, Inc.
 
   Year Ended October 31, 1996:
   Shares sold:
<S>                                                                    <C>                  <C>                     <C>    
    Class A   ...................................................      1,970,454            3,321,877               768,505
    Class B   ...................................................        523,960              722,764               207,062
    Class R*.....................................................         47,584               42,812                14,977
   Shares issued in reinvestment of dividends and distributions:
    Class A .....................................................        448,289            1,164,488               121,239
    Class B .....................................................         24,582               33,968                 6,991
    Class R*.....................................................            318                  266                   140
   Shares redeemed:
    Class A   ...................................................     (1,629,399)          (4,575,851)             (354,640)
    Class B   ...................................................        (70,602)            (141,657)              (35,769)
    Class R*.....................................................           (808)                (156)                --

                                                   Net Increase        1,314,378              568,511               728,505




   Year Ended October 31, 1995:
   Shares sold:
    Class A   ...................................................      1,706,844            2,679,878               489,469
    Class B**....................................................        247,333              431,102                78,379
   Shares issued in reinvestment of dividends and distributions:
    Class A   ...................................................        439,527            1,196,621               162,114
    Class B**....................................................          4,196                7,084                   812
   Shares redeemed:
    Class A   ...................................................     (1,429,838)          (5,051,162)             (275,812)
    Class B**....................................................        (14,158)             (21,972)                 (521)

                                         Net Increase (Decrease)         953,904             (758,449)              454,441



<FN>
   * Period from February 27, 1996 (date operations  commenced)  through October
   31, 1996. 
   ** Period from December 5, 1994 (date operations commenced) through
   October 31, 1995.
</FN>
</TABLE>


Note 5 -- Capital Share Transactions (Continued)

<TABLE>
<CAPTION>
                                                                                  Princor                         Princor
                                                                              Limited Term Bond               Tax-Exempt Bond
                                                                                Fund, Inc.(1)                   Fund, Inc.

   Year Ended October 31, 1996, Except as Noted:
   Shares sold:
<S>                                                                               <C>                           <C>      
    Class A   ...................................................                 1,762,547                      1,994,928
    Class B   ...................................................                    11,158                        225,823
    Class R*.....................................................                     8,387                         N/A
   Shares issued in reinvestment of dividends and distributions:
    Class A   ...................................................                    43,053                        563,980
    Class B   ...................................................                       139                         13,120
    Class R*.....................................................                        54                         N/A
   Shares redeemed:
    Class A   ...................................................                   (62,056)                    (2,011,737)
    Class B   ...................................................                       (15)                       (48,315)

                                                     Net Increase                 1,763,267                        737,799



   Year Ended October 31, 1995:
   Shares sold:
    Class A   ...................................................                      N/A                       1,625,100
    Class B**....................................................                      N/A                         293,841
   Shares issued in reinvestment of dividends and distributions:
    Class A   ...................................................                      N/A                         590,347
    Class B**....................................................                      N/A                           4,276
   Shares redeemed:
    Class A   ...................................................                      N/A                      (2,897,205)
    Class B**....................................................                      N/A                          (6,673)

                                                    Net Decrease                       N/A                        (390,314)

<FN>
   (1) Period from February 13, 1996 (February 27, 1996 -- Princor Limited Term
       Bond Fund, Inc. Class B and Class R) date operations commenced through 
       October 31, 1996.
   *   Period from February 27, 1996 (date operations  commenced)  through October
       31, 1996. 
   **  Period from December 5, 1994 (date operations commenced) through
       October 31, 1995.
</FN>
</TABLE>

Note 6 -- Line of Credit

The Income Funds have an unsecured  line of credit with a bank which allows each
fund to borrow up to  $500,000.  Borrowings  are made solely to  facilitate  the
handling of unusual and/or unanticipated short-term cash requirements.  Interest
is charged to each fund, based on its borrowings,  at a rate equal to the bank's
Fed Funds Unsecured Rate plus 100 basis points.  Additionally,  a commitment fee
is  charged at the annual  rate of .25% of the line of  credit.  At October  31,
1996, the Income Funds had no outstanding borrowings under the line of credit.

<PAGE>
SCHEDULES OF INVESTMENTS


INCOME FUNDS

PRINCOR BOND FUND, INC.

                                               Principal
                                                Amount           Value


Bonds (96.05%)

Air Transportation, Scheduled (2.14%)
   Federal Express Corp. 1994 Pass
      Through Cert., Series A310-A3;
      8.40%; 3/23/10                          $1,500,000    $  1,630,251
   Federal Express Corp. Pass Through
      Cert.; 7.58%; 7/2/19                     1,000,000         981,360

                                                               2,611,611
Aircraft & Parts (0.91%)
   Textron, Inc. Medium-Term
      Notes, Series C;
      9.80%; 1/10/00                             500,000         548,264
      9.55%; 3/19/01                             500,000         555,485

                                                               1,103,749
Auto & Home Supply Stores (1.23%)
   Pep Boys-Manny, Moe & Jack Notes;
       7.00%; 6/1/05                           1,500,000       1,505,727

Beverages (1.84%)
   Joseph E. Seagram & Sons
      Guaranteed Debentures;
      8.38%; 2/15/07                           1,000,000       1,100,487
      8.88%; 9/15/11                           1,000,000       1,148,211

                                                               2,248,698
Cable & Other Pay TV Services (1.87%)
   Tele-Communications, Inc. Notes;
      7.25%; 8/1/05                            2,000,000       1,835,792
   Tele-Communications, Inc. Senior
      Debentures; 7.88%; 8/1/13                  500,000         442,541

                                                               2,278,333
Cash Grains (2.10%)
   Aktiebolaget SKF Senior Notes;
      7.63%; 7/15/03                           2,500,000       2,564,580

Combination Utility Services (1.54%)
   PG Energy, Inc. First Mortgage
      Bonds; 8.38%; 12/1/02                      500,000         523,455
   Public Service Electric & Gas
      Medium-Term Notes;
      8.16%; 5/26/09                           1,250,000       1,357,626

                                                               1,881,081
Construction & Related
Machinery (1.00%)
   Caterpillar, Inc. Global Debentures;
      9.38%; 8/15/11                           1,000,000       1,218,767

Consumer Products (0.82%)
   RJR Nabisco Capital Corp. Senior
      Notes; 8.75%; 4/15/04                    1,000,000         996,250

Copper Ores (2.27%)
   Asarco, Inc. Debentures;
      7.88%; 4/15/13                           1,500,000       1,525,683
   Asarco, Inc. Notes; 7.38%; 2/1/03           1,200,000       1,238,024

                                                               2,763,707
Crude Petroleum & Natural Gas (0.46%)
   Occidental Petroleum Corp.
      Medium-Term Notes;
       9.73%; 6/15/01                         $  500,000    $    561,168

Department Stores (2.75%)
   Dillard Investment Co. Notes;
       9.25%; 5/1/97                             200,000         203,348
   Harcourt General, Inc. Subordinated
       Notes; 9.50%; 3/15/00                     400,000         434,194
   J.C. Penney Co., Inc. Debentures;
      7.13%; 11/15/23                          1,000,000         952,107
   Sears Roebuck Co.
      Medium-Term  Notes;
      9.05%; 2/6/12                              500,000         586,562
      9.12%; 2/13/12                           1,000,000       1,179,204

                                                               3,355,415
Drug Stores & Proprietary Stores (1.51%)
   Rite Aid Corp. Senior Debentures;
      6.88%; 8/15/13                           2,000,000       1,841,486

Eating & Drinking Places (1.91%)
   Marriott International, Inc. Notes;
      6.75%; 12/15/03                          1,300,000       1,287,582
   Marrriott International, Inc. Senior
      Notes; 7.88%; 4/15/05                    1,000,000       1,046,727

                                                               2,334,309
Electric Services (4.48%)
   Cleveland Electric Illuminating Co.
      First Mortgage Medium-Term
      Notes; 7.85%; 7/30/02                    1,500,000       1,486,729
   Ohio Edison Co. First Mortgage
      Bonds; 8.25%; 4/1/02                     2,000,000       2,073,252
   Southern California Edison Co. Notes;
      6.38%; 1/15/06                           1,000,000         961,250
   Toledo Edison Co. Debentures;
      8.70%; 9/1/02                            1,000,000         945,926

                                                               5,467,157
Engines & Turbines (0.80%)
   Brunswick Corp. Debentures;
      7.38%; 9/1/23                            1,000,000         981,492

Fabricated Rubber Products,
NEC (1.39%)
   M. A. Hanna Co. Senior Notes;
      9.38%; 9/15/03                           1,500,000       1,697,530

Farm & Garden Machinery (2.12%)
   Case Corp. Notes; 7.25%; 1/15/16            1,000,000         966,973
   Tenneco, Inc. Notes;
      9.88%; 2/1/01                              500,000         558,760
      7.88%; 10/1/02                           1,000,000       1,053,517

                                                               2,579,250
Gas Production & Distribution (1.00%)
   Transco Energy Co. Notes;
      9.38%; 8/15/01                           1,100,000       1,221,017

General Government, NEC (3.46%)
   Ontario Hydro Debentures;
      7.45%; 3/31/13                           2,000,000       2,066,300
   Province of Saskatchewan, Canada
      Global Notes; 8.00%; 2/1/13              2,000,000       2,153,100

                                                               4,219,400
Gold & Silver Ores (1.02%)
   Placer Dome, Inc. Notes;
       7.13%; 6/15/07                         $1,250,000    $  1,245,971

Grain Mill Products (0.83%)
   Ralston Purina Co. Debentures;
       7.75%; 10/1/15                          1,000,000       1,008,486

Grocery Stores (0.91%)
   Food Lion, Inc. Medium-Term
      Notes; 8.67%; 8/28/06                    1,000,000       1,105,421

Household Furniture (1.61%)
   Masco Corp. Debentures;
      7.13%; 8/15/13                           2,000,000       1,960,464

Industrial Inorganic Chemicals (4.44%)
   Dow Chemical Co. Debentures;
      7.38%; 3/1/23                            1,000,000         986,673
   Dow Chemical Co. Medium-Term
      Notes; 7.75%; 9/15/20                    1,000,000       1,038,469
   FMC Corp. Senior Notes;
      6.38%; 9/1/03                              750,000         722,594
   Grace, (W.R.) & Co. Guaranteed
       Notes; 8.00%; 8/15/04                   2,500,000       2,661,482

                                                               5,409,218
Machinery, Equipment,
& Supplies (0.20%)
   AAR Corp. Notes; 7.25%; 10/15/03              250,000         244,979

Metalworking Machinery (1.06%)
   Black & Decker Corp. Notes;
      7.00%; 2/1/06                            1,300,000       1,298,272

Millwork, Plywood & Structural
Members (1.40%)
   Georgia-Pacific Corp. Debentures;
      9.50%; 12/1/11                             600,000         715,329
   Georgia-Pacific Corp. Senior
      Debentures; 7.70%; 6/15/15               1,000,000         997,798

                                                               1,713,127
Miscellaneous Chemical
Products (1.25%)
   Cabot Corp. Notes;
      10.25%; 12/15/97                           400,000         417,735
   Ferro Corp. Senior Debentures;
       7.63%; 5/1/13                           1,100,000       1,107,899

                                                               1,525,634
Miscellaneous Equipment Rental
& Leasing (0.87%)
   McDonnell Douglas Finance Corp.
      Medium-Term Notes, Series 9;
      9.94%; 6/11/98                           1,000,000       1,058,832

Miscellaneous Investing (1.04%)
   Weingarten Realty Investors
      Medium-Term Notes;
      7.29%; 5/23/05                           1,250,000       1,273,835

Miscellaneous Metal Ores (2.36%)
   Amax, Inc. Notes; 9.88%; 6/13/01           $  900,000    $  1,012,114
   Cyprus Amax Minerals Notes;
      7.38%; 5/15/07                           1,100,000       1,118,567
   Cyprus Minerals Co. Notes;
      10.13%; 4/1/02                             650,000         746,406

                                                               2,877,087
Motion Picture Production
& Services (0.34%)
   Columbia Pictures Entertainment, Inc.
      Senior Subordinated Notes;
       9.88%; 2/1/98                             400,000         418,242

Motor Vehicles & Equipment (2.69%)
   Ford Motor Co. Debentures;
      8.88%; 1/15/22                           1,000,000       1,160,146
      7.50%; 8/1/26                            1,000,000       1,003,986
   General Motors Corp. Global
      Medium-Term Notes;
      8.88%; 5/15/03                           1,000,000       1,111,772

                                                               3,275,904
Newspapers (1.99%)
   News America Holdings, Inc.
      Guaranteed Senior Notes;
      8.50%; 2/15/05                           2,250,000       2,424,487

Operative Builders (1.25%)
   Pulte Corp. Senior Notes;
      8.38%; 8/15/04                             500,000         531,640
      7.30%; 10/24/05                          1,000,000         990,774

                                                               1,522,414
Paper Mills (7.58%)
   Boise Cascade Corp. Notes;
      9.90%; 3/15/00                             500,000         548,852
      9.85%; 6/15/02                           1,000,000       1,137,734
   Bowater, Inc. Debentures;
      9.50%; 10/15/12                          1,000,000       1,186,704
      9.38%; 12/15/21                          1,500,000       1,802,424
   Champion International Corp.
      Notes; 9.88%; 6/1/00                       750,000         831,093
   Chesapeake Corp. Notes;
      9.88%; 5/1/03                            1,000,000       1,157,890
      7.20%; 3/15/05                             600,000         605,543
   James River Corp. Notes;
      6.70%; 11/15/03                          2,000,000       1,972,238

                                                               9,242,478
Paperboard Mills (1.43%)
   Federal Paper Board Co., Inc.
      Debentures; 8.88%; 7/1/12                1,500,000       1,746,711

Personal Credit Institutions (3.65%)
   Coastal Corp. Senior Notes;
      9.75%; 8/1/03                            1,500,000       1,725,460
   General Motors Acceptance Corp.
      Global Notes; 8.50%; 1/1/03              2,000,000       2,173,088
   Household Finance Corp. Senior
      Subordinated Notes;
       9.63%; 7/15/00                            500,000         550,710

                                                               4,449,258
Petroleum Refining (7.49%)
   Ashland, Inc. Medium-Term Notes;
      7.71%; 5/11/07                          $  500,000    $    522,936
      7.72%; 7/15/13                           1,000,000       1,023,691
      7.73%; 7/15/13                             750,000         768,494
   Mapco, Inc. Medium-Term Notes;
      8.48%; 8/5/13                            1,000,000       1,044,674
   Pennzoil Co. Debentures;
      10.13%; 11/15/09                         1,675,000       2,069,894
   Sun Co., Inc. Debentures;
      9.00%; 11/1/24                           2,000,000       2,315,942
   Sun Co., Inc. Notes; 7.13%; 3/15/04           300,000         304,371
   Ultramar Credit Corp. Guaranteed
      Notes; 8.63%; 7/1/02                     1,000,000       1,079,911

                                                               9,129,913
Photographic Equipment
& Supplies (0.85%)
   Xerox Corp. Notes; 9.63%; 9/1/97            1,000,000       1,030,496

Primary Nonferrous Metals (2.53%)
   Reynolds Metals Co.
      Medium-Term Notes;
      8.22%; 5/30/07                           2,000,000       2,168,916
      7.65%; 2/4/08                              875,000         912,700

                                                               3,081,616
Pulp Mills (2.30%)
   ITT Rayonier, Inc. Notes;
      7.50%; 10/15/02                          1,875,000       1,913,478
   International Paper Co.
      Medium-Term  Notes;
      9.70%; 8/15/00                             800,000         885,404

                                                               2,798,882
Refrigeration & Service
Machinery (2.11%)
   Westinghouse Electric Corp.
      Debentures; 8.63%; 8/1/12                1,000,000         996,077
   Westinghouse Electric Corp.
      Global Notes; 8.88%; 6/1/01              1,500,000       1,575,123

                                                               2,571,200
Rental of Railroad Cars (2.52%)
   Gatx Capital Corp. Medium-Term Notes;
      Series B; 9.50%; 1/10/02                 1,500,000       1,676,723
      Series C; 6.86%; 10/13/05                1,000,000         980,385
   General American Transportation
      Corp. Medium-Term Notes;
      10.65%; 11/14/97                           400,000         418,229

                                                               3,075,337
Sanitary Services (1.51%)
   Laidlaw, Inc. Notes;
      7.70%; 8/15/02                           1,000,000       1,047,317
   Laidlaw, Inc. Senior Notes;
      7.88%; 4/15/05                             750,000         790,392

                                                               1,837,709
Telephone Communication (2.12%)
   Sprint Corp. Notes; 8.13%; 7/15/02         $1,500,000    $  1,608,642
   U.S. West Capital Funding, Inc.
       Notes; 6.80%; 11/23/07                  1,000,000         981,660

                                                               2,590,302
Variety Stores (3.10%)
   Dayton-Hudson Corp. Debentures;
      9.25%; 8/15/11                           1,000,000       1,180,784
   Dayton-Hudson Corp.
      Sinking Fund Debentures;
      9.50%; 10/15/16                            179,000         187,078
   Shopko Stores, Inc. Senior
      Notes; 9.00%; 11/15/04                   2,500,000       2,414,829

                                                               3,782,691


                                             Total Bonds     117,129,693

Commercial Paper (1.98%)

Business Credit Institutions (1.98%)
   General Electric Capital Corp.;
      5.75%; 11/1/96                           2,410,000       2,410,000


                    Total Portfolio Investments (98.03%)     119,539,693

Cash, receivables and other assets, net of
   liabilities (1.97%)                                         2,399,276


                              Total Net Assets (100.00%)    $121,938,969

PRINCOR GOVERNMENT SECURITIES INCOME
FUND, INC.


         Description of Issue                  Principal
   Type          Rate         Maturity          Amount           Value

Government National Mortgage Association (GNMA)
Certificates (100.33%)

GNMA I          6.00%    10/15/23-4/15/26    $31,210,327    $ 29,210,122
GNMA I          6.50     9/15/23-11/1/26      50,442,101      48,560,459
GNMA I          7.00     10/15/22-4/15/26     62,033,845      61,271,329
GNMA I          7.25     9/15/25-10/15/25      5,798,548       5,766,135
GNMA I          7.50     4/15/17-8/15/24      50,358,279      50,845,673
GNMA I          8.00     8/15/16-2/15/22      14,178,902      14,674,171
GNMA II         6.00     1/20/24-7/20/26      51,485,535      47,593,742
GNMA II         6.50     3/20/24-8/20/26      14,733,359      14,059,720


                                 Total GNMA Certificates     271,981,351

Federal Agency Short-Term Obligations (0.46%)

   Federal Home Loan Mortgage Corporation;
      5.53%; 11/1/96                           1,250,000       1,250,000


                   Total Portfolio Investments (100.79%)     273,231,351

Liabilities, net of cash, receivables and other
   assets (-0.79%)                                          $ (2,135,555)


                              Total Net Assets (100.00%)    $271,095,796




PRINCOR HIGH YIELD FUND, INC.


                                               Principal
                                                Amount           Value


Bonds (92.79%)

Agricultural Chemicals (2.65%)
   IMC Fertilizer Group, Inc. Senior
      Debentures; 9.45%; 12/15/11             $  700,000     $   812,733

Aircraft & Parts (2.15%)
   Rohr Industries, Inc. Subordinated
      Debentures; 9.25%; 3/1/17                  700,000         658,000

Automotive Rentals, No Drivers (1.26%)
   Alamo Rent-A-Car, Inc. Senior Notes;
      11.75%; 1/31/06                            350,000         385,000

Blast Furnace & Basic Steel
Products (2.37%)
   Ivaco Senior Notes;
      11.50%; 9/15/05                            350,000         348,250
   Weirton Steel Corp. Senior Notes;
      10.75%; 6/1/05                             400,000         380,000

                                                                 728,250
Broadwoven Fabric Mills, Cotton (2.27%)
   J.P. Stevens & Co., Inc. Sinking
      Fund Debentures; 9.00%; 3/1/17             700,000         696,500

Cable & Other Pay TV Services (2.35%)
   Jones Intercable, Inc. Senior Notes;
      9.63%; 3/15/02                             700,000         721,000

Cogeneration - Small Power
Producer (3.60%)
   AES Corporation Senior Subordinated
      Notes; 10.25%; 7/15/06                     700,000         744,625
   California Energy Co., Inc. Limited
      Resource Senior Secured Notes;
      9.88%; 6/30/03                             350,000         360,500

                                                               1,105,125
Computer & Data Processing
Services (2.50%)
   Tenet Heathcare Corp. Senior
      Subordinated Notes;
      10.13%; 3/1/05                             700,000         768,250

Consumer Products (1.95%)
   RJR Nabisco, Inc. Senior Notes;
      8.75%; 8/15/05                             600,000         597,750

Crude Petroleum & Natural Gas (3.16%)
   Chesapeake Energy Corp. Senior Notes;
      9.13%; 4/15/06                          $  350,000     $   351,750
   Nuevo Energy Co. Senior Subordinated
      Notes; 9.50%; 4/15/06                      600,000         617,250

                                                                 969,000
Electric Services (1.17%)
   El Paso Electric Co. First Mortgage
      Bonds, Series D; 8.90%; 2/1/06             350,000         358,312

Electric Components
   & Accessories (2.38%)
   Advanced Micro Devices, Inc.
      Senior Secured Notes;
      11.00%; 8/1/03                             700,000         731,500

Engines & Turbines (2.10%)
   Outboard Marine Corp. Debentures;
      9.13%; 4/15/17                             700,000         644,000

Footwear, Except Rubber (1.47%)
   Brown Group, Inc. Senior Notes;
      9.50%; 10/15/06                            450,000(a)      451,125

Forest Products (2.15%)
   Doman Industries Ltd. Senior Notes;
      8.75%; 3/15/04                             700,000         658,000

Fuel Dealers (2.29%)
   Petroleum Heat & Power Co., Inc.
      Subordinated Notes;
      10.13%; 4/1/03                             700,000         700,875

General Government, NEC (1.01%)
   Republic of Argentina Global Bonds;
      8.38%; 12/20/03                            350,000         310,188

Groceries & Related Products (2.10%)
   Rykoff-Sexton, Inc. Senior
      Subordinated  Notes;
      8.88%; 11/1/03                             700,000         644,000

Grocery Stores (3.54%)
   Dominick's Finer Foods, Inc.
      Senior Subordinated Notes;
      10.88%; 5/1/05                             350,000         385,875
   Ralph's Grocery Co. Senior
      Subordinated Notes;
      11.00%; 6/15/05                            700,000         700,000

                                                               1,085,875
Hotels & Motels (4.70%)
   Bally's Grand, Inc. First Mortgage
      Notes; 10.38%; 12/15/03                    700,000         773,500
   John Q. Hammons Hotels, L.P. &
      Finance Corp. First Mortgage
      Notes; 8.88%; 2/15/04                      700,000         669,375

                                                               1,442,875
Knitting Mills (2.43%)
   Tultex Corp. Senior Notes;
      10.63%; 3/15/05                            700,000         746,375

Metal Cans & Shipping Containers (0.34%)
   U.S. Can Corp. Senior Subordinated
      Notes; 10.13%; 10/15/06                 $  100,000(a)  $   103,250

Miscellaneous Amusement, Recreation
Service (1.19%)
   Rio Hotel & Casino, Inc. Senior
      Subordinated Notes;
      10.63%; 7/15/05                            350,000         364,000

Miscellaneous Converted Paper
Products (2.09%)
   Drypers Corp. Senior Notes;
      12.50%; 11/1/02                            700,000         640,500

Miscellaneous Plastics Products,
NEC (3.29%)
   Congoleum Corp. Senior Notes;
      9.00%; 2/1/01                              700,000         693,000
   Plastic Containers, Inc.
      Senior Secured Notes;
      10.75%; 4/1/01                             300,000         315,750

                                                               1,008,750
Motor Vehicles & Equipment (2.27%)
   Lear Seating Corp. Subordinated
      Notes; 8.25%; 2/1/02                       700,000         694,750

Nonferrous Foundries (Casting) (1.23%)
   Howmet Corp. Senior Subordinated
      Notes; 10.00%; 12/1/03                     350,000         376,250

Nursing & Personal Care Facilities (2.21%)
   Mariner Health Group, Inc. Senior
      Subordinated Notes; 9.50%; 4/1/06          700,000         679,000

Petroleum Refining (2.32%)
   Crown Central Petroleum Corp.
      Senior  Notes; 10.88%; 2/1/05              700,000         712,250

Primary Nonferrous Metals (0.66%)
   Euramax International PLC Senior
      Subordinated Notes; 11.25%; 10/1/06        200,000(a)      203,000

Pulp Mills (2.18%)
   Magnetek, Inc. Senior Subordinated
      Debentures; 10.75%; 11/15/98               650,000         669,500

Radio, Television, & Computer
Stores (2.34%)
   CompUSA, Inc. Senior Subordinated
      Notes; 9.50%; 6/15/00                      700,000         716,625

Radio & Television Broadcasting (4.30%)
   American Radio Systems Senior
      Subordinated Notes; 9.00%; 2/1/06          700,000         662,375
   EZ Communications, Inc. Senior
      Subordinated Notes; 9.75%; 12/1/05         300,000         303,000
   Sullivan Broadcasting, Inc. Senior
      Subordinated Notes; 10.25%; 12/15/05    $  350,000     $   353,500

                                                               1,318,875
Soap, Cleaners, & Toilet Goods (2.43%)
   Coty, Inc. Senior Subordinated
      Notes; 10.25%; 5/1/05                      700,000         745,500

Telephone Communication (11.51%)
   360 Communications Co. Senior Notes;
      7.50%; 3/1/06                              350,000         344,031
   Paging Network, Inc. Senior Debentures;
      8.88%; 2/1/06                              700,000         654,500
   Rogers Cablesystems Ltd. Senior
      Secured Second Priority Notes;
      9.63%; 8/1/02                              750,000         763,125
   Rogers Cantel, Inc. Senior Secured
      Debentures; 9.75%; 6/1/16                  700,000         698,250
   Telecom Argentina Stet-France Telecom
      SA Senior Notes; 12.00%; 11/15/02          350,000         377,125
   Vanguard Cellular Systems, Inc. Senior
      Debentures; 9.38%; 4/15/06                 700,000         693,000

                                                               3,530,031
Textile Finishing, Except Wool (2.30%)
   Dominion Textile (USA), Inc. Guaranteed
      Senior Notes; 9.25%; 4/1/06                700,000         704,375

Water Supply (2.53%)
   California Energy Casecnan Water &
      Energy Co., Inc. Senior Secured,
      Series B Bonds; 11.95%; 11/15/10           700,000(a)      777,000


                                             Total Bonds      28,458,389

Commercial Paper (4.50%)

Business Credit Institutions (4.50%)
   General Electric Capital Corp.;
      5.75%; 11/1/96                           1,380,000       1,380,000


                    Total Portfolio Investments (97.29%)      29,838,389

Cash, receivables and other assets, net of
   liabilities (2.71%)                                           831,072


                              Total Net Assets (100.00%)     $30,669,461

(a)   Restricted security - See Note 4 to the financial statements.

PRINCOR LIMITED TERM BOND FUND, INC.


                                               Principal
                                                Amount           Value


Bonds (69.35%)

Combination Utility Services (6.30%)
   Consolidated Edison Co. Debentures,
      Series 92-D; 6.50%; 9/1/99                $100,000     $   100,656
   Consolidated Edison Co. Debentures,
      Series 93-B; 6.50%; 2/1/01                 730,000         729,898
   Pacificorp First Mortgage Medium-Term
      Notes; 9.50%; 5/20/99                     $250,000     $   269,228

                                                               1,099,782
Consumer Products (7.76%)
   B.A.T. Capital Corp. Medium-Term
      Notes; 5.32%; 10/28/98                     600,000(a)      589,534
   Philip Morris Cos. Notes;
      7.13%; 12/1/99                             750,000         764,472

                                                               1,354,006
Department Stores (9.48%)
   J. C. Penney Co., Inc. Notes;
      9.05%; 3/1/01                              770,000         841,311
   Sears Roebuck Acceptance Corp.
      Medium-Term Notes, Series II;
      6.69%; 8/13/01                             450,000         452,789
   Sears Roebuck Co. Medium-Term Notes;
      6.46%; 5/12/00                             100,000         100,264
   Sears Roebuck Co. Notes;
      8.20%; 4/15/99                             250,000         259,801

                                                               1,654,165
Electric Services (3.48%)
   Southern California Edison Co. First
      Mortgage Refunding Bonds;
      6.75%; 1/15/00                             600,000         606,605

Miscellaneous Food & Kindred
Products (1.21%)
   General Mills, Inc. Medium-Term Notes;
      9.00%; 11/30/98                            200,000         211,195

Mortgage Bankers & Brokers (4.83%)
   Countrywide Funding Corp.
      Medium-Term Notes;
      6.05%; 3/1/01                              860,000         842,318

Motor Vehicles & Equipment (3.17%)
   General Motors Corp. Medium-Term
      Notes; 9.20%; 7/2/01                       500,000         552,425

Paper Mills (4.68%)
   International Paper Co. Notes;
      7.00%; 6/1/01                              800,000         816,113

Paperboard Mills (2.51%)
   Temple-Inland, Inc. Notes;
      9.00%; 5/1/01                              400,000         437,599

Personal Credit Institutions (12.17%)
   American General Finance Corp. Notes;
      7.25%; 4/15/00                             500,000         514,443
   Chrysler Financial Corp.
      Medium-Term Notes;
      8.45%; 1/28/00                             500,000         530,887
   Chrysler Financial Corp. Notes;
      5.88%; 2/7/01                              300,000         292,956
   Ford Motor Credit Co. Notes;
      6.85%; 8/15/00                             775,000         784,947

                                                               2,123,233
Security Brokers & Dealers (4.71%)
   Lehman Brothers, Inc. Senior
      Subordinated Notes;
      5.75%; 11/15/98                            830,000         821,228

Telephone Communication (9.05%)
   Nynex Capital Funding Medium-Term
      Notes, Series A; 9.40%; 6/1/00            $670,000     $   733,834
   U. S. West Capital Funding, Inc.
      Medium-Term Notes;
      6/13%; 11/30/99                            850,000         845,383

                                                               1,579,217

                                             Total Bonds      12,097,886

Federal Home Loan Mortgage Corporation (FHLMC)
Certificates (20.77%)


         Description of Issue                  Principal
   Type          Rate         Maturity          Amount           Value

FHLMC           7.25%    12/1/07              $  799,189     $   802,554
FHLMC           8.00     12/1/11                 419,631         433,911
FHLMC           8.25     1/1/12                  154,491         158,832
FHLMC Gold      8.00     10/1/22                 325,014         335,538
FHLMC Gold      8.50     1/1/00-4/1/00         1,146,246       1,188,863
FHLMC Gold      9.00     9/1/09                  667,108         702,811


                                Total FHLMC Certificates       3,622,509

Federal National Mortgage Association (FNMA)
Certificates (1.08%)

FNMA            8.00     10/1/06                 180,805         187,554

Government National Mortgage Association (GNMA)
Certificates (3.34%)

GNMA I          9.00     7/15/17                 154,213         165,138
GNMA II         8.00     1/20/16                 403,812         417,206


                                 Total GNMA Certificates         582,344

                                               Principal
                                                Amount           Value


Asset-Backed Securities (3.46%)

Personal Credit Institutions (3.46%)
   Union Acceptance Corp. 1996-B Auto Trust
      Pass-Through Certificates, Class A;
      6.45%; 7/8/03                             $600,306     $   604,310


                    Total Portfolio Investments (98.00%)      17,094,603

Cash and receivables, net of liabilities (2.00%)                 349,561


                               Total Net Assets (100.00%)    $17,444,164

(a)   Restricted security - See Note 4 to the financial statements.

PRINCOR TAX-EXEMPT BOND FUND, INC.

                                               Principal
                                                Amount           Value


Long-Term Tax-Exempt Bonds (96.70%)

Alabama (2.14%)
   Courtland, Alabama IDB IDR Series A
      Bonds for Champion International;
      7.20%; 12/1/13                          $3,815,000    $  4,139,275

Arizona (3.24%)
   Navajo County, Arizona Pollution Control
      Corp. Rev. Ref. Bonds, Arizona Public
      Service Co., Series 1993A;
      5.88%; 8/15/28                           4,100,000        4,053,875
   Pinal County, Arizona Industrial Dev.
      Authority Browning-Ferris
      Industries, Inc. Proj., Series 1996;
      5.00%; 2/1/06                            2,250,000       2,199,375

                                                               6,253,250
Arkansas (2.54%)
   City of Blytheville, Arkansas Solid Waste
      Recycling & Sewer Treatment Rev.
      Bonds, Series 1992, Nucor Corp.
      Project; 6.90%; 12/1/21                  4,610,000       4,892,362

California (4.71%)
   ABAG Finance Authority for Nonprofit
      Corp., Cert. of Participation,
      Stanford University Hospital;
      5.00%; 11/1/04                             750,000         739,687
      5.50%; 11/1/13                           1,250,000       1,202,763
      5.25%; 11/1/20                           1,750,000       1,577,188
   California Pollution Control Funding
      Authority Pollution Control Rev. Ref.
      Bonds; for San Diego Gas & Electric,
      Series A; 5.90%; 6/1/14                  1,000,000       1,040,000
   California Pollution Control Funding
      Authority Rev. Bonds, Atlantic
      Richfield Co. Project; 5.00%; 4/1/08     2,500,000       2,450,000
   City of Upland, California San Antonio
      Comm. Hospital Cert. of Participation;
      5.25%; 1/1/04                            2,080,000       2,074,800

                                                               9,084,438
Colorado (2.72%)
   City & County of Denver, Colorado, Airport
      System Rev. Bonds, Series 1991D;
      7.75%; 11/15/13                          3,185,000       3,822,000
   Colorado Health Fac. Authority Rev. Bonds
      for Sisters of Charity Healthcare
      Systems, Series 1994; 5.25%; 5/15/14     1,500,000       1,430,625

                                                               5,252,625
Florida (0.97%)
   Nassau County, Florida Pollution Control
      Ref. Bonds; ITT Rayonier, Inc. Project;
      6.10%; 6/1/05                              500,000         518,125
Nassau County, Florida Pollution Control
      Rev. Ref., ITT Rayonier, Inc. Project;
      7.65%; 6/1/06                           $1,265,000    $  1,350,387

                                                               1,868,512
Georgia (3.13%)
   Coweta County, Georgia Dev. Authority
      Pollution Control Rev. Bonds,
      Georgia Power Co., Yates Project;
      6.00%; 3/1/18                            2,500,000       2,518,750
   Fulco, Georgia, Hospital Authority Rev.
      Anticipation Cert. for St. Joseph's
      Hospital of Atlanta, Inc.;
      5.50%; 10/1/14                           2,000,000       1,917,500
   Municipal Electric Authority of Georgia
      Power Rev. Bonds, Series R;
      7.30%; 1/1/09                            1,505,000       1,599,063

                                                               6,035,313
Illinois (15.27%)
   Chicago, Illinois O'Hare International
      Airport Special Fac. Rev. Bonds for
      American Airlines, Inc. Project-A;
      7.88%; 11/1/25                           6,010,000       6,468,262
   City of Chicago, Illinois Adj. Rate Gas
      Supply Rev. Bonds, Series 1985A,
      Peoples Gas Light & Coke Project;
      6.88%; 3/1/15                            3,800,000       4,132,500
   Illinois Dev. Financial Authority
      Pollution  Control Rev. Bonds for
      Illinois Power Co.; 7.63%; 12/1/16       2,050,000       2,137,371
   Illinois Health Fac. Authority for
      Sarah Bush Lincoln Health Center
      Area E-7 Hospital Association
      Bonds, Series 1987;
      7.20%; 4/1/01                              150,000         155,100
      7.38%; 4/1/17                              850,000         879,495
   Illinois Health Fac. Authority Ref. Rev.
      Bonds for OSF Healthcare System;
      6.00%; 11/15/10                            500,000         499,375
      6.00%; 11/15/13                            500,000         499,375
   Illinois Health Fac. Authority Ref. Rev.
      Bonds for OSF Healthcare System,
      Series 1993; 5.75%; 11/15/07             1,000,000         998,750
   Illinois Health Fac. Authority Rev. Bonds
      for Sarah Bush Lincoln Health
      Center, Series 1992;
      7.25%; 5/15/12                           2,950,000       3,071,688
      7.25%; 5/15/22                           1,515,000       1,566,131
   Illinois Health Fac. Authority Rev. Bonds
      for South Suburban Hospital,
      Series 1992;
      7.00%; 2/15/09                             500,000         522,500
      7.00%; 2/15/18                           1,250,000       1,307,813
   Illinois Health Fac. Authority Rev. Bonds,
      Northwestern Memorial Hospital,
      Series 1994A;
      5.60%; 8/15/06                             500,000         511,250
      5.75%; 8/15/08                             615,000         626,531
      5.80%; 8/15/09                             840,000         849,450
      6.10%; 8/15/14                           1,000,000       1,017,500
   Illinois Health Fac. Authority Rev. Ref.
      Bonds for Advocate Healthcare,
      Series A; 6.75%; 4/15/12                 2,000,000       2,110,000
   Regional Transportation Authority,
      Illinois General Obligation Bonds,
      Series 1994A; 6.25%; 6/1/15             $2,000,000    $  2,105,000

                                                              29,458,091
Indiana (6.20%)
   City of Mount Vernon, Indiana, Pollution
      Control Rev. Bonds for Southern
      Indiana Gas  & Electric Co. Project;
      7.25%; 3/1/14                              700,000         764,750
   City of Petersburg, Indiana, Pollution
      Control Rev. Bonds, for Indianapolis
      Power & Light Co. Project,
      Series 1993A; 6.10%; 1/1/16              4,000,000       4,100,000
   Indiana Health Fac. Financing Authority
      Hospital Rev. Ref. Bonds, Welborn
      Memorial Baptist Hospital, Series 1993;
      5.63%; 7/1/23                            1,860,000       1,715,850
   Lawrenceburg, Indiana Pollution Control
      Rev. Ref. Bonds, Indiana Michigan
      Power Co. Project,
      Series D; 7.00%; 4/1/15                  1,000,000       1,062,500
      Series E; 5.90%; 11/1/19                 3,220,000       3,119,375
   Warrick County, Indiana Environmental
      Improvement Rev. Bonds, Southern
      Indiana Gas & Electric, Series 1993B;
      6.00%; 5/1/23                            1,190,000       1,210,825

                                                              11,973,300
Iowa (4.37%)
   City of Muscatine, Iowa, Electric Rev.
      Ref. Bonds, Series 1986;
      6.00%; 1/1/06                              160,000         160,086
      5.00%; 1/1/07                            1,665,000       1,565,100
   Eddyville, Iowa, IDR Ref. Bonds,
      Cargill, Inc. Project; 5.63%; 12/1/13    1,000,000(a)      996,250
   Iowa Finance Authority Hospital Fac.
      Ref. Rev. Bonds for Jennie
      Edmundson Memorial Hospital;
      7.40%; 11/1/06                             550,000         586,438
      7.65%; 11/1/16                           4,900,000       5,126,625

                                                               8,434,499
Kentucky (0.97%)
   City of Ashland, Kentucky, Solid Waste
      Rev. Bonds for Ashland Oil, Inc.
      Project, Series 1991; 7.20%; 10/1/20     1,000,000       1,063,750
   City of Ashland, Kentucky Sewage and
      Solid Waste Rev. Bonds for Ashland,
      Inc. Project, Series 1995; 7.13%; 2/1/22   750,000         802,500

                                                               1,866,250
Louisiana (1.08%)
   St. Charles Parish, Louisiana Pollution
      Control Rev. Bonds for Louisiana
      Power & Light Co. Project;
       7.50%; 6/1/21                           1,950,000       2,079,187

Maine (1.04%)
   Skowhegan, Maine, Pollution Control
      Rev. Ref. Bonds for Scott Paper
      Co. Project, Series 1993;
      5.90%; 11/1/13                           2,000,000       2,010,000

Michigan (2.30%)
   Michigan State Hospital Financing
      Authority Hospital Rev. Bonds for
      Detroit Medical Center, Series 1993B;
      5.75%; 8/15/13                          $  600,000    $    589,500
      5.50%; 8/15/23                           2,000,000       1,865,000
   Michigan State Hospital Financing
      Authority Rev. Ref. Bonds, Daughters
      of Charity Hospital; 5.25%; 11/1/05      1,000,000         943,750
   Michigan State Hospital Financing
      Authority Rev. Ref. Bonds, Daughters
      of Charity Natl. Health System;
      5.50%; 11/1/05                           1,000,000       1,031,250

                                                               4,429,500
Minnesota (1.55%)
   City of Bass Brook, Minnesota Pollution
      Control Rev. Ref. Bonds for Minnesota
      Power & Light Project; 6.00%; 7/1/22     3,000,000       3,000,000

Missouri (1.17%)
   Missouri State Health & Educational
      Fac. Authority Health Fac. Rev. Bonds,
      BJC Health System, Series 1994A;
       6.75%; 5/15/12                          2,000,000       2,262,500

Montana (1.04%)
   Forsyth, Montana Pollution Control Rev.
      Ref. Bonds, Montana Power Co.,
      Colstrip Project, Series 1993A;
      6.13%; 5/1/23                            2,000,000       2,002,500

Nebraska (1.87%)
   Nebraska Public Power Dist. Power
      Supply System Rev. Bonds;
      5.30%; 1/1/02                            1,000,000       1,026,250
      5.40%; 1/1/03                            1,500,000       1,545,000
      5.50%; 1/1/04                            1,000,000       1,035,000

                                                               3,606,250
Nevada (1.98%)
   Clark County, Nevada, IDR Ref. Bonds,
      Nevada Power Co. Project,
      Series 1992C; 7.20%; 10/1/22             3,600,000       3,811,500

New Mexico (1.09%)
   City of Lordsburg, New Mexico
      Pollution Control Rev. Bonds
      for Phelps Dodge Corp. Project;
       6.50%; 4/1/13                           2,000,000       2,102,500

North Carolina (2.01%)
   Martin County, North Carolina Industrial
      Fac. & Pollution Control Finance
       Authority Solid Waste Rev. Bonds,
      Weyerhaeuser; 6.80%; 5/1/24              2,000,000       2,157,500
   North Carolina Medical Care Hospital
      Rev. Bonds for Rex Hospital Project;
      6.13%; 6/1/10                            1,700,000       1,729,750

                                                               3,887,250
North Dakota (1.08%)
   Mercer County, North Dakota, Pollution
      Control Rev. Bonds, Ottertail Power
      Co. Project, Series 1991; 6.90%; 2/1/19  1,950,000       2,086,500

Ohio (5.24%)
   Cuyahoga County, Ohio, Hospital Rev.
      Bonds for Meridia Health Systems,
      Series 1991;
      7.25%; 8/15/19                          $1,445,000    $  1,535,313
      7.00%; 8/15/23                             250,000         264,062
   Lorain County, Ohio Hospital Ref. Bonds,
      Humility Mary Health Care, Series A;
      5.90%; 12/15/08                          3,270,000       3,372,188
   Ohio Air Quality Dev. Rev. Bonds,
      Columbus Southern Power Co. Project,
      Series 1985B; 6.25%; 12/1/20             4,900,000       4,942,875

                                                              10,114,438
Oklahoma (1.22%)
   Tulsa Industrial Authority Rev. Bonds,
      St. John Medical Center Project,
      Series 1994;
      6.25%; 2/15/14                           1,280,000       1,321,600
      6.25%; 2/15/17                           1,000,000       1,028,750

                                                               2,350,350
Rhode Island (1.54%)
   Rhode Island State Industrial Facilities
      Corp. Marine Term Rev. Bonds,
      Mobile Oil Refining; 6.00%; 11/1/14      2,900,000       2,979,750

South Carolina (2.53%)
   Oconee County, South Carolina Pollution
      Control Rev. Ref. Bonds, Duke Power
      Co. Project, Series 1993;
      5.80%; 4/1/14                            1,000,000       1,017,500
   York County, South Carolina Exempt Fac.
      Industrial Rev. Bonds for Hoechst
      Celanese Project, Series 1994;
      5.70%; 1/1/24                            2,000,000       1,942,500
   York County, South Carolina Pollution
      Control Rev. Bonds, Bowater, Inc.
      Project; 7.63%; 3/1/06                   1,700,000       1,923,125

                                                               4,883,125
South Dakota (0.56%)
   Pennington County, South Dakota
      Pollution Control Rev. Ref. Bonds
      for Black Hills Power & Light Co.
      Project; 6.70%; 6/1/10                   1,000,000       1,071,250

Texas (6.15%)
   Brazos River Authority, Texas, Pollution
      Control Rev. Bonds for Houston
      Lighting & Power;
      8.25%; 5/1/15                              820,000         875,350
      7.75%; 10/1/15                             855,000         915,919
      8.25%; 5/1/19                              500,000         533,750
   Guadalupe-Blanco River Authority,
      Texas, Industrial Dev. Corp.
      Pollution  Control Rev. E I Du Pont
      1982 Series A; 6.35%; 7/1/22             2,500,000       2,640,625
   Matagorda County, Texas, Navigational
      District No. 1 Pollution Control Rev.
      Bonds for Central Power & Light Co.;
      7.50%; 12/15/14                         $2,585,000    $  2,843,500
      6.00%; 7/1/28                            1,000,000       1,006,250
   Milam County, Texas Industrial Dev. Corp.
      Pollution Control Rev. Ref. Bonds,
      Alcoa Project; 5.65%; 12/1/12            2,000,000       2,015,000
   Tarrant County, Texas, Health Fac. Dev.
      Corp., Harris Methodist Health System
      Rev. Bonds; 5.90%; 9/1/06                1,000,000       1,042,500

                                                              11,872,894
Utah (0.74%)
   Intermountain Power Agency, Utah
      Power Supply, Rev. Ref. Bonds,
      Series 1993A; 5.50%; 7/1/20              1,500,000       1,430,625

Virginia (2.95%)
   Albemarle County, Virginia IDA Hospital
      Rev. Ref. Bonds, Martha Jefferson
      Hospital; 5.50%; 10/1/15                 1,900,000       1,838,250
   Arlington County, Virginia, IDA
      Hospital Fac. Rev. Ref. Bonds,
      Arlington Hospital, Series 1993;
      5.00%; 9/1/21                            2,715,000       2,406,169
   Chesapeake, Virginia IDA Rev. Ref.
      Bond for Cargill, Inc. Project;
      5.88%; 3/1/13                            1,410,000       1,445,250

                                                               5,689,669
Washington (4.16%)
   City of Seattle, Washington Municipal
      Light and Power Rev. Bonds;
      1993; 5.10%; 11/1/05                     1,950,000       1,962,187
      1994; 6.63%; 7/1/16                      1,000,000       1,076,250
   Pilchuck Dev. Public Corp., State of
      Washington, Special Fac. Airport Rev.
      Bonds, Series 1993, Tramco, Inc.
      Project for BF Goodrich;
       6.00%; 8/1/23                           3,155,000       3,048,519
   Washington Health Care Fac. Authority
      Rev. Bonds; Series 1989, Sisters of
      Providence; 7.88%; 10/1/10               1,800,000       1,937,250

                                                               8,024,206
West Virginia (6.20%)
   Marshall County, West Virginia,
      Pollution Control Rev. Bonds
      for Ohio Power Co. Project;
      Series C; 6.85%; 6/1/22                  1,200,000       1,278,000
      Series D; 5.90%; 4/1/22                  4,500,000       4,573,125
   Pleasants County, West Virgina
      Pollution Control Rev. Bonds
      for Potomac Edison Co.;
       6.15%; 5/1/15                           2,000,000       2,047,500
   Putnam County, West Virginia,
      Pollution Control Rev. Bonds for
      Appalachian Power Co. Project,
      Series C; 6.60%; 7/1/19                  3,875,000       4,073,594

                                                              11,972,219
Wisconsin (2.94%)
   Kaukauna, Wisconsin Pollution Control
      Rev. Ref. Bonds for Intl. Paper Co.
      Project, Series A; 5.40%; 5/1/04        $3,610,000    $  3,641,587
   Wisconsin Health & Educational Fac.
      Authority Rev. Bonds; Series 1995;
      Franciscan Skemp Medical Center, Inc.;
      5.88%; 11/15/10                          1,000,000       1,015,000
      6.13%; 11/15/15                          1,000,000       1,018,750

                                                               5,675,337


                        Total Long-Term Tax-Exempt Bonds     186,599,465

Short-Term Tax-Exempt Bonds (1.40%)

Massachusetts (0.88%)
   Commonwealth of Massachusetts, Dedicated
      Income Tax Bonds, Series B, LOC
      National Westminster;
       3.60%; 11/1/96*; 12/1/97                1,700,000       1,700,000

Pennsylvania (0.47%)
   Delaware County, Pennsylvania, Fac. Rev.,
      Tax and Rev. Anticipation Notes,
      Series 1985, Guaranteed by United
      Parcel Service; 3.60%; 11/1/96*;12/1/15    900,000         900,000

Wyoming (0.05%)
   Uinta County, Wyoming Pollution Control
      Ref. Rev. Bonds, Series 1992
      Guaranteed by Chevron Corp.;
      3.55%; 11/1/96*;12/1/22                    100,000         100,000


                       Total Short-Term Tax-Exempt Bonds       2,700,000


                     Total Portfolio Investment (98.10%)     189,299,465


Cash, receivables and other assets, net of
   liabilities (1.90%)                                         3,674,190

                              Total Net Assets (100.00%)    $192,973,655

*   Demand Date
(a) Restricted security - See Note 4 to the financial statements.

<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

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

                                                    Income from Investment Operations               Less Distributions           

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


   PRINCOR BOND FUND, INC.

       Class A:
     Year Ended October 31,
<S>    <C>                                <C>       <C>         <C>           <C>          <C>            <C>            <C>     
       1996                               $11.42    $.76(b)     $(.25)        $ .51        $(.76)         $ --           $(.76)  
       1995                                10.27     .78(b)      1.16          1.94         (.78)          (.01)          (.79)  
       1994                                11.75     .78(b)     (1.47)         (.69)        (.78)          (.01)          (.79)  
       1993                                10.97     .81(b)       .79          1.60         (.81)          (.01)          (.82)  
       1992                                10.65     .85(b)       .32          1.17         (.85)           --            (.85)  
       Class B:
     Year Ended October 31, 1996           11.41     .67(b)      (.25)          .42         (.68)           --            (.68)  
     Period Ended October 31, 1995(c)      10.19     .63(b)      1.19          1.82         (.60)           --            (.60)  
       Class R:
     Period Ended October 31, 1996(f)      11.27     .51(b)      (.13)          .38         (.49)           --            (.49)  

   PRINCOR GOVERNMENT
   SECURITIES INCOME FUND, INC.

       Class A:
     Year Ended October 31,
       1996                                11.31     .70         (.05)          .65         (.70)           --            (.70)  
       1995                                10.28     .71         1.02          1.73         (.70)           --            (.70)  
       1994                                11.79     .69        (1.40)         (.71)        (.68)          (.12)          (.80)  
       1993                                11.44     .74          .55          1.29         (.74)          (.20)          (.94)  
       1992                                11.36     .81          .12           .93         (.81)          (.04)          (.85)  
       Class B:
     Year Ended October 31, 1996           11.29     .61         (.05)          .56         (.62)           --            (.62)  
     Period Ended October 31, 1995(c)      10.20     .56         1.07          1.63         (.54)           --            (.54)  
       Class R:
     Period Ended October 31, 1996(f)      11.27     .47         (.08)          .39         (.45)           --            (.45)  

   PRINCOR HIGH YIELD FUND, INC.

       Class A:
     Year Ended October 31,
       1996                                 8.06     .68          .23           .91         (.70)           --            (.70)  
       1995                                 7.83     .68          .20           .88         (.65)           --            (.65)  
       1994                                 8.36     .63         (.51)          .12         (.65)           --            (.65)  
       1993                                 8.15     .71          .21           .92         (.71)           --            (.71)  
       1992                                 7.86     .79          .29          1.08         (.79)           --            (.79)  
       Class B:
     Year Ended October 31, 1996            8.05     .61          .20           .81         (.63)           --            (.63)  
     Period Ended October 31, 1995(c)       7.64     .53          .38           .91         (.50)           --            (.50)  
       Class R:
     Period Ended October 31, 1996(f)       8.21     .46         (.03)          .43         (.44)           --            (.44)  

<FN>
   See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                 Ratios/Supplemental Data 


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


   PRINCOR BOND FUND, INC.

       Class A:
     Year Ended October 31,
<S>    <C>                               <C>         <C>           <C>            <C>              <C>           <C>     
       1996                              $11.17       4.74%        $113,437        .95%(b)         6.85%          3.4%   
       1995                               11.42      19.73%         106,962        .94%(b)         7.26%          5.1%   
       1994                               10.27      (6.01)%         88,801        .95%(b)         7.27%          8.9%   
       1993                               11.75      15.22%          85,015        .92%(b)         7.19%          9.3%   
       1992                               10.97      11.45%          62,534        .88%(b)         7.95%          8.4%   
       Class B:                                                                                                          
     Year Ended October 31, 1996          11.15       3.91%           7,976       1.69%(b)         6.14%          3.4%   
     Period Ended October 31, 1995(c)     11.41      17.98%(d)        2,708       1.59%(b)(e)      6.30%(e)       5.1%(e)
       Class R:                                                                                                          
     Period Ended October 31, 1996(f)     11.16       3.75%(d)          525       1.28%(b)(e)      6.51%(e)       3.4%(e)
                                                                                                                         
   PRINCOR GOVERNMENT                                                                                                    
   SECURITIES INCOME FUND, INC.                                                                                          
                                                                                                                         
       Class A:                                                                                                          
     Year Ended October 31,                                                                                              
       1996                               11.26       6.06%         259,029        .81%            6.31%         25.9%   
       1995                               11.31      17.46%         261,128        .87%            6.57%         10.1%   
       1994                               10.28      (6.26)%        249,438        .95%            6.35%         24.8%   
       1993                               11.79      11.80%         236,718        .93%            6.38%         52.6%   
       1992                               11.44       8.49%         161,565        .95%            7.04%         54.3%   
       Class B:                                                                                                          
     Year Ended October 31, 1996          11.23       5.17%          11,586       1.60%            5.53%         25.9%   
     Period Ended October 31, 1995(c)     11.29      16.07%(d)        4,699       1.53%(e)         5.68%(e)      10.1%(e)
       Class R:                                                                                                          
     Period Ended October 31, 1996(f)     11.21       3.76%(d)          481       1.18%(e)         5.84%(e)      25.9%(e)
                                                                                                                         
   PRINCOR HIGH YIELD FUND, INC.                                                                                         
                                                                                                                         
       Class A:                                                                                                          
     Year Ended October 31,                                                                                              
       1996                                8.27      11.88%          28,432       1.26%            8.49%         18.8%   
       1995                                8.06      11.73%          23,396       1.45%            8.71%         40.3%   
       1994                                7.83       1.45%          19,802       1.46%            7.82%         27.2%   
       1993                                8.36      11.66%          19,154       1.35%            8.57%         23.4%   
       1992                                8.15      14.35%          16,359       1.41%            9.69%         28.2%   
       Class B:                                                                                                          
     Year Ended October 31, 1996           8.22      10.46%           2,113       2.38%            7.39%         18.8%   
     Period Ended October 31, 1995(c)      8.05      12.20%(d)          633       2.10%(e)         7.78%(e)      40.3%(e)
       Class R:                                                                                                          
     Period Ended October 31, 1996(f)      8.20       5.60%(d)          124       1.59%(e)         7.84%(e)      18.8%(e)


<FN>
   See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS                                                                                                     

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

                                                     Income from Investment Operations                Less Distributions           

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


   PRINCOR LIMITED TERM
   BOND FUND, INC.

       Class A:
<S>                                      <C>         <C>         <C>          <C>         <C>            <C>             <C>       
     Period Ended October 31, 1996(g)    $ 9.90      $.38(b)     $(.04)       $ .34       $(.35)         $ --            $(.35)    
       Class B:
     Period Ended October 31, 1996(g)      9.90       .36(b)      (.05)         .31        (.32)           --             (.32)    
       Class R: 
     Period Ended October 31, 1996(f)      9.90       .36(b)      (.06)         .30        (.32)           --             (.32)    

   PRINCOR TAX-EXEMPT BOND
   FUND, INC.

       Class A:
     Year Ended October 31,
       1996                               11.98       .64          .07          .71        (.65)           --             (.65)    
       1995                               10.93       .65         1.05         1.70        (.65)           --             (.65)    
       1994                               12.62       .64        (1.54)        (.90)       (.63)          (.16)           (.79)    
       1993                               11.62       .66         1.11         1.77        (.66)          (.11)           (.77)    
       1992                               11.47       .68          .19          .87        (.69)          (.03)           (.72)    
       Class B:
     Year Ended October 31, 1996          11.96       .55          .06          .61        (.55)           --             (.55)    
     Period Ended October 31, 1995(c)     10.56       .50         1.38         1.88        (.48)           --             (.48)    


<FN>
See accompanying notes.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                                   Ratios/Supplemental Data                    
                                                                                                                               
                                                                                                                               
                                                                                                     Ratio of Net              
                                           Net Asset                                    Ratio of      Investment               
                                           Value at                  Net Assets at     Expenses to    Income to      Portfolio 
                                              End         Total      End of Period       Average       Average       Turnover  
                                           of Period    Return(a)    (in thousands)    Net Assets     Net Assets       Rate    



   PRINCOR LIMITED TERM                                                                                                        
   BOND FUND, INC.                                                                                                             
                                                                                                                               
       Class A:                                                                                                                
<S>                                        <C>         <C>             <C>            <C>              <C>           <C>       
     Period Ended October 31, 1996(g)      $ 9.89       3.62%(d)       $ 17,249        .89%(b)(e)      6.01%(e)      16.5%(e)  
       Class B:                                                                                                                
     Period Ended October 31, 1996(g)        9.89       3.32%(d)            112       1.15%(b)(e)      5.75%(e)      16.5%(e)  
       Class R:                                                                                                                
     Period Ended October 31, 1996(f)        9.88       3.24%(d)             83       1.40%(b)(e)      5.64%(e)      16.5%(e)  
                                                                                                                               
   PRINCOR TAX-EXEMPT BOND                                                                                                     
   FUND, INC.                                                                                                                  
                                                                                                                               
       Class A:                                                                                                                
     Year Ended October 31,                                                                                                    
       1996                                 12.04       6.08%           187,180        .78%            5.34%          9.8%     
       1995                                 11.98      16.03%           179,715        .83%            5.67%         17.6%     
       1994                                 10.93      (7.41)%          171,425        .91%            5.49%         20.6%     
       1993                                 12.62      15.70%           177,480        .89%            5.45%         20.3%     
       1992                                 11.62       7.76%           106,661        .99%            5.96%         22.9%     
       Class B:                                                                                                                
     Year Ended October 31, 1996            12.02       5.23%             5,794       1.52%            4.59%          9.8%     
     Period Ended October 31, 1995(c)       11.96      17.97%(d)          3,486       1.51%(e)         4.78%(e)      17.6%(e)  


<FN>
   See accompanying notes.
</FN>
</TABLE>
<PAGE>
Notes to Financial Highlights

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

(b)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  (see  Note  3  to  the  financial  statements)  for  the  periods
     indicated,  the  following  funds  would have had per share net  investment
     income and the ratios of expenses to average net assets as shown:

                                 Year,      Per Share   Ratio of Expenses
                                Except   Net Investment  to Average Net   Amount
                    Fund       as Noted      Income          Assets       Waived
 

        Princor Bond Fund, Inc.

             Class A             1996          $.76           .97%     $ 22,536
                                 1995           .77          1.02%       86,018
                                 1994           .77          1.09%      120,999
                                 1993           .79          1.07%      111,162
                                 1992           .82          1.11%      110,868

             Class B             1996           .67          1.79%        5,874
                                 1995(c)        .62          1.62%(e)       300

             Class R             1996(f)        .51          1.28%(e)         3

        Princor Limited Term
          Bond Fund, Inc.

             Class A             1996(g)        .37          1.16%(e)    22,716
 
             Class B             1996(g)        .34          1.94%(e)       259

             Class R             1996(f)        .35          1.79%(e)        60

(c)  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,  Princor
     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:

                                                      Per Share       Per Share
                                                   Net Investment    Unrealized
                   Fund                                Income          (Loss)
        Princor Bond Fund, Inc.                         $.01            $ -
        Princor Government Securities
          Income Fund, Inc.                              .01            (.02)

        Princor High Yield Fund, Inc.                    .01            (.03)
        Princor Tax-Exempt Bond Fund, Inc.                _             (.05)

(d)  Total return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible  purchasers,  through  October 31, 1996.  The Income Funds Class R
     shares  recognized no net investment income for the period from the initial
     purchase by Princor  Management  Corporation  of Class R shares on February
     27, 1996 through  February  28,  1996.  Certain of the Income Funds Class R
     shares incurred unrealized losses on investments during the initial interim
     period as follows.  This represents  Class R share  activities of each fund
     prior to the initial public offering of Class R shares:
 
                                                              Per Share
                     Fund                                 Unrealized (Loss)
         Princor Bond Fund, Inc.                               $(.03)
         Princor Government Securities
           Income Fund, Inc.                                    (.03)
         Princor Limited Term Bond Fund, Inc.                   (.02)

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

STATEMENTS OF ASSETS AND LIABILITIES


                                                             Princor Cash  
                                                              Management   
MONEY MARKET FUNDS                                            Fund, Inc.   






    Assets
    Investment in securities -- at value
       (approximates cost) (Note 1)...........                  $695,463,151 
    Cash................................                              34,190 
    Receivables:
       Dividends and interest ................                     1,146,527 
       Capital Stock sold.....................                     1,902,206 
    Other assets..............................                        19,872 

                                 Total Assets                    698,565,946 

    Liabilities
    Accrued expenses..........................                       437,315 
    Payables:
       Investment securities purchased........                     1,007,550 
       Capital Stock reacquired...............                         --    

                            Total Liabilities                      1,444,865 


    Net Assets Applicable to
    Outstanding Shares   .....................                  $697,121,081 



    Net Assets Consist of:
    Capital Stock.............................                $    6,971,211 
    Additional paid-in capital................                   690,149,870 


                             Total Net Assets                   $697,121,081 



    Capital Stock (par value: $.01 a share)
    Shares authorized.........................                 2,000,000,000 

    Net Asset Value Per Share:
    Class A: Net Assets.......................                  $694,962,013 
             Shares issued and outstanding....                   694,962,013 
             Net asset value per share........                        $1.000 



    Class B: Net Assets.......................                      $519,726 
             Shares issued and outstanding....                       519,726 
             Net asset value per share(a).....                        $1.000 


    Class R: Net Assets.......................                    $1,639,342 
             Shares issued and outstanding....                     1,639,342 
             Net asset value per share........                        $1.000 


                                                             Princor Tax-Exempt
                                                              Cash Management  
                                                                 Fund, Inc.    

    Assets                                           
    Investment in securities -- at value             
       (approximates cost) (Note 1)...........                   $98,015,003
    Cash................................                              24,318   
    Receivables:                                                     
       Dividends and interest ................                       502,427   
       Capital Stock sold.....................                        37,243   
    Other assets..............................                         3,024  
                                                                     
                                 Total Assets                     98,582,015  
                                                                     
    Liabilities                                                      
    Accrued expenses..........................                        71,208  
    Payables:                                                        
       Investment securities purchased........                        --      
       Capital Stock reacquired...............                         1,965
                                                                 
                            Total Liabilities                         73,173
                                                                 
                                                                 
    Net Assets Applicable to                                     
    Outstanding Shares   .....................                   $98,508,842
                                                                 
                                                                 
                                                                 
    Net Assets Consist of:                                       
    Capital Stock.............................                 $     985,088
    Additional paid-in capital................                    97,523,754
                                                                 
                                                                 
                             Total Net Assets                    $98,508,842
                                                                 
                                                                 
                                                                 
    Capital Stock (par value: $.01 a share)                      
    Shares authorized.........................                 1,000,000,000
                                                                 
    Net Asset Value Per Share:                                   
    Class A: Net Assets.......................                   $98,481,773
             Shares issued and outstanding....                    98,481,773
             Net asset value per share........                        $1.000
                                                                 
                                                                 
                                                                 
    Class B: Net Assets.......................                       $27,069
             Shares issued and outstanding....                        27,069
             Net asset value per share(a).....                        $1.000
                                                    
                                                    
    Class R: Net Assets.......................                          N/A    
             Shares issued and outstanding....                          N/A
             Net asset value per share........                          N/A
                                                           
(a)  Redemption  price per share is equal to net asset value less any applicable
     contingent deferred sales charge.
                                                           
See accompanying notes.
<PAGE>
Year Ended October 31, 1996

STATEMENTS OF OPERATIONS


                                             Princor Cash   Princor Tax-Exempt
                                              Management     Cash Management
MONEY MARKET FUNDS                            Fund, Inc.        Fund, Inc.






Net Investment Income

Interest Income.........................   $38,198,478        $3,840,280

Expenses:
   Management and investment
      advisory fees (Note 3)............     2,568,929           527,733
   Distribution and shareholder
      servicing fees (Notes 1 and 3)....         2,017               207
   Transfer and administrative
      services (Notes 1 and 3)..........     1,762,455           205,099
   Registration fees (Note 1)...........       176,121            64,160
   Custodian fees.......................        22,042            10,779
   Auditing and legal fees..............         8,700             7,357
   Directors' fees......................         8,706             8,706
   Other................................        45,687             9,232

                    Total Gross Expenses     4,594,657           833,273
   Less:  Management and investment
      advisory fees waived..............        13,242            76,266

                      Total Net Expenses     4,581,415           757,007


                 Net Investment Income     $33,617,063        $3,083,273

   See accompanying notes.
<PAGE>
Years Ended Ended October 31, Except as Noted

STATEMENTS OF CHANGES IN NET ASSETS



                                                          Princor Cash    
                                                           Management     
MONEY MARKET FUNDS                                         Fund, Inc.     




                                                     1996            1995       

Operations
Net investment income ..................    $   33,617,063    $   26,040,525    

Dividends to Shareholders from net
investment income:
   Class A..............................       (33,599,980)      (26,038,303)   
   Class B..............................           (10,263)           (2,222)(a)
   Class R(b) .................                     (6,820)         --          

                         Total Dividends       (33,617,063)      (26,040,525)   

Capital Share Transactions (Note 4)
Shares sold:
   Class A..............................     3,094,164,602     2,636,234,604    
   Class B..............................           913,414           281,031(a) 
   Class R(b) ..................                 1,820,278         --           

Shares issued in reinvestment of dividends:
   Class A..............................        33,369,259        25,316,128    
   Class B..............................             9,815             2,222(a) 
   Class R(b) .................                      6,800          --          

Shares redeemed:
   Class A..............................    (3,056,436,126)   (2,370,032,403)   
   Class B..............................          (611,240)          (75,516)(a)
   Class R(b) ..........................          (187,736)          --         

Net Increase (Decrease) in Net Assets
   from Capital Share Transactions              73,049,066       291,726,066    


               Total Increase (Decrease)        73,049,066       291,726,066    

    Net Assets
    Beginning of year.......................   624,072,015       332,345,949    

    End of year ............................  $697,121,081    $  624,072,015    


                                                     Princor Tax-Exempt
                                                      Cash Management
                                                         Fund, Inc.



                                                    1996              1995 
                                                                                
Operations                                                                      
Net investment income ..................     $   3,083,273    $    3,074,990   
                                                                               
Dividends to Shareholders from net                                             
investment income:                                                             
   Class A..............................        (3,082,691)      (3,074,485)   
   Class B..............................              (582)            (505)(a)
   Class R(b) .................                    N/A             N/A         
                                                                               
                         Total Dividends        (3,083,273)      (3,074,990)   
                                                                               
Capital Share Transactions (Note 4)                                            
Shares sold:                                                                   
   Class A..............................       396,446,652      391,567,743    
   Class B..............................            41,568           26,000(a) 
   Class R(b) ..................                   N/A             N/A         
                                                                               
Shares issued in reinvestment of dividends:                                    
   Class A..............................         3,032,398        2,992,959    
   Class B..............................               564               505(a)
   Class R(b) .................                    N/A             N/A         
                                                                               
Shares redeemed:                                                               
   Class A..............................      (400,884,456)    (374,409,156)   
   Class B..............................            (41,568)       --          
   Class R(b) ..........................            N/A            N/A         
                                                                               
Net Increase (Decrease) in Net Assets                                          
   from Capital Share Transactions               (1,404,842)     20,178,051    
                                                                               
                                                                               
               Total Increase (Decrease)         (1,404,842)      20,178,051   
                                                                               
    Net Assets                                                                 
    Beginning of year.......................     99,913,684      79,735,633    
                                                                               
    End of year ............................ $    98,508,842   $ 99,913,684    
                                                                       
(a)  Period from December 8, 1994 (date  operations  commenced)  through October
     31, 1995.  
(b)  Period from February 27, 1996 (date operations  commenced)  through October
     31, 1996.

See accompanying notes.
<PAGE>
NOTES TO FINANCIAL STATEMENTS


   Princor Cash Management Fund, Inc.
   Princor Tax-Exempt Cash Management Fund, Inc.

Note 1 -- Significant Accounting Policies

Princor Cash Management Fund, Inc. and Princor  Tax-Exempt Cash Management Fund,
Inc. (the "Money Market Funds") are registered under the Investment  Company Act
of 1940, as amended, as open-end diversified management investment companies and
operate in the mutual fund industry.

On December 8, 1994, the initial purchases of Class B shares of the Money Market
Funds  were made by  Princor  Management  Corporation  (see Note 3).  All shares
outstanding prior to the initial Class B share purchases have been classified as
Class A shares.  Effective  December 9, 1994,  the Money Market Funds also began
offering  Class B shares  to the  public.  Class B shares  are sold  without  an
initial sales charge, but bear a higher ongoing distribution fee and are subject
to a  declining  contingent  deferred  sales  charge  ("CDSC") of up to 4.00% on
certain  redemptions  redeemed  within  six  years of  purchase.  Class B shares
automatically  convert  into Class A shares,  based on relative  net asset value
(without a sales charge) after seven years.

On February  27,  1996,  the initial  purchase of Class R shares of Princor Cash
Management Fund, Inc. was made by Princor  Management  Corporation (see Note 3).
Effective  February 29, 1996,  Princor Cash Management Fund, Inc. began offering
Class R shares  to  eligible  purchasers.  Class R shares  are sold  without  an
initial  sales  charge  or  a  CDSC.  Class  R  shares  bear  a  higher  ongoing
distribution fee than Class A shares.  Class R shares  automatically  convert to
Class A shares, based on relative net asset value (without a sales charge) after
four years.

All classes of shares for each fund represent interests in the same portfolio of
investments,  and will vote  together as a single class  except where  otherwise
required by law or as determined by the Fund's  respective  Boards of Directors.
In addition,  the Board of Directors of each fund declare separate  dividends on
each class of shares.

The Money Market Funds allocate all income,  expenses (other than class-specific
expenses), and realized gains or losses daily to each class of shares based upon
the  relative  proportion  of the number of traded  shares  outstanding  of each
class.  Expenses  specifically  attributable  to a particular  class are charged
directly to such class. Class-specific expenses charged to each class during the
year ended October 31, 1996, which are included in the corresponding captions of
the Statement of Operations, were as follows:

                                               Distribution and          
                                           Shareholder Servicing Fees     

                                           Class A   Class B   Class R      

Princor Cash Management Fund, Inc.           N/A      $1,288     $729      
Princor Tax-Exempt Cash Management
Fund, Inc.                                   N/A         207      N/A      

                                                 Transfer and               
                                            Administrative Services       
                                                                     
                                           Class A   Class B   Class R      
                                                                     
Princor Cash Management Fund, Inc.         $537,868     $107      $5      
Princor Tax-Exempt Cash Management                                   
Fund, Inc.                                   36,072       11     N/A     
                                                                     
                                     
                                               Registration Fees         
                                                                 
                                           Class A   Class B   Class R      
                                                                  
Princor Cash Management Fund, Inc           $28,296   $7,111    $50      
Princor Tax-Exempt Cash Management                               
Fund, Inc.                                   32,956    7,154    N/A      
                                                                

The  Money  Market  Funds  value  their  securities  at  amortized  cost,  which
approximates  market.  Under the amortized cost method,  a security is valued by
applying a constant  yield to maturity of the  difference  between the principal
amount due at maturity and the cost of the security to the fund.

The Money  Market Funds record  investment  transactions  generally on the trade
date.  The identified  cost basis has been used in determining  the net realized
gain or loss from investment transactions. Dividends are taken into income on an
accrual basis as of the ex-dividend date and interest income is recognized on an
accrual basis.

The Money Market Funds declare all net investment  income and any realized gains
and losses from  investment  transactions  as dividends daily to shareholders of
record as of that day.


Dividends and  distributions to shareholders  from net investment income and net
realized gain from  investments are determined in accordance with federal income
tax regulations, which may differ from generally accepted accounting principles.
To the extent these  "book/tax"  differences  are permanent in nature (i.e. that
they result from other than timing of recognition -  "temporary"),  such amounts
are reclassified  within the capital  accounts based on their federal  tax-basis
treatment; temporary differences do not require reclassification.  There were no
reclassifications made for the years ended October 31, 1996 or 1995.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

The  Money  Market  Fund's  investments  are with  various  issuers  in  various
industries.   The   Schedules  of   Investments   contained   herein   summarize
concentration of credit risk by issuer and industry.

Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary because each fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to  distribute  each year  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes is  approximately  the same as that for
financial reporting purposes.

Note 3 -- Management Agreement and Transactions With Affiliates

The Money Market  Funds have agreed to pay  investment  advisory and  management
fees to  Princor  Management  Corporation  (wholly  owned by  Princor  Financial
Services  Corporation,  a subsidiary of Principal Mutual Life Insurance Company)
(the  "Manager")  computed at an annual  percentage  rate of each fund's average
daily net assets.  The annual rate used in this calculation for the Money market
Funds is as follows:

                                                       Net Asset Value of Funds
                                                             (in millions)

                                                 First      Next       Next    
              Fund                             $100,000   $100,000   $100,000  

Princor Cash Management Fund, Inc.                0.50%     0.45%       0.40%  
Princor Tax-Exempt Cash Management
     Fund, Inc.                                   0.50%     0.45%       0.40%  

              Fund                              Next        Over     
                                              $100,000   $400,000 
Princor Cash Management Fund, Inc.                               
Princor Tax-Exempt Cash Management              0.35%       0.30% 
     Fund, Inc.                                                  
                                                0.35%       0.30% 
                                                                 
The  Money   Market   Funds  also   reimburse   the  Manager  for  transfer  and
administrative  services,  including the cost of  accounting,  data  processing,
supplies and other services rendered.

The Manager has agreed to reimburse  the Money  Market Funds  annually for their
total expenses (excluding brokerage  commissions,  interest and taxes) in excess
of limits  prescribed  by any state in which the Money Market  Funds' shares are
offered  for sale  (currently  2 1/2% of the first $30  million  of each  fund's
average annual net assets,  2% of the next $70 million of such assets and 1 1/2%
of such assets in excess thereof).

Note 3 -- Management Agreement and Transactions With Affiliates (Continued)

The  Manager  voluntarily  waives  a  portion  of its fee for the  Princor  Cash
Management  Fund, Inc. and Princor  Tax-Exempt  Cash  Management  Fund, Inc. The
waivers are in amounts  that  maintain  total  operating  expenses for each fund
within certain  limits.  The limits are expressed as a percentage of average net
assets  attributable  to each class on an annualized  basis during the reporting
period. The amounts waived and the operating expense limits are as follows:

                                                           Amount
                                                           Waived

                                                 Year Ended       Year Ended    
                                              October 31, 1996  October 31, 1995

Princor Cash Management Fund, Inc.
  Class A(a)                                     $  7,102          $296,255     
  Class B(a)                                        6,140               104(b)  
  Class R                                           --(c)             --        
Princor Tax-Exempt Cash Management Fund, Inc.
  Class A(a)                                      $69,107          $138,574     
  Class B(a)                                        7,160                99(b)  

                                                  Expense     
                                                   Limit     
                                                         
                                                         
Princor Cash Management Fund, Inc.                 0.75%     
  Class A(a)                                       1.75%     
  Class B(a)                                       1.50%     
  Class R                                                
Princor Tax-Exempt Cash Management Fund, Inc.      0.75%     
  Class A(a)                                       1.75%     
  Class B(a)                                             
                                                
(a)  For the period  November 1, 1994 through  February  28,  1995,  the expense
     limits were .70% and 1.70% for Class A and Class B shares, respectively.
(b)  Period from  December  9, 1994,  date Class B shares  first  offered to the
     public,  through  October 31, 1995.  
(c)  Period from  February  29, 1996,  date Class R shares first  offered to the
     eligible purchasers through October 31, 1996.

The manager  intends to continue its  voluntary  waiver and, if  necessary,  pay
expenses normally payable by each of the Funds through February 28, 1998.

Princor  Financial  Services  Corporation,  as principal  underwriter,  receives
proceeds  of any CDSC on  certain  Class A and  Class B share  redemptions.  The
charge is based on declining  rates,  which for Class A shares begin at .75% and
for Class B shares at 4.00% of the  lessor of the  current  market  value or the
cost of shares being redeemed. The aggregate amount of these charges retained by
Princor Financial Services  Corporation for the year ended October 31, 1996, was
$1,013 for Princor Cash Management Fund, Inc., and $1,631 for Princor Tax-Exempt
Cash Management Fund, Inc.

No  brokerage  commissions  were paid by the Money  Market  Funds to  affiliated
broker dealers during the period.

Each of the Money Market Funds adopted a distribution plan with respect to Class
B shares that provides for distribution and shareholder  servicing fees computed
at an annual rate of up to 1.00% of the average daily net assets attributable to
Class B shares of each fund.  Effective  February 1996,  Princor Cash Management
Fund,  Inc.,  adopted a  distribution  plan with  respect to Class R shares that
provides for distribution  and shareholder  servicing fees computed at an annual
rate of up to .75% of the  average  daily  net  assets  attributable  to Class R
shares of the fund.  Distribution  and  shareholder  servicing  fees are paid to
Princor Financial Services  Corporation;  a portion of the fees are subsequently
remitted to retail dealers. Pursuant to the distribution agreements, fees unused
by the principal  underwriter  at the end of the fiscal year are returned to the
Money Market Funds. There are no distribution or shareholder servicing fees with
respect to Class A shares.

At October  31,1996,  Principal Mutual Life Insurance  Company,  subsidiaries of
Principal  Mutual Life Insurance  Company,  benefit plans sponsored on behalf of
Principal  Mutual Life Insurance  Company and several joint ventures (in each of
which a subsidiary of Principal Mutual Life Insurance  Company is a participant)
owned shares of the Money Market Funds as follows:

                                                 Class A     Class B   Class R

Princor Cash Management Fund, Inc.              5,838,846    28,036    25,730
Princor Tax-Exempt Cash Management  Fund, Inc.  1,000,054    27,052      N/A
 Note 4 -- Capital Share Transactions

Transactions in Capital Stock by fund were as follows:

                                                                                
                                                                Princor Cash    
                                                            Management Fund, Inc

  Year Ended October 31, 1996:
  Shares sold:
    Class A   .........................................         3,094,164,602   
    Class B    ........................................               913,414   
    Class R*  .........................................             1,820,278   
  Shares issued in reinvestment of dividends:
    Class A ...........................................            33,369,259   
    Class B ...........................................                 9,815   
    Class R*   ........................................                 6,800   
  Shares redeemed:
    Class A   .........................................        (3,056,436,126)  
    Class B   .........................................              (611,240)  
    Class R*   ........................................              (187,736)  

                                Net Increase (Decrease)            73,049,066   

  Year Ended October 31, 1995:
  Shares sold:
    Class A   .........................................         2,636,234,604   
    Class B**   .......................................               281,031   
  Shares issued in reinvestment of dividends:
    Class A ...........................................            25,316,128   
    Class B** .........................................                 2,222   
  Shares redeemed:
    Class A   .........................................        (2,370,032,403)  
    Class B**   .......................................               (75,516)  

                                           Net Increase           291,726,066   

                                                             Princor Tax-Exempt 
                                                               Cash Management  
                                                          .      Fund, Inc.     
                                                                                
  Year Ended October 31, 1996:                                                  
  Shares sold:                                                                  
    Class A   .........................................           396,446,652   
    Class B    ........................................                41,568   
    Class R*  .........................................              N/A        
  Shares issued in reinvestment of dividends:                                   
    Class A ...........................................             3,032,398   
    Class B ...........................................                   564   
    Class R*   ........................................              N/A        
  Shares redeemed:                                                              
    Class A   .........................................          (400,884,456)  
    Class B   .........................................              ( 41,568)  
    Class R*   ........................................              N/A        
                                                                                
                                                                                
                                Net Increase (Decrease)            (1,404,842)  
                                                     
  Year Ended October 31, 1995:                                                  
  Shares sold:                                                                  
    Class A   .........................................           391,567,743   
    Class B**   .......................................                26,000   
  Shares issued in reinvestment of dividends:                                   
    Class A ...........................................             2,992,959   
    Class B** .........................................                   505   
  Shares redeemed:                                                              
    Class A   .........................................          (374,409,156)  
    Class B**   .......................................               --        
                                                                                
                                           Net Increase            20,178,051   
                                                          
*    Period from February 27, 1996 (date operations  commenced)  through October
     31, 1996.
**   Period from December 8, 1994 (date  operations  commenced)  through October
     31, 1995.

Note 5 -- Line of Credit

The Money Market Funds have an unsecured line of credit with a bank which allows
each fund to borrow up to $500,000. Borrowings are made solely to facilitate the
handling of unusual and/or unanticipated short-term cash requirements.  Interest
is charged to each fund, based on its borrowings,  at a rate equal to the bank's
Fed Funds Unsecured Rate plus 100 basis points.  Additionally,  a commitment fee
is  charged at the annual  rate of .25% of the line of  credit.  At October  31,
1996,  the Money Market Funds had no  outstanding  borrowings  under the line of
credit.
<PAGE>
SCHEDULES OF INVESTMENTS

PRINCOR CASH MANAGEMENT FUND, INC.

                                        Principal
                                         Amount         Value

Commercial Paper (89.00%)

Advertising (1.13%)
   Omnicom Finance, Inc.;
     LOC ABN-ARMO Bank N.V.;
     5.27%; 11/15/96                  $2,900,000   $ 2,894,057
     5.27%; 11/19/96                   5,000,000     4,986,825

                                                     7,880,882
Asset Backed Securities (13.19%)
   Corporate Receivables Corp.;
     5.26%; 11/14/96                   7,500,000     7,485,754
     5.26%; 11/25/96                   4,450,000     4,434,395
     5.26%; 11/26/96                   5,450,000     5,430,092
     5.30%; 12/3/96                    2,500,000     2,488,222
     5.30%; 12/4/96                    3,300,000     3,283,968
     5.32%; 12/4/96                    6,000,000     5,970,740
     5.27%; 12/11/96                   5,000,000     4,970,722
   CXC Inc.;
     5.26%; 11/26/96                   5,500,000     5,479,910
     5.26%; 12/10/96                   2,925,000     2,908,332
     5.25%; 12/11/96                   5,000,000     4,970,833
     5.26%; 12/12/96                   7,250,000     7,206,569
     5.26%; 12/16/96                   2,500,000     2,483,563
     5.26%; 12/17/96                   5,000,000     4,966,394
   Retailer Funding Corp.;
     5.26%; 11/15/96                   6,000,000     5,987,727
     5.26%; 11/18/96                   7,993,000     7,973,146
     5.27%; 12/4/96                    6,500,000     6,468,600
     5.28%; 12/5/96                    5,500,000     5,472,573
     5.27%; 12/6/96                    4,000,000     3,979,506

                                                    91,961,046

Business Credit Institutions (1.11%)
   American Express Credit Corp.;
     5.30%; 11/19/96                   6,000,000     5,984,100
   General Electric Capital Corp.;
     5.75%; 11/1/96                    1,785,000     1,785,000

                                                     7,769,100
Combination Utility Servics (0.93%)
   South Carolina Fuel Co.;
      5.28%; 11/13/96                  6,500,000     6,488,560

Commercial Banks (0.43%)
   Norwest Corp.;
      5.42%; 11/4/96                   3,000,000     2,998,645

Computer & Office
Equipment (0.28%)
   Xerox Corp.;
     5.42%; 5/8/97                     2,000,000     1,943,391

Department Stores (3.76%)
   Sears Roebuck Acceptance Corp.;
     5.42%; 11/5/96                    7,000,000     6,995,785
     5.43%; 11/6/96                    9,350,000     9,342,949
     5.41%; 11/8/96                    4,000,000     3,995,792
     5.25%; 12/17/96                   1,000,000       993,291
     5.39%; 5/13/97               $    5,000,000$     4,855,518
                                                     26,183,335
Drugs (2.00%)
   American Home Products Corp.;
      5.26%; 11/20/96                  3,000,000     2,991,672
      5.26%; 11/26/96                  7,000,000     6,974,431
   Warner-Lambert Co.;
      4.76%; 11/12/96                  4,000,000     3,994,182

                                                    13,960,285
Electric Services (10.12%)
   AES Shady Point, Inc.;
     LOC Bank of Tokyo-
     Mitsubishi, Ltd.;
     5.47%; 1/7/97                     4,000,000     3,959,279
     5.42%; 1/10/97                    1,500,000     1,484,192
     5.45%; 1/10/97                      500,000       494,701
     5.42%; 1/13/97                    7,350,000     7,269,219
     5.40%; 1/14/97                    2,700,000     2,670,030
     5.40%; 1/28/97                    2,400,000     2,368,320
   CommEd Fuel Co., Inc.;
     LOC Canadian Imperial
     Bank of Commerce;
     5.40%; 11/19/96                   4,000,000     3,989,200
     5.36%; 11/21/96                   5,550,000     5,533,473
   CommEd Fuel Co., Inc. ;
     LOC Credit Suisse;
     5.32%; 11/12/96                   7,198,000     7,186,299
   Connecticut Yankee Atomic Power Co.;
     LOC Toronto Dominion Bank;
     5.30%; 11/4/96                    2,000,000     1,999,117
   Transmission Agency-Northern
     California; LOC Industrial
     Bank of Japan Ltd.;
     5.45%; 11/4/96                    8,000,000     7,996,367
     5.40%; 11/6/96                    1,049,000     1,048,213
     5.50%; 11/6/96                    4,000,000     3,996,944
     5.50%; 11/7/96                    5,049,000     5,044,372
     5.45%; 12/2/96                    4,000,000     3,981,228
     5.55%; 12/10/96                   5,071,000     5,040,511
     5.48%; 1/31/97                    6,594,000     6,502,659

                                                    70,564,124
Farm & Garden Machinery (0.71%)
   Caterpillar Financial Services Corp.;
     5.40%; 2/20/97                    5,000,000     4,916,750

Finance Services (3.46%)
   Mitsubishi  International  Corp.;
     5.34%; 11/5/96                    1,500,000     1,499,110
     5.42%; 11/8/96                    5,700,000     5,693,993
     5.33%; 11/12/96                   2,250,000     2,246,336
     5.47%; 12/3/96                    3,500,000     3,482,982
     5.37%; 12/5/96                    5,000,000     4,974,642
     5.53%; 12/13/96                   3,250,000     3,229,032
     5.35%; 3/3/97                     3,025,000     2,970,155

                                                    24,096,250
Fire, Marine, & Casualty Insurance (0.57%)
   General RE Corp.;
     5.25%; 12/24/96                   4,000,000     3,969,083

Horticultural Specialties (0.24%)
   Pioneer Hi-Bred International, Inc.;
     5.25%; 11/12/96                   1,665,000     1,662,329

Investment Offices (0.43%)
   Morgan Stanley Group Inc.;
     5.70%; 11/1/96                $   2,965,000  $  2,965,000

Life Insurance (1.76%)
   American General Corp.;
     5.25%; 12/6/96                    5,850,000     5,820,141
     5.25%; 12/11/96                   6,500,000     6,462,083

                                                    12,282,224
Miscellaneous Electrical Equipment &
Supplies (3.51%)
   General Electric Co.;
     5.25%; 11/21/96                   5,500,000     5,483,958
     5.25%; 11/22/96                   5,600,000     5,582,850
     5.25%; 11/27/96                   6,000,000     5,977,250
     5.25%; 12/31/96                   7,500,000     7,434,375

                                                    24,478,433
Miscellaneous Investing (3.84%)
   Delaware Funding Corp.;
     5.45%; 11/18/96                   2,900,000     2,892,536
     5.25%; 12/5/96                    5,000,000     4,975,208
     5.26%; 12/6/96                    7,000,000     6,964,203
     5.26%; 12/10/96                   3,000,000     2,982,905
     5.25%; 12/13/96                   7,000,000     6,957,125
   MLTC Funding, Inc.;
     LOC Citibank, N.A.;
     5.26%; 11/25/96                   2,000,000     1,992,987

                                                    26,764,964
Miscellaneous Manufacturers (1.29%)
   Dover Corp.;
     5.26%; 11/19/96                   3,000,000     2,992,110
     5.25%; 11/21/96                   2,000,000     1,994,167
     5.27%; 12/2/96                    4,000,000     3,981,848
                                                     8,968,125

Mortgage Bankers & Brokers (3.93%)
   Countrywide Home Loan, Inc.;
      5.48%; 11/1/96                   6,000,000     6,000,000
      5.33%; 11/5/96                   2,500,000     2,498,519
      5.30%; 11/18/96                  7,000,000     6,982,481
      5.35%; 11/20/96                  7,000,000     6,980,235
      5.27%; 12/2/96                   5,000,000     4,977,309

                                                    27,438,544
Motor Vehicles & Equipment (4.88%)
   Echlin Inc.;
     5.34%; 11/22/96                   5,000,000     4,984,425
     5.32%; 12/3/96                    1,500,000     1,492,907
     5.33%; 12/9/96                    2,000,000     1,988,748
     5.34%; 12/9/96                    4,000,000     3,977,453
     5.35%; 12/9/96                    3,000,000     2,983,059
     5.38%; 12/12/96                   6,250,000     6,211,705
     5.35%; 12/16/96                   6,000,000     5,959,875
     5.40%; 1/6/97                     1,781,000     1,763,368
     5.38%; 1/16/97                    4,700,000     4,646,618

                                                    34,008,158
Personal Credit Institutions (10.66%)
   Comoloco, Inc.;
     5.32%; 2/27/97                    6,000,000     5,895,373
     5.45%; 4/1/97                     5,000,000     4,885,701
     5.40%; 5/9/97                     6,000,000     5,829,900
     5.50%; 5/23/97                    2,500,000     2,422,465
     5.38%; 7/24/97                    7,500,000     7,202,979
   Ford Motor Credit Co.;
     5.35%; 11/15/96                $  3,500,000$     3,492,718
   General Motors Acceptance Corp.;
     5.30%; 12/10/96                   1,300,000     1,292,536
     5.35%; 12/20/96                   2,000,000     1,985,436
     5.37%; 12/27/96                   5,500,000     5,454,057
     5.35%; 1/14/97                    3,300,000     3,263,709
     5.35%; 1/17/97                    2,150,000     2,125,398
     5.35%; 1/17/97                    1,900,000     1,878,258
     5.45%; 1/24/97                    4,500,000     4,442,775
     5.60%; 3/3/97                     3,700,000     3,629,782
     5.67%; 3/7/97                     5,300,000     5,194,822
     5.70%; 3/10/97                    2,000,000     1,959,150
     5.68%; 3/14/97                    2,500,000     2,447,539
   Household Finance Corp.;
     5.30%; 11/18/96                   5,925,000     5,910,171
     5.34%; 11/25/96                   5,000,000     4,982,200

                                                     74,294,969
Real Estate Operators & Lessors (3.85%)
   Towson Town Center, Inc.;
     LOC Bank of Tokyo-Mitsubishi, Ltd.;
     5.30%; 11/1/96                    2,400,000     2,400,000
     5.32%; 11/7/96                    4,000,000     3,996,453
     5.32%; 11/8/96                    7,000,000     6,992,759
     5.45%; 11/13/96                   1,575,000     1,572,139
     5.26%; 11/20/96                   4,500,000     4,487,412
     5.32%; 12/2/96                    7,500,000     7,465,642

                                                    26,914,405
Security Brokers & Dealers (9.30%)
   Bear Stearns Cos., Inc.;
     5.28%; 11/7/96                    6,000,000     5,994,720
     5.35%; 11/13/96                   2,000,000     1,996,433
     5.26%; 11/15/96                   5,000,000     4,989,772
     5.33%; 11/20/96                   5,000,000     4,985,935
     5.26%; 12/9/96                    4,000,000     3,977,791
   Goldman Sachs Group L.P.;
     5.28%; 11/14/96                   5,000,000     4,990,467
     5.28%; 11/22/96                   2,000,000     1,993,840
     5.26%; 11/27/96                   2,500,000     2,490,503
   Merrill Lynch & Co, Inc.;
     5.31%; 11/1/96                    5,000,000     5,000,000
     5.35%; 11/13/96                   4,500,000     4,491,975
     5.26%; 11/14/96                   7,000,000     6,986,704
     5.25%; 11/27/96                   7,000,000     6,973,458
     5.26%; 12/3/96                    5,525,000     5,499,168
     5.26%; 12/3/96                    1,000,000       995,324
     5.33%; 1/6/97                     3,500,000     3,465,799
                                                    64,831,889
Subdividers & Developers (3.34%)
   Hartz 667 Commercial Paper Corp.;
     LOC Bank of Tokyo-Mitsubishi, Ltd.;
     5.32%; 11/8/96                    9,050,000     9,040,638
     5.30%; 11/25/96                  11,311,000    11,271,034
     5.40%; 2/3/97                     3,000,000     2,957,700

                                                    23,269,372
Telephone Communication (0.72%)
   Ameritech Corp.;
     5.40%; 11/6/96                    5,000,000     4,996,250

Tires & Inner Tubes  (3.56%)
   Bridgestone/Firestone, Inc.;
     LOC DAI-ICHI Kangyo Bank Ltd.;
     5.32%; 11/6/96                $   1,000,000$      999,261
     5.33%; 11/6/96                    1,575,000     1,573,834
     5.33%; 11/12/96                   5,700,000     5,690,717
     5.33%; 11/12/96                   5,000,000     4,991,857
     5.32%; 11/14/96                   1,000,000       998,079
     5.33%; 11/21/96                   4,400,000     4,386,971
     5.41%; 11/22/96                   2,000,000     1,993,688
     5.30%; 11/27/96                   2,000,000     1,992,345
   Bridgestone/Firestone, Inc.;
     LOC Sumitomo Bank Ltd.;
     5.32%; 11/12/96                   1,200,000     1,198,049
     5.32%; 11/15/96                   1,000,000       997,931

                                                    24,822,732

                 Total Commercial Paper            620,428,845

Bank Notes (4.87%)

Commercial Banks (4.87%)
   Lasalle National Bank;
     5.56%; 3/6/97                     3,000,000     3,000,000
     5.47%; 3/15/97                    2,500,000     2,500,000
     5.60%; 4/3/97                     3,500,000     3,500,000
     5.77%; 4/25/97                    1,450,000     1,450,000
     5.75%; 4/28/97                    2,000,000     2,000,000
     5.72%; 4/30/97                    1,000,000     1,000,000
     5.99%; 6/25/97                    1,500,000     1,500,000
     6.04%; 7/24/97                    4,000,000     4,000,000
     6.20%; 8/21/97                    5,000,000     5,000,000
     5.85%; 9/18/97                    5,000,000     5,000,000
     5.74%; 9/22/97                    5,000,000     5,000,000


                 Total Bank Notes                   33,950,000


Bonds (4.64%)

Business Credit Institutions (1.49%)
   CIT Group Holdings, Inc. Notes;
     8.75%; 7/1/97                     1,360,000     1,386,176
   John Deere Capital Corp.;
     Medium Term Notes, Series C;
     5.95%; 6/30/97                    9,000,000     8,993,262

                                                    10,379,438
Personal Credit Institutions (3.15%)
   Associates Corp. of North America
     Senior Notes;
     6.88%; 1/15/97                    5,575,000     5,585,967
     8.63%; 6/15/97                    4,000,000     4,066,340
     6.75%; 7/15/97                    6,240,000     6,279,790
     5.88%; 8/15/97                    1,000,000       997,236
     7.75%; 11/1/97                    1,000,000     1,017,836
   Household Finance Corp.;
     7.50%; 3/15/97                    2,000,000     2,011,895
   Norwest Financial Inc.;
     6.50%; 5/15/97                $   2,000,000$    2,007,770

                                                    21,966,834

                 Total Bonds                        32,346,272


U.S. Government Treasury Bills (1.25%)

Treasury Bills (1.25%)
   U.S. Government Treasury Bills;
     5.34%; 5/1/97                     4,000,000     3,892,607
     5.33%; 5/29/97                    5,000,000     4,845,427

                 Total U.S. Government Treasury Bills8,738,034


            Total Portfolio Investments (99.76%)   695,463,151

Cash, receivables and other assets, net of
   liabilities (0.24%)                               1,657,930


                      Total Net Assets (100.00%)   $697,121,081


PRINCOR TAX-EXEMPT CASH MANAGEMENT
FUND, INC.

                                        Principal
                                         Amount         Value


Short-Term Tax-Exempt Bonds (99.50%)

Alabama (0.30%)
   City of  Stevenson, Alabama, IDB
     Improvement Rev. Bonds, The Mead
     Corp., Series 1986; LOC Credit Suisse;
     3.65%; 11/1/96*; 11/1/16         $  300,000   $   300,000

Alaska (4.96%)
   Alaska Industrial Dev. & Export Authority,
     IDB Current Ref. Bonds, Series
     1988A; LOC Security Pacific
     Bank Washington;
     Lot #2; 3.65%; 11/6/96*; 7/1/97      40,000        40,000
     Lot #3; 3.65%; 11/6/96*; 7/1/97     365,000       365,000
     Lot #5; 3.65%; 11/6/96*; 7/1/98   1,455,000     1,455,000
     Lot #6; 3.65%; 11/6/96*; 7/1/01   1,445,000     1,445,000
     Lot #7; 3.65%; 11/6/96*; 7/1/01     150,000       150,000
     Lot #8; 3.65%; 11/6/96*; 7/1/05     175,000       175,000
     Lot #9; 3.65%; 11/6/96*; 7/1/05     235,000       235,000
     Lot #12; 3.65%; 11/6/96*; 7/1/12  1,020,000     1,020,000

                                                     4,885,000
Arizona (1.32%)
   Chandler County, Arizona, IDA, F/R
     Monthly IDR, Parsons Municipal
     Services, Series 1983; LOC
     National Westminster;
     3.65%; 11/15/96*; 12/15/09        1,300,000     1,300,000

California (2.04%)
   County of  Los Angeles, California,
     Tax & Rev. Anticipation Notes
      4.50%; 6/30/97               $   2,000,000$    2,008,263

Colorado (2.54%)
   Adams County, Colorado, IDR Bonds,
     City View Park Project, Series
     1985; LOC Barclays Bank;
      3.60%; 11/6/96*; 12/1/15           300,000       300,000
   Arapahoe County, Colorado, F/R
      Monthly IDR, Beckett
     Aviation, Inc., Series 1983;
     LOC Barclays Bank;
     3.68%; 11/15/96*; 5/15/13           600,000       600,000
   City of Thornton, Colorado, F/R
     Monthly IDR, Service Merchandise
     Co., Inc., Series 1984; LOC CIBC;
     3.65%; 11/15/96*; 12/15/99          100,000       100,000
   South Denver Metropolis District,
     City & County of Denver, Colorado,
     General Obligation Bonds, Series 1985;
     LOC Barclays Bank;
     3.65%; 11/29/96**; 12/1/05        1,500,000     1,500,000

                                                     2,500,000
Florida (4.36%)
   Florida Housing Finance Agency,
     F/R Monthly MF Rev's., Water
     Apt. Project,  Series 1984A;
     LOC Wells Fargo;
     3.85%; 11/1/96*; 4/1/07           1,700,000     1,700,000
   Florida Housing Finance Agency,
     F/R Monthly MF Rev's., Webb
     Road 1 Apt. Project, Series 1984;
     LOC Wells  Fargo;
     3.85%; 11/1/96*; 4/1/07           1,000,000     1,000,000
   Florida Housing Finance Agency,
     F/R Monthly MF Rev's., Webb
     Road 2 Apt. Project, Series
     1984C; LOC Wells  Fargo;
     3.85%; 11/1/96*; 4/1/07           1,600,000     1,600,000

                                                     4,300,000
Georgia (3.86%)
   Burke County, Georgia, Dev. Authority, Adj.
     Tender Pollution Control Rev. Bonds,
     Ogelthorpe Power Corp., Vogtle Project,
     Series 1992A; LOC Credit Suisse;
     3.60%; 11/6/96**; 1/1/25            300,000       300,000
     3.45%; 11/14/96**; 1/1/25           500,000       500,000
     3.45%; 11/18/96**; 1/1/25           500,000       500,000
     3.55%; 1/16/97**; 1/1/25            400,000       400,000
     3.50%; 1/23/97**; 1/1/25            800,000       800,000
     3.50%; 2/4/97**; 1/1/25             500,000       500,000
     3.55%; 2/6/97**; 1/1/25             300,000       300,000
     3.50%; 2/13/97**; 1/1/25            500,000       500,000

                                                     3,800,000
Idaho (2.04%)
   State of Idaho Tax Anticipation
     Notes, Series 1996;
     4.50%; 6/30/97;                   2,000,000     2,007,622

Illinois (8.32%)
   Chicago, Illinois, Cook County CSX Beckett
     Aviation, Inc., F/R Monthly Airport
     Rev. Bonds; LOC Barclays Bank;
     3.68%; 11/15/96*; 12/15/14    $   1,000,000    $1,000,000
   City of Burbank, Illinois, F/R Monthly IDR,
     Service Merchandise Co., Inc., Series
     1984; LOC CIBC;
     3.65%; 11/15/96*; 9/15/24         2,100,000     2,100,000
   City of Galesburg, Illinois, Knox College
     Project, Series 1996; LOC LaSalle
     National Bank;
     3.65%; 11/7/96*; 3/1/31           3,700,000     3,700,000
   City of  Naperville, Illinois, Economic Dev.
     Rev. Bonds, Service Merchandise Co.,
     Inc.; LOC CIBC;
     3.65%; 11/15/96*; 11/30/24        1,400,000     1,400,000

                                                     8,200,000
Indiana (4.26%)
   Allen County, Indiana, Econ. Dev. Rev. Bonds
     Golden Years Homestead, Series 1996;
     LOC Norwest Bank Minnesota, N.A.;
     3.65%; 11/7/96*; 8/1/21           2,000,000     2,000,000
   Carmel Clay Schools Tax
     Anticipation Warrants of 1996;
     3.75%; 12/31/96                   2,200,000     2,200,698

                                                     4,200,698
Iowa (2.64%)
   City of Storm Lake, Iowa, Private College
     Rev. Bonds, Buena Vista College,
     Series 1993; LOC Norwest Bank
     Minnesota, N. A.;
     3.70%; 11/7/96*; 12/1/03            400,000       400,000
   Iowa Higher Education Loan Authority Fac.,
     Rev. Bonds; Series 1995;
     LOC Norwest Bank Minnesota, N.A.;
      3.70%; 11/7/96*; 2/1/05          2,200,000     2,200,000

                                                     2,600,000
Louisiana (12.65%)
   Jefferson Parish, Louisiana, Hospital Rev.
     Bonds, Jefferson Parish Hospital
     Service, District #2, Customized
     Purchase Program, Series 1985;
     Insured by FGIC;
     3.55%; 11/6/96*; 12/1/15          3,300,000     3,300,000
   Jefferson Parish, Louisiana, IDB Rev. Ref.
     Bonds, George J. Achel, Sr. Project,
     Series 1986; LOC Barclays Bank;
     3.60%; 11/6/96*; 12/1/04          1,400,000     1,400,000
   Louisiana Public Fac. Authority, CP
     Program Hospital Equip. Rev.
     Bonds, Series 1985A, Pooled Project;
     LOC Sumitomo Bank;
     3.90%; 11/6/96*; 12/1/15          5,365,000     5,365,000
   Parish of DeSoto, Louisiana, Adj. Tender
     Pollution Control Rev. Ref. Bonds,
     Series 1991A; LOC Swiss Bank Corp.;
     3.40%; 11/6/96*; 7/1/18           2,400,000     2,400,000

                                                    12,465,000
Maine (1.53%)
   State of Maine General Obligation Tax
     Anticipation Notes;
     4.50%; 6/27/97                $   1,500,000$    1,505,881

Maryland (0.81%)
   Montgomery County, Maryland, F/R
     Monthly IDA, Information Systems &
     Networks; LOC PNC Bank;
     3.55%; 11/1/96*; 4/1/14             800,000       800,000

Massachusetts (3.25%)
   Commonwealth of Massachusetts,
     Dedicated Income Tax Bonds, Series B;
     LOC National Westminster;
     3.60%; 11/1/96*; 12/1/97          3,100,000     3,100,000
   Commonwealth of Massachusetts,
     Dedicated Income Tax Bonds, Series E;
     LOC ABN-AMRO Bank;
     3.60%; 11/1/96*; 12/1/97            100,000       100,000

                                                     3,200,000
Michigan (0.35%)
   Township of Cornell, Michigan, The
     Economic Dev. Corp.,
     Environmental Improvement Rev.
     Ref. Bonds, Series 1986, Mead
     Escanaba Paper Co. Project;
      LOC Suisse Bank;
     3.60%; 11/1/96*; 11/1/16            350,000       350,000

Minnesota (11.01%)
   City of Coon Rapids, Minnesota
     Rev. Bonds for Health Central
     System, Series 1985; LOC Norwest
     Bank Minnesota, N.A.;
     3.60%; 11/6/96*; 8/1/15           1,800,000     1,800,000
   City of Rochester, Minnesota, Health Care
     Fac. Rev. Bonds, Mayo Foundation/
     Mayo Medical Center, Adj. Tender,
     Series 1992C;
     3.50%; 11/4/96**; 11/15/21          350,000       350,000
     3.60%; 11/12/96**; 11/15/21         500,000       500,000
     3.40%; 12/12/96**; 11/15/21         400,000       400,000
     3.65%; 1/22/97**; 11/15/21          500,000       500,000
     3.50%; 1/27/97**; 11/15/21          500,000       500,000
     3.65%; 2/3/97**; 11/15/21           400,000       400,000
     3.55%; 2/10/97**; 11/15/21          500,000       500,000
     3.50%; 2/11/97**; 11/15/21          500,000       500,000
     3.60%; 2/12/97**; 11/15/21          400,000       400,000
   University of Minnesota Regents Variable
Rate Demand Bonds;
Series 1985F; 3.75%; 2/1/97**; 10/1/01 2,500,000     2,500,000
Series 1985G; 3.75%; 2/1/97**; 10/1/07 2,500,000     2,500,000

                                                    10,850,000
Mississippi (0.30%)
   Jackson County, Mississippi,
     Pollution Control Ref. Rev. Bonds
     Series 1993; Guaranteed by
     Chevron Corp.;
     3.55%; 11/1/96*; 6/1/23      $      300,000$      300,000

Missouri (2.04%)
   Health & Education Fac. Authority
     of Missouri School Dist. Program Notes,
     Series 1996A;
     4.50%; 9/8/97                     2,000,000     2,009,687

Montana (4.97%)
   City of Forsyth, Montana, Portland General
Electric Co.; LOC Swiss Bank Corp.;
Series B; 3.50%; 11/6/96*; 6/1/13      2,400,000     2,400,000
Series D; 3.55%; 11/6/96*; 6/1/13      1,500,000     1,500,000
Series 1984; 3.55%; 11/6/96*; 8/1/14   1,000,000     1,000,000

                                                     4,900,000
Nebraska (0.51%)
   Lincoln Electric System
     Commercial Paper Notes;
     3.50%; 12/6/96                      500,000       500,000

New Hampshire (1.83%)
   New Hampshire IDA, F/R Monthly 1983
     Hudson, Oerlikon-Buhrle USA/Balzers;
     LOC Union Bank of Switzerland;
     3.75%; 11/1/96*; 7/1/13           1,800,000     1,800,000

New York (5.08%)
   New York State Energy Research & Dev.
     Authority Pollution Control Rev. Bonds,
     Long Island Lighting Co.; Series 1985B;
     LOC Deutsche Bank;
     3.25%; 3/1/97**; 3/1/16           4,000,000     4,000,000
   New York State Energy Research &
     Dev. Authority, Series 1985 D,
     For New York State Electric & Gas Corp.;
     LOC Union Bank of Switzerland;
     3.65%; 12/2/96**; 12/1/15         1,000,000     1,000,000

                                                     5,000,000
North Carolina (3.05%)
   North Carolina Eastern Municipal Power
     Agency, Series 1988B; LOC Morgan
     Guaranty Trust Co.; LOC Union
     Bank of Switzerland;
     3.70%; 1/24/97**; 1/1/26            500,000       500,000
   University of  North Carolina
     Foundation, Inc., Series 1989;
     LOC Credit Suisse;
     3.50%; 11/6/96*; 10/1/09          2,500,000     2,500,000

                                                     3,000,000
Ohio (1.02%)
   Village of Evendale, Ohio, SHV Real Estate
     Income Project; LOC ABN-AMRO;
     3.60%; 11/6/96*; 9/1/15           1,000,000     1,000,000

Pennsylvania (7.83%)
   Bucks County, Pennsylvania, IDA SHV
     Real Estate, Inc. Project, Series 1985;
     LOC ABN-AMRO Bank;
     3.60%; 11/6/96*; 7/1/15       $   2,300,000$     2,300,000
   Chester, Pennsylvania, IDA, F/R Monthly
     IDR, Keystone Foods  Corp.;
     LOC Bank of Scotland;
     3.95%; 11/15/96*; 10/15/99          800,000       800,000
   Commonwealth of Pennsylvania
     Tax Anticipation Notes, First Series
     of 1994-1995;
     4.50%; 6/30/97                    2,500,000      2,512,852
   Delaware County, Pennsylvania, Fac. Rev.
     Tax & Rev. Anticipation Notes,
     Series 1985; Guaranteed by
     United Parcel Service;
     3.60%; 11/1/96*; 12/1/15           2,100,000    2,100,000

                                                     7,712,852
Tennessee (0.51%)
   Knox, Tennessee, IDB F/R Monthly IDR
     1983, Service Merchandise Co., Inc.;
      LOC CIBC;
     3.65%; 11/15/96*; 12/15/08          500,000       500,000

Texas (3.07%)
   Cedar Hill, Texas, Industrial Dev. Corp.
     F/R Monthly IDR 1985, Minyard
     Properties Project; LOC Citibank;
     3.75%; 11/1/96*; 5/1/02             300,000       300,000
   Coppell, Texas, Industrial Dev.
     Corp., IDA 1984, Minyard
     Properties Project; LOC Citibank;
     3.75%; 11/1/96*; 12/1/01          1,170,000     1,170,000
   Montgomery County, Texas, Industrial
      Dev. Corp. Ref. Bonds,
      Series 1986A; Dal-Tile Corp.
      Project; LOC Credit Suisse;
      3.60%; 11/6/96*; 12/1/03           150,000       150,000
   Port Arthur Navigation Dist. Industrial
     Dev. Corp. Adj. Tender Pollution
     Control Rev. Bonds, American
     Petrofina Co. of  Texas Project, Series
     1985; LOC Sumitomo Bank;
     3.65%; 11/1/96*; 5/1/03           1,400,000     1,400,000

                                                     3,020,000
West Virginia (1.83%)
   Putnam County, West Virginia, F/R Monthly IDR 1981, FMC Corp.
     Project; LOC UBS;
     3.75%; 11/1/96*; 10/1/11          1,800,000     1,800,000

Wyoming (1.22%)
   Lincoln County, Wyoming, Pollution
     Control Ref. Bonds, Pacificorp
     Project, Series 1991; LOC
     Union Bank of Switzerland;
     3.50%; 11/7/96**; 1/1/16            500,000       500,000
   Uinta County, Wyoming, Pollution Control
     Ref. Rev. Bonds; Series 1992;
     Guaranteed by Chevron Corp.;
     3.55%; 11/1/96*; 12/1/22            700,000       700,000

                                                     1,200,000

            Total Portfolio Investments (99.50%)    98,015,003

Cash, receivables and other assets
   net of liabilities (0.50%)                          493,839

                      Total Net Assets (100.00%)   $98,508,842

*  Demand Date
** Put Date
<PAGE>
FINANCIAL HIGHLIGHTS

Selected data for a share of Capital Stock outstanding throughout each period:
<TABLE>
<CAPTION>

                                                  Income from Investment Operations          Less Distributions
                                                 ----------------------------------  ------------------------------------       
                                                          Net Realized
                                                               and                                                                  
                                       Net Asset    Net    Unrealized     Total     Dividends                              Net Asset
                                       Value at   Invest-     Gain        from      from Net   Distributions               Value at 
                                       Beginning   ment     (Loss) on   Investment Investment      from          Total        End   
                                       of Period  Income(a) Investments Operations    Income  Capital Gains Distributions of Period 
  
   PRINCOR CASH MANAGEMENT FUND, INC.

       Class A:
     Year Ended October 31,
<S>                                      <C>       <C>          <C>      <C>       <C>           <C>            <C>         <C>
       1996                              $1.000    $.049        --       $.049     $(.049)          --          $(.049)     $1.000  
       1995                               1.000     .052        --        .052      (.052)          --           (.052)      1.000  
       1994                               1.000     .033        --        .033      (.033)          --           (.033)      1.000  
       1993                               1.000     .026        --        .026      (.026)          --           (.026)      1.000  
       1992                               1.000     .036        --        .036      (.036)          --           (.036)      1.000  

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

       Class R:
     Period Ended October 31, 1996(f)     1.000     .030        --        .030      (.030)          --           (.030)      1.000  

   PRINCOR TAX-EXEMPT CASH MANAGEMENT FUND, INC.

       Class A:
     Year Ended October 31,
       1996                               1.000     .029        --        .029      (.029)          --           (.029)      1.000  
       1995                               1.000     .032        --        .032      (.032)          --           (.032)      1.000  
       1994                               1.000     .021        --        .021      (.021)          --           (.021)      1.000  
       1993                               1.000     .020        --        .020      (.020)          --           (.020)      1.000  
       1992                               1.000     .028        --        .028      (.028)          --           (.028)      1.000  

       Class B:
     Year Ended October 31, 1996          1.000     .021        --        .021      (.021)          --           (.021)      1.000  
     Period Ended October 31, 1995(c)     1.000     .021        --        .021      (.021)          --           (.021)      1.000  
</TABLE>
<TABLE>

                                                        _____________Ratios/Supplemental Data____________ 
                                                                                                                      
                                                                                        Ratio of Net           
                                                                           Ratio of      Investment            
                                                          Net Assets at   Expenses to    Income to     Portfolio 
                                                Total    End of Period      Average       Average      Turnover  
                                               Return(b) (in thousands)   Net Assets(a)  Net Assets      Rate     
                                                                                                                     
   PRINCOR CASH MANAGEMENT FUND, INC.                                                                                 
                                                                                                                      
       Class A:                                                                                                       
     Year Ended October 31,                                                                                           
<S>                                             <C>      <C>               <C>              <C>          <C>       
       1996                                     5.00%    $694,962           .66%            4.88%        N/A    
       1995                                     5.36%     623,864           .72%            5.24%        N/A    
       1994                                     3.40%     332,346           .70%            3.27%        N/A    
       1993                                     2.67%     284,739           .67%            2.63%        N/A    
       1992                                     3.71%     247,189           .65%            3.66%        N/A    
                                                                                                                      
       Class B:                                                                                                       
     Year Ended October 31, 1996                4.13%         520          1.50%            4.08%        N/A    
     Period Ended October 31, 1995(c)           4.19%(d)      208          1.42%(e)         4.50%(e)     N/A    
                                                                                                                      
       Class R:                                                                                                       
     Period Ended October 31, 1996(f)           2.97%(d)    1,639           .99%(e)         4.41%(e)     N/A    
                                                                                                                      
   PRINCOR TAX-EXEMPT CASH MANAGEMENT FUND, INC.
                                                                                                                      
       Class A:                                                                                                       
     Year Ended October 31,                                                                                           
       1996                                     2.92%      98,482           .71%            2.87%        N/A    
       1995                                     3.24%      99,887           .69%            3.19%        N/A    
       1994                                     2.11%      79,736           .67%            2.08%        N/A    
       1993                                     1.99%      79,223           .66%            1.96%        N/A    
       1992                                     2.86%      69,224           .65%            2.84%        N/A    
                                                                                                                      
       Class B:                                                                                                       
     Year Ended October 31, 1996                2.13%          27          1.47%            2.11%        N/A    
     Period Ended October 31, 1995(c)           2.19%(d)       27          1.42%(e)         2.40%(e)     N/A    
                    
<FN>
   See accompanying notes.

Notes to Financial Highlights

(a)  Without  the  Manager's  voluntary  waiver of a portion  of  certain of its
     expenses  (see  Note  3  to  the  financial  statements)  for  the  periods
     indicated,  the Money Market Funds would have had per share net  investment
     income (loss) and the ratios of expenses to average net assets as shown:

                                       Per Share      Ratio of
                             Year,        Net         Expenses
                            Except    Investment     to Average    Amount
         Fund              as Noted   Income (Loss)  Net Assets    Waived

Princor Cash Management
  Fund, Inc.
     Class A                1996        $ .049         .67%    $  7,102
                            1995          .052         .78%     296,255
                            1994          .031         .90%     595,343
                            1993          .025         .84%     468,387
                            1992          .035         .80%     385,328

     Class B                1996          .029        3.94%       6,140
                            1995(c)       .041        1.63%(e)      104

Princor Tax-Exempt Cash
  Management Fund, Inc.
     Class A                1996          .028         .77%      69,107
                            1995          .031         .84%     138,574
                            1994          .019         .85%     150,515
                            1993          .018         .83%     131,442
                            1992          .026         .82%     134,497

     Class B                1996         (.243)       27.43%      7,160
                            1995(c)       .018        1.89%(e)       99


(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.

(d)  Total return amounts have not been annualized.

(e)  Computed on an annualized basis.

(f)  Period  from  February  29,  1996,  date  Class R shares  first  offered to
     eligible purchasers through October 31, 1996.
</FN>
</TABLE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS


The Boards of Directors and Shareholders
Princor Balanced Fund, Inc.
Princor Blue Chip Fund, Inc.
Princor Capital Accumulation Fund, Inc.
Princor Emerging Growth Fund, Inc.
Princor Growth Fund, Inc.
Princor Utilities Fund, Inc.
Princor World Fund, Inc.
Princor Bond Fund, Inc.
Princor Government Securities Income Fund, Inc.
Princor High Yield Fund, Inc.
Princor Limited Term Bond Fund, Inc.
Princor Tax-Exempt Bond Fund, Inc.
Princor Cash Management Fund, Inc.
Princor Tax-Exempt Cash Management Fund, Inc.

We have audited the  accompanying  statements of assets and  liabilities  of The
Princor Growth Funds  [comprising,  respectively,  Princor  Balanced Fund, Inc.,
Princor Blue Chip Fund, Inc.,  Princor Capital  Accumulation Fund, Inc., Princor
Emerging Growth Fund, Inc.,  Princor Growth Fund, Inc.,  Princor Utilities Fund,
Inc.,  and Princor  World Fund,  Inc.],  The Princor  Income Funds  (comprising,
respectively,  Princor Bond Fund, Inc.,  Princor  Government  Securities  Income
Fund, Inc.,  Princor High Yield Fund, Inc., Princor Limited Term Bond Fund, Inc.
, and Princor  Tax-Exempt  Bond Fund,  Inc.) and The Princor  Money Market Funds
(comprising,  respectively,  Princor  Cash  Management  Fund,  Inc.  and Princor
Tax-Exempt Cash Management Fund, Inc.),  including the schedules of investments,
as of October 31, 1996, and the related statements of operations,  statements of
changes in net  assets  and the  financial  highlights  for each of the  periods
indicated therein.  These financial  statements and financial highlights are the
responsibility  of the Funds'  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
October 31, 1996, by  correspondence  with the custodians and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective  funds  constituting  The Princor Growth Funds and The Princor
Income  Funds at October 31,  1996,  and the results of their  operations  , the
changes in their net assets and the financial highlights for each of the periods
indicated  therein  which we  audited  as set forth in the first  paragraph,  in
conformity with generally accepted accounting principles.



Des Moines, Iowa                             ERNST & YOUNG
November 27, 1996
<PAGE>
FEDERAL INCOME TAX INFORMATION

Information  for  federal  income  tax  purposes  is  presented  as  an  aid  to
shareholders in reporting the dividend  distributions shown below.  Shareholders
should consult a tax adviser on how to report these  distributions for state and
local purposes.

<TABLE>
<CAPTION>

                                                                               Period Ended October 31, 1996

                                                         Per Share                                                 Per Share
                                               Income Dividend Distributions                              Capital Gain Distributions
                                                                                                                           Total
                                                                                                           Total         Dividends
                                 Payable       Per     Total     Deductible    Payable  Long-   Short-  Capital Gain       and
                                  Date        Share  Dividends   Percentage*    Date    Term**  Term*** Distributions  Distributions

   Princor Balanced Fund, Inc.
<S>                             <C>       <C>         <C>         <C>         <C>       <C>      <C>        <C>            <C> 
         A Shares               12/28/95  $.1470                  27.40%      12/01/95  $ .6225   $.0501
                                  4/1/96   .0950                  26.00%
                                  7/1/96   .0950                  27.64%
                                 10/1/96   .0950                  31.04%
                                                      $.4320                                                $  .6726       $1.1046
         B Shares               12/28/95  $.1240                  27.40%      12/01/95  $ .6225   $.0501
                                  4/1/96   .0715                  26.00%
                                  7/1/96   .0630                  27.64%
                                 10/1/96   .0649                  31.04%
                                                      $.3234                                                $  .6726       $ .9960
         R Shares                 4/1/96  $.0922                  26.00%
                                  7/1/96   .0839                  27.64%
                                 10/1/96   .0876                  31.04%
                                                      $.2637                                                               $ .2637
 
   Princor Blue Chip Fund, Inc.
         A Shares               12/28/95  $.0945                  81.30%      12/01/95  $ .3518
                                  4/1/96   .0550                  85.02%
                                  7/1/96   .0575                  79.21%
                                 10/1/96   .0475                  76.96%
                                                      $.2545                                                $  .3518       $ .6063
         B Shares               12/28/95  $.0679                  81.30%      12/01/95  $ .3518
                                  4/1/96   .0302                  85.02%
                                  7/1/96   .0243                  79.21%
                                 10/1/96   .0118                  76.96%
                                                      $.1342                                                $  .3518       $ .4860
         R Shares                 4/1/96  $.0530                  85.02%
                                  7/1/96   .0475                  79.21%
                                 10/1/96   .0458                  76.96%
                                                      $.1463                                                               $ .1463

   Princor Capital Accumulation Fund, Inc.
         A Shares               12/28/95  $.2370                  93.30%      12/01/95 $1.4029   $.0640
                                  7/1/96   .1944                  87.76%
                                                      $.4314                                                $ 1.4669       $1.8983
         B Shares               12/28/95  $.1401                  93.30%      12/01/95 $1.4029   $.0640
                                  7/1/96   .0823                  87.76%
                                                      $.2224                                                $ 1.4669       $1.6893
         R Shares                 7/1/96  $.1555                  87.76%
                                                      $.1555                                                               $ .1555

<FN>
   *Percent qualifying for deduction by shareholders who are corporations.
   **Taxable as long-term capital gain.
   ***Taxable at ordinary income rates.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                               Period Ended October 31, 1996

                                                         Per Share                                                Per Share
                                               Income Dividend Distributions                             Capital Gain Distributions
                                                                                                                          Total
                                                                                                             Total      Dividends
                                 Payable     Per      Total     Deductible    Payable   Long-    Short-  Capital Gain      and
                                  Date      Share   Dividends   Percentage*    Date     Term**  Term***  Distributions Distributions

   Princor Emerging Growth Fund, Inc.
<S>                               <C>       <C>       <C>         <C>       <C>       <C>     <C>         <C>             <C>  
         A Shares                 12/28/95  $.0980                52.29%    12/01/95  $.6130  $.1366
                                    7/1/96   .0457                46.73%
                                                      $.1437                                              $ .7496         $ .8933
         B Shares                 12/28/95  $.0075                52.29%    12/01/95  $.6130  $.1366
                                    7/1/96   .0045                46.73%
                                                      $.0120                                              $ .7496         $ .7616
         R Shares                   7/1/96  $.0230                46.73%
                                                      $.0230                                                              $ .0230

   Princor Growth Fund, Inc.
         A Shares                 12/28/95  $.1920                73.38%    12/01/95  $.7991  $.3782
                                    7/1/96   .1651               62.96%
                                                      $.3571                                              $1.1773         $1.5344
         B Shares                 12/28/95  $.0413                73.38%    12/01/95  $.7991  $.3782
                                    7/1/96   .0140               62.96%
                                                      $.0553                                              $1.1773         $1.2326
         R Shares                   7/1/96  $.0959                62.96%
                                                      $.0959                                                              $ .0959

   Princor Utilities Fund, Inc.
         A Shares                 12/28/95  $.1140                92.63%
                                    4/1/96   .1150                84.58%
                                    7/1/96   .1050                97.81%
                                   10/1/96   .0950                89.50%
                                                      $.4290                                                              $ .4290
         B Shares                 12/28/95  $.0919                92.63%
                                    4/1/96   .0945                84.58%
                                    7/1/96   .0819                97.81%
                                   10/1/96   .0729                89.50%
                                                      $.3412                                                              $ .3412
         R Shares                   4/1/96  $.1134                84.58%
                                    7/1/96   .0897                97.81%
                                   10/1/96   .0906                89.50%
                                                      $.2937                                                              $ .2937

   Princor World Fund, Inc.
         A Shares                 12/28/95  $.0755                 4.85%    12/01/95  $.2929     $.0367
                                                      $.0755                                                   $ .3296    $ .4051
         B Shares                 12/28/95  $.0225                 4.85%    12/01/95  $.2929     $.0367
                                                      $.0225                                                   $ .3296    $ .3521
         R Shares                     None
<FN>
   *Percent qualifying for deduction by shareholders who are corporations.
   **Taxable as long-term capital gain.
   ***Taxable at ordinary income rates.

Foreign Taxes Paid

Princor  World Fund,  Inc.  makes an election  under the  Internal  Revenue Code
Section 853 to pass through foreign taxes paid by the fund to its  shareholders.
The total amount of foreign  taxes passed  through to  shareholders for the year
ended October 31, 1996 totals  $.0241 per share.  This  information  is given to
meet certain requirements of the Internal Revenue Code and should not be used by
shareholders for preparing their income tax returns.  For tax return preparation
purposes,  please  refer to the  information  supplied  with  the 1099  form you
receive from the fund's transfer agent.
</FN>
</TABLE>
<PAGE>
Information  for  federal  income  tax  purposes  is  presented  as  an  aid  to
shareholders in reporting the dividend  distributions shown below.  Shareholders
should consult a tax adviser on how to report these  distributions for state and
local purposes.

Ordinary Income Dividends

<TABLE>
<CAPTION>
The Funds paid the following per share income dividends on the dates indicated:


                                                        Per Share Dividends/Payable Date

         Fund                  11/1/95  12/1/95 12/28/95  2/1/96   3/1/96  4/1/96   5/1/96  6/3/96  7/1/96  8/1/96  9/3/96  10/1/96
         -----                 -------  ------- --------  ------   ------  ------   ------  ------  ------  ------  ------  -------

Princor Bond Fund,  Inc.
<S>                            <C>      <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>   
         Class A               $.0650   $.0650   $.0638   $.0638   $.0638  $.0638   $.0638  $.0638  $.0625  $.0625  $.0625  $.0625
         Class B               $.0589   $.0589   $.0572   $.0572   $.0572  $.0572   $.0572  $.0572  $.0556  $.0556  $.0556  $.0556
         Class R                 --       --       --       --     $.0638  $.0630   $.0605  $.0605  $.0603  $.0609  $.0609  $.0609

Princor Government
   Securities Income
   Fund, Inc.
         Class A               $.0588   $.0588   $.0588   $.0588   $.0588  $.0588   $.0588  $.0588  $.0588  $.0588  $.0588  $.0588
         Class B               $.0526   $.0526   $.0515   $.0515   $.0515  $.0515   $.0515  $.0515  $.0515  $.0515  $.0515  $.0515
         Class R                 --       --       --       --     $.0588  $.0575   $.0550  $.0550  $.0562  $.0572  $.0572  $.0572
Princor High Yield Fund, Inc.
         Class A               $.0563   $.0563   $.0800   $.0563   $.0563  $.0563   $.0563  $.0563  $.0563  $.0563  $.0563  $.0563
         Class B               $.0513   $.0513   $.0750   $.0513   $.0513  $.0513   $.0513  $.0500  $.0500  $.0500  $.0500  $.0500
         Class R                 --       --       --       --     $.0563  $.0560   $.0540  $.0540  $.0540  $.0543  $.0543  $.0543

Princor Limited Term Bond
   Fund, Inc.
         Class A                 --       --       --       --     $.0250  $.0500   $.0500  $.0475  $.0475  $.0425  $.0425  $.0425
         Class B                 --       --       --       --     $.0250  $.0460   $.0450  $.0426  $.0426  $.0376  $.0392  $.0410
         Class R                 --       --       --       --     $.0250  $.0475   $.0460  $.0435  $.0435  $.0384  $.0384  $.0384

Princor Tax-Exempt Bond
   Fund, Inc.*
         Class A               $.0538   $.0538   $.0538   $.0538   $.0538  $.0538   $.0538  $.0538  $.0538  $.0538  $.0538  $.0538
         Class B               $.0460   $.0460   $.0460   $.0460   $.0460   $0460   $.0460  $.0460  $.0460  $.0460  $.0442  $.0442

<FN>
*Dividends from the Tax-Exempt Bond Fund, Inc. were exempt from federal income taxation for non-corporate shareholders.
</FN>
</TABLE>
<PAGE>
Information  for  federal  income  tax  purposes  is  presented  as  an  aid  to
shareholders in reporting the dividend  distributions shown below.  Shareholders
should consult a tax adviser on how to report these  distributions for state and
local purposes.

Ordinary Income Dividends


The Funds paid the following per share income dividends on the dates indicated:


                                        Per Share Dividends/Payable Date
                              ----------------------------------------------

         Fund                 11/22/95 12/28/95  1/19/96  2/20/96  3/20/96 

Princor Cash Management
   Fund, Inc.
         Class A               $.0039   $.0049   $.0033   $.0041   $.0038  
         Class B               $.0033   $.0042   $.0028   $.0034   $.0031  
         Class R                 --       --       --       --     $.0028  

Princor Tax-Exempt Cash
   Management Fund, Inc.*
         Class A               $.0024   $.0031   $.0020   $.0022   $.0021  
         Class B               $.0018   $.0024   $.0015   $.0016   $.0015  

                                
                                
         Fund                   4/19/96  5/20/96 6/20/96 7/19/96 8/20/96
                                                                        
Princor Cash Management                                                 
   Fund, Inc.                                                           
         Class A                $.0041   $.0037  $.0040  $.0041  $.0040 
         Class B                $.0034   $.0031  $.0033  $.0034  $.0033    
         Class R                $.0038   $.0036  $.0037  $.0037  $.0036    
                                                                        
                                                                        
                                                                        
                                                                        
Princor Tax-Exempt Cash          
   Management Fund, Inc.*        
         Class A               $.0024   $.0024  $.0024  $.0022  $.0024         
         Class B               $.0017   $.0018  $.0017  $.0015  $.0017
                               
                                
                                                
         Fund                   9/20/96 10/18/96                 
                                                
Princor Cash Management        
   Fund, Inc.                  
         Class A                $.0043  $.0039  
         Class B                $.0036  $.0031  
         Class R                $.0040  $.0035  
                                                 
Princor Tax-Exempt Cash                         
   Management Fund, Inc.*                       
         Class A                $.0026  $.0023  
         Class B                $.0019  $.0016  
                               

*Dividends  from the  Tax-Exempt  Cash  Management  Fund,  Inc. were exempt from
federal income taxation for non-corporate shareholders.
<PAGE>
<TABLE>
<CAPTION>

GROWTH FUNDS                             INVESTMENT OBJECTIVE

<S>                                 <C>    
Princor Balanced Fund               To  seek  the  generation  of  a  total  return  consisting  of  current  income  and  capital
                                    appreciation while   assuming   reasonable   risks  in  furtherance  of  this objective.

Princor Blue Chip Fund              To seek  growth of capital and growth of income by  investing  primarily  in common  stocks of
                                    well capitalized, established companies.

Princor Capital                     To seek long-term capital appreciation and a secondary objective of growth of investment
Accumulation Fund                   income.

Princor Emerging                    To seek capital  appreciation  by  investing  primarily  in  securities  of emerging and other
Growth Fund                         growth-oriented companies.

Princor Growth Fund                 To seek growth of capital with  realization of current  income  incidental to the objective of
                                    growth of capital.

Princor Utilities Fund              To seek current income and long-term growth of income and capital by investing primarily in
                                    equity and fixed income securities of  companies in the public utilities industry.

Princor World Fund                  To seek  long-term  growth of capital by  investing  in a portfolio  of equity  securities of
                                    companies domiciled in any of the nations of the world.

INCOME FUNDS

Princor Bond Fund                   To seek as high a level of income as is consistent with preservation of capital and prudent
                                    investment risk.

Princor Government Securities       To seek a high level of current income, liquidity and safety of principal.
Income Fund

Princor High Yield Fund             To seek high current income. Capital growth is a secondary objective when consistent with
                                    seeking high current income.

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

Princor Tax-Exempt Bond Fund        To seek as high a level of current income exempt from federal taxation as is consistent with
                                    preservation of capital.

MONEY MARKET FUNDS

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

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

</TABLE>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               OCT-31-1996
<INVESTMENTS-AT-COST>                       70,608,681
<INVESTMENTS-AT-VALUE>                      77,326,410
<RECEIVABLES>                                  448,283
<ASSETS-OTHER>                                   3,796
<OTHER-ITEMS-ASSETS>                             3,891
<TOTAL-ASSETS>                              77,782,380
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      123,987
<TOTAL-LIABILITIES>                            123,987
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    63,980,474
<SHARES-COMMON-STOCK>                        4,846,581
<SHARES-COMMON-PRIOR>                        4,156,937
<ACCUMULATED-NII-CURRENT>                      158,125
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      6,802,065
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     6,717,729
<NET-ASSETS>                                77,658,393
<DIVIDEND-INCOME>                              879,659
<INTEREST-INCOME>                            1,884,731
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (894,643)
<NET-INVESTMENT-INCOME>                      1,869,747
<REALIZED-GAINS-CURRENT>                     6,825,321
<APPREC-INCREASE-CURRENT>                      751,917
<NET-CHANGE-FROM-OPS>                        9,446,985
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (1,977,960)
<DISTRIBUTIONS-OF-GAINS>                   (2,798,187)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,006,927
<NUMBER-OF-SHARES-REDEEMED>                  (606,332)
<SHARES-REINVESTED>                            289,049
<NET-CHANGE-IN-ASSETS>                      19,270,039
<ACCUMULATED-NII-PRIOR>                        350,410
<ACCUMULATED-GAINS-PRIOR>                    2,846,722
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          404,461
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                894,643
<AVERAGE-NET-ASSETS>                        67,473,625
<PER-SHARE-NAV-BEGIN>                            13.74
<PER-SHARE-NII>                                    .38
<PER-SHARE-GAIN-APPREC>                           1.59
<PER-SHARE-DIVIDEND>                             (.43)
<PER-SHARE-DISTRIBUTIONS>                        (.67)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.61
<EXPENSE-RATIO>                                   1.28
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               OCT-31-1996
<INVESTMENTS-AT-COST>                       70,608,681
<INVESTMENTS-AT-VALUE>                      77,326,410
<RECEIVABLES>                                  448,283
<ASSETS-OTHER>                                   3,796
<OTHER-ITEMS-ASSETS>                             3,891
<TOTAL-ASSETS>                              77,782,380
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      123,987
<TOTAL-LIABILITIES>                            123,987
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    63,980,474
<SHARES-COMMON-STOCK>                          409,526
<SHARES-COMMON-PRIOR>                           92,099
<ACCUMULATED-NII-CURRENT>                      158,125
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      6,802,065
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     6,717,729
<NET-ASSETS>                                77,658,393
<DIVIDEND-INCOME>                              879,659
<INTEREST-INCOME>                            1,884,731
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (894,643)
<NET-INVESTMENT-INCOME>                      1,869,747
<REALIZED-GAINS-CURRENT>                     6,825,321
<APPREC-INCREASE-CURRENT>                      751,917
<NET-CHANGE-FROM-OPS>                        9,446,985
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (80,727)
<DISTRIBUTIONS-OF-GAINS>                      (71,791)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        342,259
<NUMBER-OF-SHARES-REDEEMED>                   (35,859)
<SHARES-REINVESTED>                             11,027
<NET-CHANGE-IN-ASSETS>                      19,270,039
<ACCUMULATED-NII-PRIOR>                        350,410
<ACCUMULATED-GAINS-PRIOR>                    2,846,722
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          404,461
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                894,643
<AVERAGE-NET-ASSETS>                        67,473,625
<PER-SHARE-NAV-BEGIN>                            13.71
<PER-SHARE-NII>                                    .29
<PER-SHARE-GAIN-APPREC>                           1.55
<PER-SHARE-DIVIDEND>                             (.32)
<PER-SHARE-DISTRIBUTIONS>                        (.67)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.56
<EXPENSE-RATIO>                                   2.13
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               OCT-31-1996
<INVESTMENTS-AT-COST>                       70,608,681
<INVESTMENTS-AT-VALUE>                      77,326,410
<RECEIVABLES>                                  448,283
<ASSETS-OTHER>                                   3,796
<OTHER-ITEMS-ASSETS>                             3,891
<TOTAL-ASSETS>                              77,782,380
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      123,987
<TOTAL-LIABILITIES>                            123,987
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    63,980,474
<SHARES-COMMON-STOCK>                           60,221
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                      158,125
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      6,802,065
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     6,717,729
<NET-ASSETS>                                77,658,393
<DIVIDEND-INCOME>                              879,659
<INTEREST-INCOME>                            1,884,731
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (894,643)
<NET-INVESTMENT-INCOME>                      1,869,747
<REALIZED-GAINS-CURRENT>                     6,825,321
<APPREC-INCREASE-CURRENT>                      751,917
<NET-CHANGE-FROM-OPS>                        9,446,985
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      (3,345)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         62,977
<NUMBER-OF-SHARES-REDEEMED>                    (2,990)
<SHARES-REINVESTED>                                234
<NET-CHANGE-IN-ASSETS>                      19,270,039
<ACCUMULATED-NII-PRIOR>                        350,410
<ACCUMULATED-GAINS-PRIOR>                    2,846,722
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          404,461
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                894,643
<AVERAGE-NET-ASSETS>                        67,473,625
<PER-SHARE-NAV-BEGIN>                            13.81
<PER-SHARE-NII>                                    .24
<PER-SHARE-GAIN-APPREC>                            .73
<PER-SHARE-DIVIDEND>                             (.26)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              14.52
<EXPENSE-RATIO>                                   1.49
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

                       SCHEDULE FOR COMPUTING TOTAL RETURN
                           PRINCOR BALANCED FUND, INC.
                                 CLASS R SHARES

The average annual total return  quotation for the period from February 29, 1996
(effective  date) to October 31, 1996 is computed by finding the average  annual
compounded  rate of return over the period that would equate the initial  amount
invested to the ending redeemable value, according to the following formula:

                         P(1 + T)n = ERV

Where:       P      =    a hypothetical initial payment of $1000

             T      =    average annual total return

             n      =    number of years

           ERV      =    ending redeemable value of a hypothetical $1000
                         payment made at the beginning of the 1, 5, or 10 year
                         periods at the end of the 1, 5, or 10 year periods (or
                         fractional portion thereof).

The above calculation includes all recurring fees that are charged to all
shareholder accounts.

The Fund's average annual total return for the 1, 5 and since inception  periods
ending October 31, 1996 is calculated as follows:


Period February 29, 1996 to October 31, 1996:
- ---------------------------------------------

         $1,000(1 + T)(246/365) = $1049.87

Solve for T

         T = 7.52%


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