PRINCOR HIGH YIELD FUND INC
485APOS, 1997-10-23
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                                              Registration No. 33-14539

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

                       POST-EFFECTIVE AMENDMENT NO. 18 TO

                                    FORM N-1A

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                       and

                             REGISTRATION STATEMENT

                                      under

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

                           PRINCOR HIGH YIELD 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 
              on (date) pursuant to paragraph (b) of Rule 485
       X      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  intends to file a Rule 24f-2 Notice for the
fiscal year ended October 31, 1997 on or before December 20, 1997.


<PAGE>
 
   
     This  Prospectus  describes a family of  investment  companies  ("Principal
Funds" formerly known as "Princor  Funds") which has been organized by Principal
Mutual Life Insurance Company. Together the Funds provide the following range of
investment objectives:
    

                              GROWTH-ORIENTED FUNDS

                                    Domestic

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

Principal Blue Chip Fund, Inc.  (formerly known as 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.

Principal   Capital  Value  Fund,  Inc.   (formerly  known  as  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.

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

Principal  MidCap Fund, Inc.  (formerly  known as Princor  Emerging Growth Fund,
Inc.) seeks to achieve long-term capital  appreciation by investing primarily in
securities of emerging and other growth-oriented companies.

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

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

Principal  Utilities Fund, Inc. (formerly known as 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.
    


                                  International

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

Principal  International Fund, Inc. (formerly known as 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.

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

                              INCOME-ORIENTED FUNDS

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



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

   
                The date of this Prospectus is ________________.

Principal  Government  Securities  Income Fund, Inc.  (formerly known as 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.

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

Principal  Limited Term Bond Fund, Inc.  (formerly known as 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.

Principal  Tax-Exempt Bond Fund, Inc. (formerly known as 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

   
Principal Cash Management Fund, Inc.  (formerly known as 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.

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

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

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

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

     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information dated  ____________  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........................ 23

         Growth-Oriented Funds............................................... 23

             Domestic........................................................ 23

             International................................................... 27

         Income-Oriented Funds............................................... 29

         Money Market Funds.................................................. 35

         Certain Investment Policies and Restrictions........................ 37

     Risk Factors............................................................ 38

     How the Funds are Managed............................................... 39

     How to Purchase Shares.................................................. 42

     Offering Price of Funds' Shares ........................................ 44

     Distribution and Shareholder Servicing Plans and Fees................... 45

     Determination of Net Asset Value of Funds' Shares....................... 46

     Distribution of Income Dividends and Realized Capital Gains ............ 46

     Tax Treatment of the Funds, Dividends and Distributions ................ 48

     How to Exchange Shares.................................................. 49

     How to Sell Shares...................................................... 50

     Periodic Withdrawal Plan................................................ 51

     Performance Calculation................................................. 52

     General Information About a Fund Account................................ 53

     Retirement Plans........................................................ 54

     Shareholder Rights...................................................... 54

     Additional Information.................................................. 55

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

OVERVIEW

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

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

What it Costs to Invest

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

<TABLE>
<CAPTION>
                                                  Shareholder Transaction Expenses

                                                             Class A Shares

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

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

<TABLE>
<CAPTION>
                                                             Class B Shares

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

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


       Limited Term Bond Fund                        1.50%               None       None           Redemptions During Year
                                                                                                   -----------------------
                                                                                            1.25% 1.25% .75% .75%  .50% .25% 0%

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


<TABLE>
<CAPTION>
   TABLE A                                                   CLASS A SHARES
                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                    ---------------------------------------------------------------------
                                                    Management            12b-1            Other          Total Operating
                     Fund                              Fee                 Fee            Expenses           Expenses
                     ----                           ----------            -----           --------        ---------------

<S>                                                     <C>                <C>              <C>               <C>
     Balanced Fund                                         %                  %                %                  %
     Blue Chip Fund
     Bond Fund                                                                                                    *
     Capital Value Fund
     Cash Management Fund                                                  None                                   *
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund                                                                          **
     International Fund
     International SmallCap Fund                                                                                  **
     Limited Term Bond Fund                                                                                       *
     MidCap Fund
     Real Estate Fund                                   .90                .25              .55               1.70***
     SmallCap Fund                                      .85                .25              .55               1.65***
     Tax-Exempt Bond Fund
     Tax-Exempt Cash Management Fund                                       None                                   *
     Utilities Fund                                                                                               *
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
</TABLE>
<TABLE>
<CAPTION>
   TABLE B                                                    CLASS B SHARES
                                                                         Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                    ---------------------------------------------------------------------
                                                    Management            12b-1            Other          Total Operating
                     Fund                              Fee                 Fee            Expenses           Expenses
                     ----                           ----------            -----           --------        ---------------

<S>                                                     <C>                <C>              <C>               <C>
     Balanced Fund                                         %                  %                %                  %
     Blue Chip Fund
     Bond Fund                                                                                                         *
     Capital Value Fund
     Cash Management Fund                                                                                         *
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund                                                                          **
     International Fund 
     International SmallCap Fund                                                                                  **
     Limited Term Bond Fund                                                                                       *
     MidCap Fund
     Real Estate Fund                                   .90                .90              .55               2.35***
     SmallCap Fund                                      .85                .90              .55               2.30***
     Tax-Exempt Bond Fund
     Utilities Fund                                                                                               *
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
</TABLE>

<TABLE>
<CAPTION>
  Example A

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

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

<S>                                            <C>       <C>       <C>      <C>        <C>       <C>        <C>       <C> 
     Balanced Fund                               $         $         $         $         $         $          $         $
     Blue Chip Fund                              $         $         $         $         $         $          $         $
     Bond Fund                                   $         $         $         $         $         $          $         $
     Capital Value Fund                          $         $         $         $         $         $          $         $
     Cash Management Fund                        $         $         $         $         $         $          $         $
     Government Securities Income Fund           $         $         $         $         $         $          $         $
     Growth Fund                                 $         $         $         $         $         $          $         $
     High Yield Fund                             $         $         $         $         $         $          $         $
     International Emerging Markets Fund         $         $         $         $       N/A       N/A        N/A       N/A
     International Fund                          $         $         $         $         $         $          $         $
     International SmallCap Fund                 $         $         $         $       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                      $         $         $         $                   $          $         $
     MidCap Fund                                 $         $         $         $         $         $         $          $
     Real Estate Fund                          $64       $65       $99      $106       N/A       N/A        N/A       N/A
     SmallCap Fund                             $63       $64       $97      $104       N/A       N/A        N/A       N/A
     Tax-Exempt Bond Fund                        $         $         $         $         $         $          $         $
     Tax-Exempt Cash Management Fund             $         $         $         $         $         $          $         $
     Utilities Fund                              $         $         $         $         $         $          $         $
</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$                              $         $         $         $         $         $          $
     Blue Chip Fund                              $         $         $         $         $         $          $         $
     Bond Fund                                   $         $         $         $         $         $          $         $
     Capital Value Fund                          $         $         $         $         $         $          $         $
     Cash Management Fund                        $         $         $         $         $         $          $         $
     Government Securities Income Fund           $         $         $         $         $         $          $         $
     Growth Fund                                 $         $         $         $         $         $          $         $
     High Yield Fund                             $         $         $         $         $         $          $         $
     International Emerging Markets Fund         $         $         $         $       N/A       N/A        N/A       N/A
     International Fund                          $         $         $         $         $         $          $         $
     International SmallCap Fund                 $         $         $         $       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                      $         $         $         $         $         $          $         $
     MidCap Fund                                 $         $         $         $         $         $          $         $
     Real Estate Fund                          $64       $24       $99       $73       N/A       N/A        N/A       N/A
     SmallCap Fund                             $63       $23       $97       $72       N/A       N/A        N/A       N/A
     Tax-Exempt Bond Fund                        $         $         $         $         $         $          $         $
     Tax-Exempt Cash Management Fund             $         $         $         $         $         $          $         $
     Utilities Fund                              $         $         $         $         $         $          $         $

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

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

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

              Fund                        Class A   Class B    Class A  Class B
              ----                       -------     -------   -------  -------
     Bond Fund                                                     %         %
     Cash Management Fund                                          %         %
     Limited Term Bond Fund                                        %         %
     Tax-Exempt Cash Management Fund                               %       N/A
     Utilities Fund                                                %         %
    

What the Principal Funds Offer You

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

   
     Professional   Investment  Management:   Principal  Management  Corporation
(formerly  known as Princor  Management  Corporation) is the Manager for each of
the Funds. The Manager employs  experienced  securities  analysts to provide you
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:  Principal Funds allow you to diversify your assets across
dozens of securities issued by a number of issuers. In addition, you may further
diversify  by  investing  in  several  of  the  Funds.  Diversification  reduces
investment risk.
    

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

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

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

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

Investment Objectives of the Funds

                              GROWTH-ORIENTED FUNDS

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

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

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


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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                               MONEY MARKET FUNDS

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

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

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

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

The Risks of Investing

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

How to Buy Shares

   
     You can become a shareholder by completing the application that accompanies
this Prospectus. Mail it, along with a check, to Princor. The initial investment
for the Funds must be at least $1,000 ($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 you if you make  regular  periodic  investments  under an Automatic
Investment Plan. Minimum investment amounts do not apply to certain Money Market
Fund  accounts.  See  "How to  Purchase  Shares."  Class B  shares  of the  Cash
Management  Fund may only be purchased by an exchange from other Class B shares.
See "How to Exchange Shares."

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

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

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

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

How to Exchange Shares

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

How to Sell Shares

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

FINANCIAL HIGHLIGHTS

   
     The tables  that  follow are based on  information  included  in the Funds'
annual  financial  statements  which have been  audited  by Ernst & Young,  LLP,
independent  auditors.  Their report on the financial  statements  and financial
highlights  are  incorporated  by reference  (legally made as part of) into this
prospectus.  A free copy of the financial  statements may be obtained by calling
1-800-451-5447.

                      This page left blank intentionally.

<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.(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>      
       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>          
       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>                                 
<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%    
                                                                                                                         
     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:
<PAGE>
                                      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 Growth-Oriented Funds have different investment objectives. They seek:

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

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

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

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

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

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

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

DOMESTIC

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

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

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

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

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

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

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

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

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

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

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

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

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

     The Fund will invest primarily in common stocks, but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the Statement of Additional Information. 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INTERNATIONAL

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

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

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

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

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

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

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

     The Fund  intends that its  investments  normally  will be allocated  among
various  countries.  Although there is no limitation on the percentage of assets
that may be invested in any one country or denominated in any one currency,  the
Fund intends under normal  market  conditions to have at least 65% of its assets
invested in securities  issued by corporations of at least three countries,  one
of which may be the  United  States.  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.

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

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

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

     INCOME-ORIENTED FUNDS

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

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

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

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

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

                 Moody's Rating          Portfolio Percentage
                 --------------          --------------------
                       Aa                        .__%
                        A                      __.__%
                       Baa                     __.__%
                       Ba                       _.__%
                        B                       _.__%

     The preceding  percentage for A rated  securities  includes .__% of unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.
    

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

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

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

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

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

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

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

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

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

     There are other  obligations  issued or  guaranteed  by the  United  States
Government   (such  as  U.S.   Treasury   securities)  or  by  its  agencies  or
instrumentalities  that are either supported by the full faith and credit of the
U.S. Treasury or the credit of a particular agency or instrumentality.  Included
in the  latter  category  are  Federal  Home  Loan Bank and Farm  Credit  Banks.
Obligations  not  guaranteed  by the United States  Government  are highly rated
because they are issued by indirect branches of government. Such paper is issued
as needs arise by an agency and is traded regularly in denominations  similar to
those in which government obligations are traded.
     The Fund will not engage in the  trading of  securities  for the purpose of
realizing  short-term  profits,  but it will adjust its  portfolio as considered
advisable in view of prevailing or anticipated  market conditions and the Fund's
investment  objective.  Accordingly,  the Fund may sell portfolio  securities in
anticipation  of a rise in interest rates and purchase  securities for inclusion
in its portfolio in anticipation of a decline in interest rates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                Moody's Rating            Portfolio Percentage
                --------------            --------------------
                      Baa                        _.__%
                      Ba                        __.__%
                       B                        __.__%
                       C                         _.__%

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

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

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

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

     The Fund will invest, under normal circumstances, at least 80% of its total
assets  in  securities  issued  or  guaranteed  by the  United  States  ("U.S.")
Government or its agencies or instrumentalities  (as described in the discussion
of Principal  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  "Principal
Government Securities Income Fund" discussion.
    

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

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

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

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

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

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

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

                Moody's Rating             Portfolio Percentage
                --------------             --------------------
                      Aaa                          .__%
                      AA                         __.__%
                       A                         __.__%
                      Baa                        __.__%
                      Ba                          _.__%

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

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

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

     MONEY MARKET FUNDS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

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

Repurchase Agreements/Lending Portfolio Securities

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

Forward Commitments

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

Warrants

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

Borrowing

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

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

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

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

Options

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

General

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

RISK FACTORS

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

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

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

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

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

HOW THE FUNDS ARE MANAGED

   
     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the  Funds is  Principal  Management  Corporation  (formerly  known  as  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 October
31, 1997, the Manager served as investment advisor for 28 such funds with assets
totaling approximately $_._ billion.

     The  Manager  is  responsible  for  investment  advisory,   managerial  and
administrative  services for the Funds. However,  under a Sub-Advisory Agreement
between Invista Capital Management,  Inc.  ("Invista") and the Manager,  Invista
performs all the  investment  advisory  responsibilities  of the Manager for 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.  Assets  under  management  at  October  31,  1997 were
approximately  $__._ 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 Fund                April, 1993            Judith A. Vogel, CFA (BA degree, Central College). Vice President, Invista
                                                    Capital Management, Inc., since 1987.

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

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

Capital Value Fund           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.

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

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

High Yield Fund              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.

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

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

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

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

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

SmallCap Fund                ____________           Co-Manager: Mark T. Williams, CFA (MBA degree, Drake University). Vice
                             (Fund's inception)     President, Invista Capital Management, Inc., since 1995; Investment Officer, 
                                                    1992-1995. Co-Manager: John F. McClain, (MBA degree, Indiana University). 
                                                    Vice President, Invista Capital Management, Inc., since 1995; Investment 
                                                    Officer, 1992-1995.
                                                    
Tax-Exempt Bond              July, 1991             Daniel J. Garrett, CFA (MBA degree, Drake University). Assistant Director -
Fund                                                Investment Securities, Principal Mutual Life Insurance Company since 1989;
                                                    Prior thereto, Mortgage Banking Research Analyst.

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

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

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

<S>      <C>                                        <C>                 <C>               <C>                <C>   
         Balanced Fund                              %                   %                 %                  %
         Blue Chip Fund                             %                   %                 %                  %
         Bond Fund                                  %                   %*                %                  %*
         Capital Value Fund                         %                   %                 %                  %
         Cash Management Fund                       %                   %*                %                  %*
         Government Securities Income Fund          %                   %                 %                  %
         Growth Fund                                %                   %                 %                  %
         International Emerging Markets Fund                              
         International Fund                         %                   %                 %                  %
         International SmallCap Fund                                      
         High Yield Fund                            %                   %                 %                  %
         Limited Term Bond Fund                     %                   %*                %                  %*
         MidCap Fund                                %                   %                 %                  %
         Tax-Exempt Bond Fund                       %                   %                 %                  %
         Tax-Exempt Cash Management Fund            %                   %*                %                  %*
         Utilities Fund                             %                   %*                %                  %*
<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, 1997. 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,
1995,  1996, and 1997,  PFS received fees in the amount of $991,520,  $1,650,714
and $_,___,___ respectively, in consideration of the services it rendered to the
Cash Management Fund. During the fiscal years ending October 31, 1995, 1996, and
1997  PFS  received  fees in the  amount  of  $191,789,  $254,083  and  $___,___
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 Cash  Management  Fund may be  purchased  only by an
exchange from Class B shares of the Principal Funds. Shares of each of the other
Principal Funds may be purchased by mail, by telephone or by exchange from other
Principal Funds.
    

     Investments  by Mail.  Shares of the Funds may be purchased by submitting a
completed  application  and check made  payable to 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: Principal
Management  Corporation,   Account  No.  3000499968;   for  further  credit  to:
investor's name and account number. Wire transfers may take two hours or more to
complete.  Investors may make special  arrangements to transmit orders for Money
Market Fund shares to Princor  prior to 3:00 p.m.  (Central  Time) on a day when
the Fund is open for business  with the  investor's  assurance  that payment for
such shares will be made by wiring  Federal Funds directly to Norwest Bank Iowa,
N.A. prior to 10:00 a.m. the following regular business day. Such orders will be
effected at the Fund's  offering price in effect on the date such purchase order
is received by Princor.  Wire  purchases  through a selected  dealer may involve
other procedures established by that dealer.
    

     Minimum  Purchase  Amount.  An investor may open an account with any of the
Funds with a minimum initial  investment of $1,000.  Accounts  established under
the Uniform  Gifts to Minors Act or Uniform  Transfers  Act may be funded with a
minimum  initial  investment  of $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 may be  subject  to a
contingent  deferred sales charge if redeemed within 18 months of purchase.  See
"Offering Price of Funds'  Shares." Class A shares of each of the Funds,  except
the Money Market Funds,  currently  bear a 12b-1 fee at the annual rate of up to
0.25%  (.15% for the  Limited  Term Bond Fund) of the Fund's  average net assets
attributable to Class A shares.  See  "Distribution  and  Shareholder  Servicing
Plans and Fees."

     Class B Shares.  Class B shares are  purchased  without  an  initial  sales
charge, but are subject to a declining contingent deferred sales charge ("CDSC")
of up to 4% (1.25% for Limited Term Bond Fund) if redeemed within six years. 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  Principal fund will convert into Class A shares based
on the time of the initial purchase. (See "How to Exchange Shares".) At the same
time,  a pro rata  portion  of all  shares  purchased  through  reinvestment  of
dividends and distributions would convert into Class A shares, with that portion
determined by the ratio that the  shareholder's  Class B shares  converting into
Class A shares  bears to the  shareholder's  total  Class B shares that were not
acquired through dividends and  distributions.  The conversion of Class B shares
to Class A shares is subject to the continuing availability of a ruling from the
Internal Revenue Service or an opinion of counsel that such conversions will not
constitute  taxable  events for Federal tax purposes.  There can be no assurance
that such ruling or opinion will be  available,  and the  conversion  of Class B
shares  to  Class A shares  will not  occur if such  ruling  or  opinion  is not
available.  In such event, Class B shares would continue to be subject to higher
expenses than Class A shares for an indefinite period.
    

     Which  arrangement  is better for you?  The  decision  as to which class of
shares provides a more suitable  investment for an investor  depends on a number
of  factors,  including  the  amount  and  intended  length  of the  investment.
Investors  making  investments  that  qualify for reduced  sales  charges  might
consider Class A shares. Investors who prefer not to pay an initial sales charge
and who plan to hold their  investment  for more than seven years 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 Except              Sales Charge for
                                    Limited Term Bond Fund        Limited Term Bond Fund          Dealers Allowance as
                                     Sales Charge as % of:         Sales Charge as % of:           % of Offering Price
                                   -----------------------       ------------------------    --------------------------------
                                   Offering      Net Amount      Offering      Net Amount    All Funds Except    Limited Term
                                     Price        Invested         Price        Invested     Limited Term Bond       Bond
                                   --------      ----------      --------      ----------    -----------------   ------------
<S>                                  <C>            <C>            <C>            <C>              <C>               <C>  
Less than $50,000                    4.75%          4.99%          1.50%          1.52%            4.00%             1.25%
$50,000 but less than $100,000       4.25%          4.44%          1.25%          1.27%            3.75%             1.00%
$100,000 but less than $250,000      3.75%          3.90%          1.00%          1.10%            3.25%             0.75%
$250,000 but less than $500,000      2.50%          2.56%          0.75%          0.76%            2.00%             0.50%
$500,000 but less than $1,000,000    1.50%          1.52%          0.50%          0.50%            1.25%             0.25%
$1,000,000 or more                     0              0              0             0               0.75%             0.25%
</TABLE>

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

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

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

     Investors  may be able to purchase  Class A shares at net asset value.  The
following persons may purchase Class A shares of the  Growth-Oriented  Funds and
Income-Oriented  Funds at the net asset  value  (without  a sales  charge):  (1)
Principal  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  Principal  Tax-Exempt  Bond Fund and  Principal
Tax-Exempt  Cash  Management  Fund,  has  obtained an  exemptive  order from the
Securities  and  Exchange  Commission  ("SEC") to permit  each Fund to offer its
shares at net asset value to participants of certain annuity contracts issued by
Principal 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 Cash
Management Fund) are sold without an initial sales charge,  although a CDSC will
be imposed if you redeem  shares  within six years of  purchase.  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 Principal
Funds.  In some instances,  these  incentives or payments may be offered only to
certain dealers who have sold or may sell significant amounts of shares. Princor
has established a non-cash  compensation program for registered  representatives
of Principal  Financial  Securities,  Inc. ("PFS") based upon sales of shares of
the  Principal  funds  during the year  ending  December  31,  1997.  Registered
representatives  of PFS will receive a choice of promotional  items,  or will be
invited to attend a professional development seminar, receive a subscription for
a financial  newspaper  and an  allowance  to be used to promote  the  Principal
Funds.
    

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS AND FEES

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

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

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

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

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

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

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

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

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

DISTRIBUTION OF INCOME DIVIDENDS AND REALIZED CAPITAL GAINS

   
Growth-Oriented and Income-Oriented Funds
     Each of these  Funds  distributes  substantially  all of its net  income to
shareholders each year according to the following schedule:
    
   
<TABLE>
<CAPTION>
                Funds                                    Record date                         Payable date
                -----                                    -----------                         ------------
<S>                                              <C>                                     <C>   
     Growth
     Balanced, Blue Chip,                        three business days before              March 24, June 24,
     Real Estate, and Utilities                  each payable date                       September 24 and December 24

     Capital Value, Growth,                      three business days before              June 24 and December 24
     MidCap and SmallCap                         each payable date

     International, International                three business days before              December 24
     Emerging Markets and                        each payable date
     International SmallCap

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

     Net  realized  capital  gains  for  each  of the  Funds,  if  any,  will be
distributed  annually.  Generally  the  distribution  will be made on the fourth
business day of December,  to  shareholders  of record on the third business day
prior to the record date.

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

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

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

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

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

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

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

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

Dividend Relay Election

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

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

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

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

TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

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

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

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

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

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

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

HOW TO EXCHANGE SHARES

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

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

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

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

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

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

HOW TO SELL SHARES

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

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

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

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

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

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

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

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

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

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

PERIODIC WITHDRAWAL PLAN

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

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

     Redemptions  to pay insurance  premiums - Upon  completion of the necessary
authorization,  shareholders of Class A shares of the Money Market Funds who pay
insurance  or annuity  premiums or deposits to Principal  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
Principal Cash Management Fund or Principal Tax-Exempt Cash Management Fund will
be knowingly accepted by Princor Financial  Services  Corporation while periodic
withdrawals  under this plan are being made,  unless the  purchase  represents a
substantial addition to the shareholder's account.
    

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

PERFORMANCE CALCULATION

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

Growth-Oriented and Income-Oriented Funds

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

Money Market Funds

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

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

GENERAL INFORMATION ABOUT A FUND ACCOUNT

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

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

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

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

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

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

   
     1.   If a  redemption  payment is to be made  payable to a payee other than
          the registered shareholder or joint shareholders,  or Principal Mutual
          Life Insurance Company or any of its affiliated  companies or selected
          administrators of qualified retirement plans;
    
     2.   To make a Dividend  Relay  Election  directing  dividends  from a Fund
          account  which has joint owners to a Fund  account  which has only one
          owner or different joint owners;

     3.   To change the ownership of the account;

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

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

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

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

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

RETIREMENT PLANS

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

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

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

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

   
     As  of  __________,   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 Value Fund                      _,___,___            __.__%
     International Emerging Markets Fund     _,___,___            __.__%
     International SmallCap Fund             _,___,___            __.__%
     Limited Term Bond Fund                  _,___,___            __.__%
    

ADDITIONAL INFORMATION

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

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

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

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

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

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

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


 
     This  Prospectus  describes a family of  investment  companies  ("Principal
Funds" formerly known as "Princor  Funds") which has been organized by Principal
Mutual Life Insurance Company. Together the Funds provide the following range of
investment objectives:

                              GROWTH-ORIENTED FUNDS

                                    Domestic

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

Principal Blue Chip Fund, Inc.  (formerly known as 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.

Principal   Capital  Value  Fund,  Inc.   (formerly  known  as  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.

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

Principal  MidCap Fund, Inc.  (formerly  known as Princor  Emerging Growth Fund,
Inc.) seeks to achieve long-term capital  appreciation by investing primarily in
securities of emerging and other growth-oriented companies.

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

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

Principal  Utilities Fund, Inc. (formerly known as 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.


                                  International

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

Principal  International Fund, Inc. (formerly known as 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.

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

                              INCOME-ORIENTED FUNDS

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



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

                The date of this Prospectus is ________________.

Principal  Government  Securities  Income Fund, Inc.  (formerly known as 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.

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

Principal  Limited Term Bond Fund, Inc.  (formerly known as 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.

Principal  Tax-Exempt Bond Fund, Inc. (formerly known as 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

Principal Cash Management Fund, Inc.  (formerly known as 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.

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

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

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

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

     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information dated  ____________  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........................ 23

         Growth-Oriented Funds............................................... 23

             Domestic........................................................ 23

   
             International................................................... 28
    

         Income-Oriented Funds............................................... 29

         Money Market Funds.................................................. 35

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

     Risk Factors............................................................ 39

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

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

     Offering Price of Funds' Shares ........................................ 44

   
     Distribution and Shareholder Servicing Plans and Fees................... 46

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

     Distribution of Income Dividends and Realized Capital Gains ............ 47

     Tax Treatment of the Funds, Dividends and Distributions ................ 49

     How to Exchange Shares.................................................. 50

     How to Sell Shares...................................................... 51

     Periodic Withdrawal Plan................................................ 52

     Performance Calculation................................................. 53

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

     Retirement Plans........................................................ 55

     Shareholder Rights...................................................... 55

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

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

OVERVIEW

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

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

What it Costs to Invest

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

<TABLE>
<CAPTION>
                                                  Shareholder Transaction Expenses

                                                             Class A Shares

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

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

<TABLE>
<CAPTION>
                                                             Class B Shares

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

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


       Limited Term Bond Fund                        1.50%               None       None           Redemptions During Year
                                                                                                   -----------------------
                                                                                            1.25% 1.25% .75% .75%  .50% .25% 0%

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


<TABLE>
<CAPTION>
   TABLE A                                                   CLASS A SHARES
                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                    ---------------------------------------------------------------------
                                                    Management            12b-1            Other          Total Operating
                     Fund                              Fee                 Fee            Expenses           Expenses
                     ----                           ----------            -----           --------        ---------------

<S>                                                     <C>                <C>              <C>               <C>
     Balanced Fund                                         %                  %                %                  %
     Blue Chip Fund
     Bond Fund                                                                                                    *
     Capital Value Fund
     Cash Management Fund                                                  None                                   *
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund                                                                          **
     International Fund
     International SmallCap Fund                                                                                  **
     Limited Term Bond Fund                                                                                       *
     MidCap Fund
     Real Estate Fund                                   .90                .25              .55               1.70***
     SmallCap Fund                                      .85                .25              .55               1.65***
     Tax-Exempt Bond Fund
     Tax-Exempt Cash Management Fund                                       None                                   *
     Utilities Fund                                                                                               *
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
</TABLE>
<TABLE>
<CAPTION>
   TABLE B                                                    CLASS B SHARES
                                                                         Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                    ---------------------------------------------------------------------
                                                    Management            12b-1            Other          Total Operating
                     Fund                              Fee                 Fee            Expenses           Expenses
                     ----                           ----------            -----           --------        ---------------

<S>                                                     <C>                <C>              <C>               <C>
     Balanced Fund                                         %                  %                %                  %
     Blue Chip Fund
     Bond Fund                                                                                                         *
     Capital Value Fund
     Cash Management Fund                                                                                         *
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund                                                                          **
     International Fund 
     International SmallCap Fund                                                                                  **
     Limited Term Bond Fund                                                                                       *
     MidCap Fund
     Real Estate Fund                                   .90                .90              .55               2.35***
     SmallCap Fund                                      .85                .90              .55               2.30***
     Tax-Exempt Bond Fund
     Utilities Fund                                                                                               *
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
</TABLE>

<TABLE>
<CAPTION>
  Example A

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

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

<S>                                            <C>       <C>       <C>      <C>        <C>       <C>        <C>       <C> 
     Balanced Fund                               $         $         $         $         $         $          $         $
     Blue Chip Fund                              $         $         $         $         $         $          $         $
     Bond Fund                                   $         $         $         $         $         $          $         $
     Capital Value Fund                          $         $         $         $         $         $          $         $
     Cash Management Fund                        $         $         $         $         $         $          $         $
     Government Securities Income Fund           $         $         $         $         $         $          $         $
     Growth Fund                                 $         $         $         $         $         $          $         $
     High Yield Fund                             $         $         $         $         $         $          $         $
     International Emerging Markets Fund         $         $         $         $       N/A       N/A        N/A       N/A
     International Fund                          $         $         $         $         $         $          $         $
     International SmallCap Fund                 $         $         $         $       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                      $         $         $         $                   $          $         $
     MidCap Fund                                 $         $         $         $         $         $         $          $
     Real Estate Fund                          $64       $65       $99      $106       N/A       N/A        N/A       N/A
     SmallCap Fund                             $63       $64       $97      $104       N/A       N/A        N/A       N/A
     Tax-Exempt Bond Fund                        $         $         $         $         $         $          $         $
     Tax-Exempt Cash Management Fund             $         $         $         $         $         $          $         $
     Utilities Fund                              $         $         $         $         $         $          $         $
</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$                              $         $         $         $         $         $          $
     Blue Chip Fund                              $         $         $         $         $         $          $         $
     Bond Fund                                   $         $         $         $         $         $          $         $
     Capital Value Fund                          $         $         $         $         $         $          $         $
     Cash Management Fund                        $         $         $         $         $         $          $         $
     Government Securities Income Fund           $         $         $         $         $         $          $         $
     Growth Fund                                 $         $         $         $         $         $          $         $
     High Yield Fund                             $         $         $         $         $         $          $         $
     International Emerging Markets Fund         $         $         $         $       N/A       N/A        N/A       N/A
     International Fund                          $         $         $         $         $         $          $         $
     International SmallCap Fund                 $         $         $         $       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                      $         $         $         $         $         $          $         $
     MidCap Fund                                 $         $         $         $         $         $          $         $
     Real Estate Fund                          $64       $24       $99       $73       N/A       N/A        N/A       N/A
     SmallCap Fund                             $63       $23       $97       $72       N/A       N/A        N/A       N/A
     Tax-Exempt Bond Fund                        $         $         $         $         $         $          $         $
     Tax-Exempt Cash Management Fund             $         $         $         $         $         $          $         $
     Utilities Fund                              $         $         $         $         $         $          $         $

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

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

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

              Fund                        Class A   Class B    Class A  Class B
              ----                       -------     -------   -------  -------
     Bond Fund                                                     %         %
     Cash Management Fund                                          %         %
     Limited Term Bond Fund                                        %         %
     Tax-Exempt Cash Management Fund                               %       N/A
     Utilities Fund                                                %         %

What the Principal Funds Offer You

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

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

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

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

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

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

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

Investment Objectives of the Funds

                              GROWTH-ORIENTED FUNDS

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

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

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


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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                               MONEY MARKET FUNDS

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

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

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

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

The Risks of Investing

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

How to Buy Shares

     You can become a shareholder by completing the application that accompanies
this Prospectus. Mail it, along with a check, to Princor. The initial investment
for the Funds must be at least $1,000 ($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 you if you make  regular  periodic  investments  under an Automatic
Investment Plan. Minimum investment amounts do not apply to certain Money Market
Fund  accounts.  See  "How to  Purchase  Shares."  Class B  shares  of the  Cash
Management  Fund may only be purchased by an exchange from other Class B shares.
See "How to Exchange Shares."

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

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

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

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

How to Exchange Shares

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

How to Sell Shares

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

FINANCIAL HIGHLIGHTS

     The tables  that  follow are based on  information  included  in the Funds'
annual  financial  statements  which have been  audited  by Ernst & Young,  LLP,
independent  auditors.  Their report on the financial  statements  and financial
highlights  are  incorporated  by reference  (legally made as part of) into this
prospectus.  A free copy of the financial  statements may be obtained by calling
1-800-451-5447.

                      This page left blank intentionally.

<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.(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>      
       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>          
       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>                                 
<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%    
                                                                                                                         
     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:
<PAGE>
                                      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 Growth-Oriented Funds have different investment objectives. They seek:

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

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

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

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

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

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

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

DOMESTIC

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INTERNATIONAL

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

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

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

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

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

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

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

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

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

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

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

     INCOME-ORIENTED FUNDS

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

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

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

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

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

                 Moody's Rating          Portfolio Percentage
                 --------------          --------------------
                       Aa                        .__%
                        A                      __.__%
                       Baa                     __.__%
                       Ba                       _.__%
                        B                       _.__%

     The preceding  percentage for A rated  securities  includes .__% of unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.

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

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

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

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

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

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

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

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

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

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

     There are other  obligations  issued or  guaranteed  by the  United  States
Government   (such  as  U.S.   Treasury   securities)  or  by  its  agencies  or
instrumentalities  that are either supported by the full faith and credit of the
U.S. Treasury or the credit of a particular agency or instrumentality.  Included
in the  latter  category  are  Federal  Home  Loan Bank and Farm  Credit  Banks.
Obligations  not  guaranteed  by the United States  Government  are highly rated
because they are issued by indirect branches of government. Such paper is issued
as needs arise by an agency and is traded regularly in denominations  similar to
those in which government obligations are traded.
     The Fund will not engage in the  trading of  securities  for the purpose of
realizing  short-term  profits,  but it will adjust its  portfolio as considered
advisable in view of prevailing or anticipated  market conditions and the Fund's
investment  objective.  Accordingly,  the Fund may sell portfolio  securities in
anticipation  of a rise in interest rates and purchase  securities for inclusion
in its portfolio in anticipation of a decline in interest rates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                Moody's Rating            Portfolio Percentage
                --------------            --------------------
                      Baa                        _.__%
                      Ba                        __.__%
                       B                        __.__%
                       C                         _.__%

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

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

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

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

     The Fund will invest, under normal circumstances, at least 80% of its total
assets  in  securities  issued  or  guaranteed  by the  United  States  ("U.S.")
Government or its agencies or instrumentalities  (as described in the discussion
of Principal  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  "Principal
Government Securities Income Fund" discussion.

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

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

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

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

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

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

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

                Moody's Rating             Portfolio Percentage
                --------------             --------------------
                      Aaa                          .__%
                      AA                         __.__%
                       A                         __.__%
                      Baa                        __.__%
                      Ba                          _.__%

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

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

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

     MONEY MARKET FUNDS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

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

Repurchase Agreements/Lending Portfolio Securities

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

Forward Commitments

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

Warrants

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

Borrowing

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

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

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

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

Options

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

General

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

RISK FACTORS

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

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

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

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

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

HOW THE FUNDS ARE MANAGED

     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the  Funds is  Principal  Management  Corporation  (formerly  known  as  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 October
31, 1997, the Manager served as investment advisor for 28 such funds with assets
totaling approximately $_._ billion.

   
     The  Manager  is  responsible  for  investment  advisory,   managerial  and
administrative  services for the Funds. However,  under a Sub-Advisory Agreement
between Invista and the Manager,  Invista  performs all the investment  advisory
responsibilities of the Manager for the  Growth-Oriented  Funds (except the Real
Estate Fund),  the Government  Securities  Income Fund and the Limited Term Bond
Fund.  The  Manager  will  reimburse  Invista  for the cost of  providing  these
services.  Invista,  an indirectly  wholly-owned  subsidiary of Principal 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 October 31, 1997 were  approximately  $__._
billion.  Invista's  address is 1800 Hub Tower,  699 Walnut,  Des  Moines,  Iowa
50309.
    

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

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

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

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

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

Capital Value Fund           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.

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

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

High Yield Fund              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.

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

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

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

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

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

SmallCap Fund                ____________           Co-Manager: Mark T. Williams, CFA (MBA degree, Drake University). Vice
                             (Fund's inception)     President, Invista Capital Management, Inc., since 1995; Investment Officer, 
                                                    1992-1995. Co-Manager: John F. McClain, (MBA degree, Indiana University). 
                                                    Vice President, Invista Capital Management, Inc., since 1995; Investment 
                                                    Officer, 1992-1995.
                                                    
   
Tax-Exempt Bond              July, 1991             Daniel J. Garrett, CFA (MBA degree, Drake University). Assistant Director -
Fund                                                Investment Securities, Principal Mutual Life Insurance Company since 1994;
                                                    Prior thereto, Senior Analyst.
    

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

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

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

<S>      <C>                                        <C>                 <C>               <C>                <C>   
         Balanced Fund                              %                   %                 %                  %
         Blue Chip Fund                             %                   %                 %                  %
         Bond Fund                                  %                   %*                %                  %*
         Capital Value Fund                         %                   %                 %                  %
         Cash Management Fund                       %                   %*                %                  %*
         Government Securities Income Fund          %                   %                 %                  %
         Growth Fund                                %                   %                 %                  %
         International Emerging Markets Fund                              
         International Fund                         %                   %                 %                  %
         International SmallCap Fund                                      
         High Yield Fund                            %                   %                 %                  %
         Limited Term Bond Fund                     %                   %*                %                  %*
         MidCap Fund                                %                   %                 %                  %
         Tax-Exempt Bond Fund                       %                   %                 %                  %
         Tax-Exempt Cash Management Fund            %                   %*                %                  %*
         Utilities Fund                             %                   %*                %                  %*
<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, 1997. 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,
1995,  1996, and 1997,  PFS received fees in the amount of $991,520,  $1,650,714
and $_,___,___ respectively, in consideration of the services it rendered to the
Cash Management Fund. During the fiscal years ending October 31, 1995, 1996, and
1997  PFS  received  fees in the  amount  of  $191,789,  $254,083  and  $___,___
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 Cash  Management  Fund may be  purchased  only by an
exchange from Class B shares of the Principal Funds. Shares of each of the other
Principal Funds may be purchased by mail, by telephone or by exchange from other
Principal Funds.

     Investments  by Mail.  Shares of the Funds may be purchased by submitting a
completed  application  and check made  payable to 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: Principal
Management  Corporation,   Account  No.  3000499968;   for  further  credit  to:
investor's name and account number. Wire transfers may take two hours or more to
complete.  Investors may make special  arrangements to transmit orders for Money
Market Fund shares to Princor  prior to 3:00 p.m.  (Central  Time) on a day when
the Fund is open for business  with the  investor's  assurance  that payment for
such shares will be made by wiring  Federal Funds directly to Norwest Bank Iowa,
N.A. prior to 10:00 a.m. the following regular business day. Such orders will be
effected at the Fund's  offering price in effect on the date such purchase order
is received by Princor.  Wire  purchases  through a selected  dealer may involve
other procedures established by that dealer.

     Minimum  Purchase  Amount.  An investor may open an account with any of the
Funds with a minimum initial  investment of $1,000.  Accounts  established under
the Uniform  Gifts to Minors Act or Uniform  Transfers  Act may be funded with a
minimum  initial  investment  of $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 may be  subject  to a
contingent  deferred sales charge if redeemed within 18 months of purchase.  See
"Offering Price of Funds'  Shares." Class A shares of each of the Funds,  except
the Money Market Funds,  currently  bear a 12b-1 fee at the annual rate of up to
0.25%  (.15% for the  Limited  Term Bond Fund) of the Fund's  average net assets
attributable to Class A shares.  See  "Distribution  and  Shareholder  Servicing
Plans and Fees."

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

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

     Which  arrangement  is better for you?  The  decision  as to which class of
shares provides a more suitable  investment for an investor  depends on a number
of  factors,  including  the  amount  and  intended  length  of the  investment.
Investors  making  investments  that  qualify for reduced  sales  charges  might
consider Class A shares. Investors who prefer not to pay an initial sales charge
and who plan to hold their  investment for more than seven years (five years for
certain sponsored plans) might consider Class B shares.  Orders from individuals
for Class B shares  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 Except              Sales Charge for
                                    Limited Term Bond Fund        Limited Term Bond Fund          Dealers Allowance as
                                     Sales Charge as % of:         Sales Charge as % of:           % of Offering Price
                                   -----------------------       ------------------------    --------------------------------
                                   Offering      Net Amount      Offering      Net Amount    All Funds Except    Limited Term
                                     Price        Invested         Price        Invested     Limited Term Bond       Bond
                                   --------      ----------      --------      ----------    -----------------   ------------
<S>                                  <C>            <C>            <C>            <C>              <C>               <C>  
Less than $50,000                    4.75%          4.99%          1.50%          1.52%            4.00%             1.25%
$50,000 but less than $100,000       4.25%          4.44%          1.25%          1.27%            3.75%             1.00%
$100,000 but less than $250,000      3.75%          3.90%          1.00%          1.10%            3.25%             0.75%
$250,000 but less than $500,000      2.50%          2.56%          0.75%          0.76%            2.00%             0.50%
$500,000 but less than $1,000,000    1.50%          1.52%          0.50%          0.50%            1.25%             0.25%
$1,000,000 or more                     0              0              0             0               0.75%             0.25%
</TABLE>

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

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

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

   
     Investors  may be able to purchase  Class A shares at net asset value.  The
following persons may purchase Class A shares of the  Growth-Oriented  Funds and
Income-Oriented  Funds at the net asset  value  (without  a sales  charge):  (1)
Principal  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 prior to the date
of the purchase of Class A shares of the Funds, if the investment represents the
proceeds  of a  redemption  within  that 180 day  period of  shares  of  another
investment  company the purchase of which  included a front-end  sales charge or
the redemption of which was subject to a contingent  deferred sales charge; (10)
Unit  Investment  Trusts  sponsored by Principal  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  Principal  Tax-Exempt  Bond Fund and  Principal
Tax-Exempt  Cash  Management  Fund,  has  obtained an  exemptive  order from the
Securities  and  Exchange  Commission  ("SEC") to permit  each Fund to offer its
shares at net asset value to participants of certain annuity contracts issued by
Principal 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 Cash
Management Fund) are sold without an initial sales charge,  although a CDSC will
be imposed if you redeem  shares  within six years of  purchase  (five years for
certain sponsored plans).  The following types of shares may be redeemed without
charge at any time: (i) shares  acquired by reinvestment  of  distributions  and
(ii) shares otherwise  exempt from the CDSC, as described below.  Subject to the
foregoing exclusions,  the amount of the charge is determined as a percentage of
the lesser of the current market value or the cost of the shares being redeemed.
Therefore, when a share is redeemed, any increase in its value above the initial
purchase price is not subject to any CDSC. The amount of the CDSC will depend on
the number of years since you  invested and the dollar  amount  being  redeemed,
according to the following table:
<TABLE>
<CAPTION>

                                          Contingent Deferred Sales Charge
                                                 as a Percentage of
                                            Dollar Amount Subject to Charge
                                       -----------------------------------------
                                                                                        For Certain
            Years Since Purchase        For all Funds Except    For Limited Term       Sponsored Plans
                Payments Made          Limited Term Bond Fund       Bond Fund      (Commenced After 2/1/98)
            --------------------       ----------------------   ----------------   ------------------------
<S>  <C>                                        <C>                  <C>                   <C>  
     2 years or less                            4.0%                 1.25%                 3.00%
     more than 2 years, up to  4 years          3.0%                 0.75%                 2.00%
     more than 4 years, up to  5 years          2.0%                 0.50%                 1.00%
     more than 5 years, up to 6 years           1.0%                 0.25%                 None
     more than 6 years                          None                 None                  None
</TABLE>
    

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

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

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

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS AND FEES

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

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

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

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

DETERMINATION OF NET ASSET VALUE OF FUNDS' SHARES

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

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

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

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

DISTRIBUTION OF INCOME DIVIDENDS AND REALIZED CAPITAL GAINS

Growth-Oriented and Income-Oriented Funds
     Each of these  Funds  distributes  substantially  all of its net  income to
shareholders each year according to the following schedule:
<TABLE>
<CAPTION>
                Funds                                    Record date                         Payable date
                -----                                    -----------                         ------------
<S>                                              <C>                                     <C>   
     Growth
     Balanced, Blue Chip,                        three business days before              March 24, June 24,
     Real Estate, and Utilities                  each payable date                       September 24 and December 24

     Capital Value, Growth,                      three business days before              June 24 and December 24
     MidCap and SmallCap                         each payable date

     International, International                three business days before              December 24
     Emerging Markets and                        each payable date
     International SmallCap

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

     Net  realized  capital  gains  for  each  of the  Funds,  if  any,  will be
distributed  annually.  Generally  the  distribution  will be made on the fourth
business day of December,  to  shareholders  of record on the third business day
prior to the record date.

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

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

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

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

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

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

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

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

Dividend Relay Election

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

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

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

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

TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

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

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

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

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

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

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

HOW TO EXCHANGE SHARES

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

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

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

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

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

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

HOW TO SELL SHARES

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

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

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

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

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

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

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

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

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

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

PERIODIC WITHDRAWAL PLAN

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

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

     Redemptions  to pay insurance  premiums - Upon  completion of the necessary
authorization,  shareholders of Class A shares of the Money Market Funds who pay
insurance  or annuity  premiums or deposits to Principal  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
Principal Cash Management Fund or Principal Tax-Exempt Cash Management Fund will
be knowingly accepted by Princor Financial  Services  Corporation while periodic
withdrawals  under this plan are being made,  unless the  purchase  represents a
substantial addition to the shareholder's account.

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

PERFORMANCE CALCULATION

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

Growth-Oriented and Income-Oriented Funds

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

Money Market Funds

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

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

GENERAL INFORMATION ABOUT A FUND ACCOUNT

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

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

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

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

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

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

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

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

     3.   To change the ownership of the account;

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

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

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

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

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

RETIREMENT PLANS

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

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

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

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

     As  of  __________,   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 Value Fund                      _,___,___            __.__%
     International Emerging Markets Fund     _,___,___            __.__%
     International SmallCap Fund             _,___,___            __.__%
     Limited Term Bond Fund                  _,___,___            __.__%

ADDITIONAL INFORMATION

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

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

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

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

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

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

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



   
      This  Prospectus  describes a family of  investment  companies ("Principal
Funds" formerly known as "Princor  Funds") which has been organized by Principal
Mutual Life Insurance Company. Together the Funds provide the following range of
investment objectives:
    

                              GROWTH-ORIENTED FUNDS

                                    Domestic

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

Principal Blue Chip Fund, Inc.  (formerly known as 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.

Principal   Capital  Value  Fund,  Inc.   (formerly  known  as  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.

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

Principal  MidCap Fund, Inc.  (formerly  known as Princor  Emerging Growth Fund,
Inc.) seeks to achieve long-term capital  appreciation by investing primarily in
securities of emerging and other growth-oriented companies.

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

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

Principal  Utilities Fund, Inc. (formerly known as 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. International
    

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

   
Principal  International Fund, Inc. (formerly known as 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.

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

                              INCOME-ORIENTED FUNDS

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



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

                 The date of this Prospectus is _______________.

   
Principal  Government  Securities  Income Fund, Inc.  (formerly known as 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.

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

Principal  Limited Term Bond Fund, Inc.  (formerly known as 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 Funds

   
Principal Cash Management Fund, Inc.  (formerly known as 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  Principal  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 Principal 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 Principal Funds that
an investor  should know before  investing.  It should be read and  retained for
future reference.

     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information  dated  __________  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................................................................  3
     Financial Highlights....................................................  9
     Investment Objectives, Policies and Restrictions........................ 18
         Growth-Oriented Funds............................................... 18
             Domestic........................................................ 18
             International................................................... 23
         Income-Oriented Funds............................................... 24
         Money Market Fund................................................... 29
         Certain Investment Policies and Restrictions........................ 30
     Risk Factors............................................................ 31
     How the Funds are Managed............................................... 32
     How to Purchase Shares.................................................. 35
     Offering Price of Funds' Shares ........................................ 36
     Distribution and Shareholder Servicing Plans and Fees................... 37
     Determination of Net Asset Value of Funds' Shares....................... 37
     Distribution of Income Dividends and Realized Capital Gains ............ 38
     Tax Treatment of the Funds, Dividends and Distributions ................ 40
     How to Exchange Shares.................................................. 41
     How to Sell Shares...................................................... 41
     Periodic Withdrawal Plan................................................ 43
     Performance Calculation................................................. 43
     General Information About a Fund Account................................ 44
     Shareholder Rights...................................................... 44
     Additional Information.................................................. 45

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

OVERVIEW

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

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment  companies.  Each of the Principal Funds described in this
Prospectus 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) people who receive
lump sum distributions (other than distributions  received as a result of a plan
termination) from certain retirement plans administered by Principal Mutual Life
Insurance Company under the terms of a written service agreement  ("Administered
Employee  Benefit  Plans")  to  fund  individual   retirement  accounts  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.

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,  1997,  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,  1997,
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>
                                                           Shareholder Transaction Expenses

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


               Class A Shares
               --------------
<S>                                                  <C>                       <C>          <C>             <C>
     All Funds except Limited Term Bond Fund
       and Money Market Funds                        4.75%                     None         None            None
     Limited Term Bond Fund                          1.50%                     None         None            None
     Money Market Funds                              None                      None         None            None

               Class R Shares
               --------------
     All Funds                                       None                      None         None            None
<FN>
     * A wire charge of $6.00 will be deducted for all wire transfers.
</FN>
</TABLE>
<TABLE>
<CAPTION>
    ----------------------------------------------------------------------------------------
                                              CLASS R SHARES
    TABLE A                                         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                               %          %         %              %
     Blue Chip Fund
     Bond Fund                                                                      **
     Capital Value Fund
     Cash Management Fund                                                           *
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund                                            **
     International Fund
     International SmallCap Fund                                                    **
     Limited Term Bond Fund                                                         *
     MidCap Fund
     Real Estate Fund                         .90        .75       .55              ***
     SmallCap Fund                            .85        .75       .55              ***
     Utilities Fund
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
    ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
    ---------------------------------------------------------------------------------------- 
                                             CLASS A SHARES
    TABLE B                                        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                               %          %         %              %
     Blue Chip Fund
     Bond Fund                                                                       *
     Capital Value Fund
     Cash Management Fund                               None                         *
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund                                             ****
     International Fund
     International SmallCap Fund                                                     ****
     Limited Term Bond Fund                                                          *
     MidCap Fund
     Real Estate Fund                         .90        .25       .55           1.70***
     SmallCap Fund                            .85        .25       .55           1.65***
     Utilities Fund                                                                  *
<FN>
     *   After waiver.
     **  Annualized
     ****Estimated expenses.
</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                               $         $         $         $         $         $          $         $
     Blue Chip Fund                              $         $         $         $         $         $          $         $
     Bond Fund                                   $         $         $         $         $         $          $         $
     Capital Value Fund                          $         $         $         $         $         $          $         $
     Cash Management Fund                        $         $         $         $         $         $          $         $
     Government Securities Income Fund           $         $         $         $         $         $          $         $
     Growth Fund                                 $         $         $         $         $         $          $         $
     High Yield Fund                             $         $         $         $         $         $          $         $
     International Emerging Markets Fund         $         $         $         $       N/A       N/A        N/A       N/A
     International Fund                          $         $         $         $         $         $          $         $
     International SmallCap Fund                 $         $         $         $       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                      $         $         $         $         $         $          $         $
     MidCap Fund                                 $         $         $         $         $         $          $         $
     Real Estate Fund                          $64       $22       $99       $69       N/A       N/A        N/A       N/A
     SmallCap Fund                             $63       $22       $97       $67       N/A       N/A        N/A       N/A
     Utilities Fund                              $         $         $         $         $         $          $         $
<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 you  understand the various
expenses that you will pay, 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 Princor  Financial  Services  Corporation  ("Princor") as 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, 1997.  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,  1997 for the Class A shares  would have
amounted to .__% for the Bond Fund, .__% for the Cash Management Fund, _.__% for
the Limited  Term Bond Fund and _.__% for the  Utilities  Fund,  and for Class R
shares,  _.__% for the Bond Fund, _.__% for the Limited Term Bond Fund and _.__%
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

   
     Investor objectives and risk tolerances vary. For example,  some of you may
want growth to help accumulate assets prior to retirement or 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  assist  you in to
choosing one or more Funds based on your  willingness  to assume  various risks.
The Funds offer:

     Professional   Investment  Management:   Principal  Management  Corporation
(formerly  known as Princor  Management  Corporation) is the Manager for each of
the Funds. The Manager employs  experienced  securities  analysts to provide you
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:  Principal Funds allow you to diversify your assets across
dozens of securities issued by a number of issuers. In addition, you may further
diversify  by  investing  in  several  of  the  Funds.  Diversification  reduces
investment risk.

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

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

     Dividends:   Each  Fund  will  normally   declare  a  dividend  payable  to
shareholders from investment income in accordance with its distribution  policy.
Dividends  payable for Class 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:   You  will  receive
quarterly   statements  of  account  with   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,  you may complete  certain  transactions and access
account information by telephoning 1-800-247-4123.
    

Investment Objectives of the Funds

                              GROWTH-ORIENTED FUNDS

                                    Domestic

               Fund                              Investment Objectives

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

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

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

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

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

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

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

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

                                  International

               Fund                              Investment Objectives

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

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

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

                              Income-Oriented Funds

               Fund                            Investment Objectives

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

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

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

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

                                Money Market Fund

               Fund                          Investment Objectives

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

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

The Risks of Investing

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

How to Buy Shares

   
     You can buy shares by completing an Account Application or a Princor IRA or
SEP-IRA  Application  provided  by  Princor.  Mail  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
initial investment for an account  established under the Uniform Gifts to Minors
Act or Uniform Transfers Act is $250. The minimum subsequent investment is $100.
See "How to Purchase Shares" and "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 have 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 Principal  Funds may be exchanged for shares of the same Class of
other Principal Funds without a sales charge or administrative fee under certain
conditions as described under "How to Exchange  Shares." Shares may be exchanged
by telephone or written request. Also, dividends and capital gains distributions
from   shares  of  a  Class  of  one   Principal   Fund  may  be   automatically
"cross-reinvested"  in shares of the same Class of another  Principal  Fund. See
"Distribution of Income Dividends and Realized Capital Gains."
    

How to Sell Shares

   
     You may sell (redeem) shares 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
you 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 tables  that  follow are based on  information  included  in the Funds'
annual  financial  statements  which have been  audited  by Ernst & Young,  LLP,
independent  auditors.  Their report on the financial  statements  and financial
highlights  are  incorporated  by  reference  (legally  made as part of) in this
Prospectus . A free copy of the financial  statements may be obtained by calling
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>

 INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

   
     GROWTH-ORIENTED FUNDS

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

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

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

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

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

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

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

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

DOMESTIC

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

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

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

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

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

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

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

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

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

     The Fund will invest primarily in common stocks, but it may invest in other
equity securities. In making selections for the Fund's investment portfolio, the
Manager will use an approach described broadly as that of fundamental  analysis,
which is discussed in the Statement of Additional Information. 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   
     While the Fund will invest  primarily in the  securities of public  utility
companies,  it may invest up to 35% of its total assets in those securities that
are permissible  investments for the Balanced Fund. See "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.

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

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

INTERNATIONAL

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

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

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

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

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

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

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

     The Fund  intends that its  investments  normally  will be allocated  among
various  countries.  Although there is no limitation on the percentage of assets
that may be invested in any one country or denominated in any one currency,  the
Fund intends under normal  market  conditions to have at least 65% of its assets
invested in securities  issued by corporations of at least three countries,  one
of which may be the  United  States.  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.

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

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

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

     INCOME-ORIENTED FUNDS

   
     The Principal Funds 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 Principal Bond Fund, Principal Government Securities
Income Fund,  Principal  High Yield Fund and  Principal  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").

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

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

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

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

                   Moody's Rating               Portfolio Percentage
                  ---------------               --------------------

                         Aa                             .__%
                          A                           __.__
                         Baa                          __.__
                         Ba                            _.__
                          B                            _.__

     The preceding  percentage for A rated  securities  includes .__% of unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.
    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  Moody's Rating                Portfolio Percentage

                        Baa                             _.__%
                        Ba                             __.__
                         B                             __.__
                         C                              _.__

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

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

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

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

     The Fund will invest, under normal circumstances, at least 80% of its total
assets  in  securities  issued  or  guaranteed  by the  United  States  ("U.S.")
Government or its agencies or instrumentalities  (as described in the discussion
of Principal  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  "Principal
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 Principal  Funds  currently  include one Fund  offering  Class R shares
which seeks a high level of income through investments in short-term securities.
This Fund is Principal  Cash  Management  Fund  referred to as the "Money Market
Fund."  Securities in which the Principal 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)  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.

   
     Principal  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 Principal Cash  Management Fund is to seek as high a level
of  current  income  available  from  short-term  securities  as  is  considered
consistent  with  preservation  of  principal  and  maintenance  of liquidity by
investing  its assets in a portfolio  of money market  instruments.  These money
market  instruments  are U.S.  Government  Securities,  U.S.  Government  Agency
Securities,  Bank  Obligations,  Commercial  Paper,  Short-term  Corporate Debt,
Taxable  Municipal  Obligations 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.

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

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

Forward Commitments

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

Warrants

   
     Each  of  the  Funds,  except  the  Cash  Management  Fund  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  International  Emerging  Markets  Fund,
International  Fund and  International  SmallCap  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 the Capital  Value,  Cash  Management,  Growth,
Tax-Exempt Bond and Tax-Exempt Cash Management Funds may borrow only from banks.
Further,  each Fund may borrow only in an amount not exceeding 5% of its assets,
except:

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

   
     Each  of  the  Funds  (except  Capital  Value,  Cash  Management,   Growth,
Tax-Exempt  Bond and  Tax-Exempt  Cash  Management  Funds) may purchase  covered
spread  options,  which would give the Fund the right to sell a security that it
owns at a fixed  dollar  spread  or yield  spread  in  relationship  to  another
security  that the Fund does not own,  but which is used as a  benchmark.  These
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  Principal Funds may invest in foreign  securities to
the indicated percentage of its assets:  International,  International  Emerging
Markets and  International  SmallCap Funds - 100%; Real Estate - 25%;  Balanced,
Blue Chip,  Bond,  Capital Value,  High Yield,  Limited Term Bond Fund,  MidCap,
SmallCap and Utilities  Funds - 20%. The Government  Securities  Income Fund may
not  invest in foreign  securities.  The Cash  Management  and  Tax-Exempt  Cash
Management  Funds do not invest in foreign  securities other than those that are
United States dollar  denominated.  United States dollar  denominated means that
all principal and interest payments for the security are payable in U.S. dollars
and that the interest rate of, the principal  amount to be repaid and the timing
of payments  related to the  securities do not vary or float with the value of a
foreign  currency,  the rate of interest on foreign currency  borrowings or with
any  other  interest  rate or index  expressed  in a  currency  other  than U.S.
dollars.  Debt securities issued in the United States pursuant to a registration
statement  filed with the Securities and Exchange  Commission are not treated as
foreign  securities  for purposes of these  limitations.  Investment  in foreign
securities  presents  certain  risks which may affect a Fund's net asset  value.
These risks include,  but are not limited to, those resulting from  fluctuations
in currency exchange rates, revaluation of currencies, the imposition of foreign
taxes,  the  withholding  of taxes on  dividends  at the source,  political  and
economic  developments  including  war,  expropriations,   nationalization,  the
possible imposition of currency exchange controls and other foreign governmental
laws or  restrictions,  reduced  availability of public  information  concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements  comparable to those applicable to domestic  issuers.
In addition,  transactions in foreign securities may be subject to higher costs,
and the time for settlement of transactions in foreign  securities may be longer
than the settlement period for domestic issuers.  A Fund's investment in foreign
securities may also result in higher  custodial  costs and the costs  associated
with currency conversions.
    

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

HOW THE FUNDS ARE MANAGED

   
     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the Funds is Principal Management Corporation (the "Manager") (formerly known as
Princor  Management  Corporation),  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 October
31, 1997, the Manager served as investment advisor for 28 such funds with assets
totaling approximately $_._ billion.

     The  Manager  is  responsible  for  investment  advisory,   managerial  and
administrative  services for the Funds. However,  under a Sub-Advisory Agreement
between Invista Capital Management,  Inc.  ("Invista") and the Manager,  Invista
performs all the  investment  advisory  responsibilities  of the Manager for 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.  Assets  under  management  at  October  31,  1997 were
approximately  $__._ 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 Fund             April, 1993           Judith A. Vogel, CFA (BA degree, Central College). Vice President, Invista
                                                Capital Management, Inc., since 1987.

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

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

Capital Value Fund        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.

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

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

High Yield Fund           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.

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

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

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

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

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

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

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


     Until  August 1, 1988 the 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,  1997 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 Fund                       .60%       1.28%      .60%      1.49%
     Blue Chip Fund                      .50%       1.33%      .50%      1.48%
     Bond Fund                           .47%        .95%*     .50%      1.28%*
     Capital Value Fund                  .43%        .69%      .45%      1.16%
     Cash Management Fund                .37%        .66%*     .38%       .99%*
     Government Securities Income Fund   .46%        .81%      .46%      1.18%
     Growth Fund                         .46%       1.08%      .46%      1.42%
     High Yield Fund                     .60%       1.26%      .60%      1.59%
     International Fund                  .73%       1.45%      .73%      1.59%
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund              .23%        .89%*     .11%      1.40%*
     MidCap Fund                         .62%       1.32%      .62%      1.53%
     Utilities Fund                      .52%       1.17%*     .60%      1.47%*
     *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, 1997.  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,
1995,  1996, and 1997,  PFS received fees in the amount of $991,520,  $1,650,714
and $__________  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  and mailing it to  Princor.  You may obtain  either of
these applications by calling Princor at  1-800-774-6267.  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. You may open an account with any of the Funds with
a minimum initial  investment of $1,000 ($250 for an IRA or account  established
under the  Uniform  Gifts to Minors Act or Uniform  Transfers  Act).  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. You 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
you the  benefit  of  putting  all of your  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  Principal fund will convert into Class A shares based
on the time of the initial purchase. (See "How to Exchange Shares".) At the same
time,  a pro rata  portion  of all  shares  purchased  through  reinvestment  of
dividends and distributions would convert into Class A shares, with that portion
determined by the ratio that the  shareholder's  Class R shares  converting into
Class A shares bears to your 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.  If you  invest  less  than $1  million  in Class A shares
(except Class A shares of the Cash Management  Fund),  you pay 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 may be  subject  to a  contingent
deferred  sales charge if redeemed  within 18 months of purchase.  See "Offering
Price of Funds'  Shares."  Class A shares of each of the Funds,  except the 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."

     Which  arrangement  is better for you?  The  decision  as to which class of
shares  provides  a more  suitable  investment  for you  depends  on a number of
factors, including the amount and intended length of the investment.  Orders for
Class R shares  for $1  million  or more will be  treated as orders for Class A.
They 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.
    

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 Principal 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 Except              Sales Charge for
                                    Limited Term Bond Fund        Limited Term Bond Fund         Dealers Allowance as
                                     Sales Charge as % of:         Sales Charge as % of:          % of Offering Price
                                   ------------------------      ------------------------    --------------------------------

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

<S>                                 <C>            <C>            <C>            <C>              <C>               <C>  
Less than $50,000                   4.75%          4.99%          1.50%          1.52%            4.00%             1.25%
$50,000 but less than $100,000      4.25%          4.44%          1.25%          1.27%            3.75%             1.00%
$100,000 but less than $250,000     3.75%          3.90%          1.00%          1.10%            3.25%              .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 Principal 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.
    

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

   
     Investors may be eligible to buy Class A shares at reduced  sales  charges.
Purchasers  of Class A shares  may  benefit  from  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
     Each of these  Funds  distributes  substantially  all of its net  income to
shareholders each year according to the following schedule:
<TABLE>
<CAPTION>

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

     Capital Value, Growth,                      three business days before              June 24 and December 24
     MidCap and SmallCap                         each payable date

     International, International                three business days before              December 24
     Emerging Markets and                        each payable date
     International SmallCap

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

     Net  realized  capital  gains  for  each  of the  Funds,  if  any,  will be
distributed  annually.  Generally  the  distribution  will be made on the fourth
business day of December,  to  shareholders  of record on the third business day
prior to the record date.

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

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

Money Market 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 Principal  funds  invested in shares of the same class of one of
the other  Principal  funds.  This  Dividend  Relay  Election can be made on the
application  or  at  any  time  on 10  days  written  notice  or,  if  telephone
transaction  services  apply  to  the  account  from  which  the  dividends  and
distributions originate, on 10 days notice by telephone to the Fund. A signature
guarantee  may be required to make the  Dividend  Relay  Election.  See "General
Information  About a Fund Account." There is no  administrative  charge for this
service.  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.

Individual Retirement Accounts

     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;  distributions
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;
distributions  for medical  expenses;  distributions  for  certain  unemployment
expenses and  distributions  after 1997 for first home purchases (up to $10,000)
and higher education expenses.

     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.

Non-IRA Accounts

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

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

Withholding

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

     You  may  exercise  the  telephone   exchange   privilege  by   telephoning
1-800-247-4123.  If all  telephone  lines  are  busy,  you  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. You bear
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 Principal fund
account used to fund the shareholder's IRA.

     General - If you do 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. You
may receive shares in exchange only if they may be legally offered in your 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 Principal  Management
Corporation  believes  doing so would be in the best  interest of the Fund,  the
Fund reserves the right to revise or terminate the exchange privilege, limit the
amount or number of exchanges or reject any  exchange.  You would be notified of
any such action to the extent  required by law. You 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.  You 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.

   
     You  may  exercise  the  telephone   redemption  privilege  by  telephoning
1-800-247-4123.  If all  telephone  lines  are  busy,  you  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. You
bear 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 your 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.

PERIODIC WITHDRAWAL PLAN

   
     You may  request  that a fixed  number  of Class A shares or Class R shares
($25  initial  minimum  amount)  or  enough  Class A shares or Class R shares to
produce a fixed amount of money ($25 initial  minimum  amount) be withdrawn from
an account monthly,  quarterly,  semiannually or annually.  Periodic withdrawals
from non-Money Market Fund Class A share accounts opened with purchases of Class
A shares of $1,000,000 or more, may be subject to a CDSC. However, each year you
may  make  periodic  withdrawals  of up to 10% of the  value  of a Class A share
account  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 the Class A 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 the
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.  An investor may initiate a
Periodic  Withdrawal  Plan by signing an Agreement for Periodic  Withdrawal Form
and depositing any share  certificate that has been issued, or if no certificate
has been issued and  telephone  transaction  services  apply to the account,  by
telephoning 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 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.  Your  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 only when requested.  You will receive a
quarterly  statement of account for the Fund(s) in which you have invested.  The
statement contains 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 your  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 or selected administrators of qualified
         retirement plans;
    

     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.

   
     Your  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 you.  Involuntary  redemptions  will not be
triggered  solely  by  market  activity.  You  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 Principal  Funds
described in this prospectus.  Except for Tax-Exempt Cash Management Fund (Class
A shares only) and Tax-Exempt Bond Fund (Class A and Class B shares only),  each
Fund's  shares are  currently  divided  into three  classes.  Each Fund share is
entitled to one vote with fractional shares voting proportionately.  The 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  _______________,  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 Value Fund
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund
    

ADDITIONAL INFORMATION

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

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

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000  shares of common stock  (2,000,000,000  for 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
Principal Funds.

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



      This  Prospectus  describes a family of  investment  companies ("Principal
Funds" formerly known as "Princor  Funds") which has been organized by Principal
Mutual Life Insurance Company. Together the Funds provide the following range of
investment objectives:

                              GROWTH-ORIENTED FUNDS

                                    Domestic

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

Principal Blue Chip Fund, Inc.  (formerly known as 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.

Principal   Capital  Value  Fund,  Inc.   (formerly  known  as  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.

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

Principal  MidCap Fund, Inc.  (formerly  known as Princor  Emerging Growth Fund,
Inc.) seeks to achieve long-term capital  appreciation by investing primarily in
securities of emerging and other growth-oriented companies.

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

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

Principal  Utilities Fund, Inc. (formerly known as 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. International

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

Principal  International Fund, Inc. (formerly known as 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.

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

                              INCOME-ORIENTED FUNDS

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



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

                 The date of this Prospectus is _______________.

Principal  Government  Securities  Income Fund, Inc.  (formerly known as 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.

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

Principal  Limited Term Bond Fund, Inc.  (formerly known as 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 Funds

Principal Cash Management Fund, Inc.  (formerly known as 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  Principal  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 Principal 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 Principal Funds that
an investor  should know before  investing.  It should be read and  retained for
future reference.

     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information  dated  __________  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................................................................  3
     Financial Highlights....................................................  9
     Investment Objectives, Policies and Restrictions........................ 18
         Growth-Oriented Funds............................................... 18
             Domestic........................................................ 18
             International................................................... 23
         Income-Oriented Funds............................................... 24
         Money Market Fund................................................... 29
         Certain Investment Policies and Restrictions........................ 30
     Risk Factors............................................................ 31
     How the Funds are Managed............................................... 32
     How to Purchase Shares.................................................. 35
     Offering Price of Funds' Shares ........................................ 36
     Distribution and Shareholder Servicing Plans and Fees................... 37
     Determination of Net Asset Value of Funds' Shares....................... 37
     Distribution of Income Dividends and Realized Capital Gains ............ 38
     Tax Treatment of the Funds, Dividends and Distributions ................ 40
     How to Exchange Shares.................................................. 41
     How to Sell Shares...................................................... 41
     Periodic Withdrawal Plan................................................ 43
     Performance Calculation................................................. 43
     General Information About a Fund Account................................ 44
     Shareholder Rights...................................................... 44
     Additional Information.................................................. 45

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

OVERVIEW

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

     The  Principal  Funds are  separately  incorporated,  open-end  diversified
management investment  companies.  Each of the Principal Funds described in this
Prospectus 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) people who receive
lump sum distributions (other than distributions  received as a result of a plan
termination) from certain retirement plans administered by Principal Mutual Life
Insurance Company under the terms of a written service agreement  ("Administered
Employee  Benefit  Plans")  to  fund  individual   retirement  accounts  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.
    

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,  1997,  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,  1997,
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>
                                                           Shareholder Transaction Expenses

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


               Class A Shares
               --------------
<S>                                                  <C>                       <C>          <C>             <C>
     All Funds except Limited Term Bond Fund
       and Money Market Funds                        4.75%                     None         None            None
     Limited Term Bond Fund                          1.50%                     None         None            None
     Money Market Funds                              None                      None         None            None

               Class R Shares
               --------------
     All Funds                                       None                      None         None            None
<FN>
     * A wire charge of $6.00 will be deducted for all wire transfers.
</FN>
</TABLE>
<TABLE>
<CAPTION>
    ----------------------------------------------------------------------------------------
                                              CLASS R SHARES
    TABLE A                                         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                               %          %         %              %
     Blue Chip Fund
     Bond Fund                                                                      **
     Capital Value Fund
     Cash Management Fund                                                           *
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund                                            **
     International Fund
     International SmallCap Fund                                                    **
     Limited Term Bond Fund                                                         *
     MidCap Fund
     Real Estate Fund                         .90        .75       .55              ***
     SmallCap Fund                            .85        .75       .55              ***
     Utilities Fund
<FN>
     *   After waiver.
     **  Annualized
     *** Estimated expenses.
</FN>
    ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
    ---------------------------------------------------------------------------------------- 
                                             CLASS A SHARES
    TABLE B                                        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                               %          %         %              %
     Blue Chip Fund
     Bond Fund                                                                       *
     Capital Value Fund
     Cash Management Fund                               None                         *
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund                                             ****
     International Fund
     International SmallCap Fund                                                     ****
     Limited Term Bond Fund                                                          *
     MidCap Fund
     Real Estate Fund                         .90        .25       .55           1.70***
     SmallCap Fund                            .85        .25       .55           1.65***
     Utilities Fund                                                                  *
<FN>
     *   After waiver.
     **  Annualized
     ****Estimated expenses.
</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                               $         $         $         $         $         $          $         $
     Blue Chip Fund                              $         $         $         $         $         $          $         $
     Bond Fund                                   $         $         $         $         $         $          $         $
     Capital Value Fund                          $         $         $         $         $         $          $         $
     Cash Management Fund                        $         $         $         $         $         $          $         $
     Government Securities Income Fund           $         $         $         $         $         $          $         $
     Growth Fund                                 $         $         $         $         $         $          $         $
     High Yield Fund                             $         $         $         $         $         $          $         $
     International Emerging Markets Fund         $         $         $         $       N/A       N/A        N/A       N/A
     International Fund                          $         $         $         $         $         $          $         $
     International SmallCap Fund                 $         $         $         $       N/A       N/A        N/A       N/A
     Limited Term Bond Fund                      $         $         $         $         $         $          $         $
     MidCap Fund                                 $         $         $         $         $         $          $         $
     Real Estate Fund                          $64       $22       $99       $69       N/A       N/A        N/A       N/A
     SmallCap Fund                             $63       $22       $97       $67       N/A       N/A        N/A       N/A
     Utilities Fund                              $         $         $         $         $         $          $         $
<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 you  understand the various
expenses that you will pay, 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 Princor  Financial  Services  Corporation  ("Princor") as 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, 1997.  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,  1997 for the Class A shares  would have
amounted to .__% for the Bond Fund, .__% for the Cash Management Fund, _.__% for
the Limited  Term Bond Fund and _.__% for the  Utilities  Fund,  and for Class R
shares,  _.__% for the Bond Fund, _.__% for the Limited Term Bond Fund and _.__%
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

     Investor objectives and risk tolerances vary. For example,  some of you may
want growth to help accumulate assets prior to retirement or 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  assist  you in to
choosing one or more Funds based on your  willingness  to assume  various risks.
The Funds offer:

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

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

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

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

     Dividends:   Each  Fund  will  normally   declare  a  dividend  payable  to
shareholders from investment income in accordance with its distribution  policy.
Dividends  payable for Class 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:   You  will  receive
quarterly   statements  of  account  with   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,  you may complete  certain  transactions and access
account information by telephoning 1-800-247-4123.

Investment Objectives of the Funds

                              GROWTH-ORIENTED FUNDS

                                    Domestic

               Fund                              Investment Objectives

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

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

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

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

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

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

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

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

                                  International

               Fund                              Investment Objectives

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

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

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

                              Income-Oriented Funds

               Fund                            Investment Objectives

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

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

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

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

                                Money Market Fund

               Fund                          Investment Objectives

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

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

The Risks of Investing

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

How to Buy Shares

     You can buy shares by completing an Account Application or a Princor IRA or
SEP-IRA  Application  provided  by  Princor.  Mail  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
initial investment for an account  established under the Uniform Gifts to Minors
Act or Uniform Transfers Act is $250. The minimum subsequent investment is $100.
See "How to Purchase Shares" and "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 have 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 Principal  Funds may be exchanged for shares of the same Class of
other Principal Funds without a sales charge or administrative fee under certain
conditions as described under "How to Exchange  Shares." Shares may be exchanged
by telephone or written request. Also, dividends and capital gains distributions
from   shares  of  a  Class  of  one   Principal   Fund  may  be   automatically
"cross-reinvested"  in shares of the same Class of another  Principal  Fund. See
"Distribution of Income Dividends and Realized Capital Gains."

How to Sell Shares

     You may sell (redeem) shares 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
you 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 tables  that  follow are based on  information  included  in the Funds'
annual  financial  statements  which have been  audited  by Ernst & Young,  LLP,
independent  auditors.  Their report on the financial  statements  and financial
highlights  are  incorporated  by  reference  (legally  made as part of) in this
Prospectus . A free copy of the financial  statements may be obtained by calling
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>

 INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

     GROWTH-ORIENTED FUNDS

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

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

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

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

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

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

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

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

DOMESTIC

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     In selecting  securities for investment,  the Fund will look at stocks with
both "growth" and "value" characteristics, with no consistent preference between
the two categories. The growth orientation emphasizes buying stocks of companies
whose  potential  for growth of capital  and  earnings  is  expected to be above
average.  The value  orientation  emphasizes  buying  stocks at less than  their
intrinsic value and avoiding those whose price has been speculatively bid up.

Principal Utilities Fund
     The investment  objective of Principal Utilities Fund is to provide current
income and long-term growth of income and capital. The Fund seeks to achieve its
investment   objective  by  investing   primarily  in  equity  and  fixed-income
securities  of  companies  engaged in the public  utilities  industry.  The term
"public  utilities  industry"  consists of companies engaged in the manufacture,
production, generation,  transmission, sale and distribution of gas and electric
energy,  as well as companies  engaged in the  communications  field,  including
telephone,   telegraph,  satellite,  microwave  and  other  companies  providing
communication  facilities  for the public,  but  excluding  public  broadcasting
companies.  For purposes of the Fund, a company will be  considered to be in the
public utilities  industry if, during the most recent  twelve-month  period,  at
least 50% of the company's gross revenues,  on a consolidated  basis, is derived
from the public utilities industry. Under normal market conditions, the Fund, as
an  investment  policy,  will invest at least 65%, and may invest up to 100%, of
its total assets in  securities of companies in the public  utilities  industry,
and as a matter of fundamental  policy will invest no less than 25% of its total
assets in those securities.  As a non-fundamental  policy,  the Fund may not own
more  than 5% of the  outstanding  voting  securities  of more  than one  public
utility company as defined by the Public Utility Holding Company Act of 1935.

     The Fund invests in both equity  securities  (as defined  previously  under
"Growth-Oriented  Funds")  and fixed-  income  securities  (bonds and  preferred
stock) in the public utilities industry. The Fund does not have any set policies
to concentrate within any particular segment of the utilities industry. The Fund
will shift its asset allocation without  restriction  between types of utilities
and  between  equity  and  fixed-income  securities  based  upon  the  Manager's
determination  of how to achieve  the Fund's  investment  objective  in light of
prevailing  market,  economic  and  financial  conditions.  For  example,  at  a
particular  time the  Manager  may choose to  allocate  up to 100% of the Fund's
assets in a particular type of security (for example, equity securities) or in a
specific utility industry segment (for example, electric utilities).

     Fixed-income  securities  in which the Fund may invest are debt  securities
and preferred  stocks,  which are rated at the time of purchase Baa or better by
Moody's  or BBB or better by S&P,  or which,  if  unrated,  are  deemed to be of
comparable  quality by the Fund's  Manager.  A  description  of  corporate  bond
ratings is contained in the Appendix to the Statement of Additional Information.
The rating  services'  descriptions  of Baa or BBB  securities  are as  follows:
Moody's Investors  Service,  Inc. Bond ratings -- Baa: Bonds which are rated Baa
are  considered  as medium  grade  obligations,  i.e.,  they are neither  highly
protected nor poorly secured.  Interest  payments and principal  security appear
adequate for the present but certain  protective  elements may be lacking or may
be characteristically  unreliable over any great length of time. Such bonds lack
outstanding   investment   characteristics   and  in   fact   have   speculative
characteristics  as well.  Standard and Poor's  Corporation Bond Ratings -- BBB:
Debt rated "BBB" is regarded as having an adequate  capacity to pay interest and
repay principal.  Whereas it normally exhibits adequate  protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a  weakened  capacity  to pay  interest  and  repay  principal  for debt in this
category than for debt in higher-rated categories.

     If a  fixed-income  security  held by the Fund is  rated  BBB or Baa and is
subsequently down graded by a rating agency,  the Fund will retain such security
in its portfolio until the Manager determines that it is practicable to sell the
security without undue market or tax consequences to the Fund.

     While the Fund will invest  primarily in the  securities of public  utility
companies,  it may invest up to 35% of its total assets in those securities that
are permissible  investments for the Balanced Fund. See "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.

     The public utilities  industry as a whole has certain  characteristics  and
risks particular to that industry.  Unlike industrial companies, the rates which
utility companies may charge their customers generally are subject to review and
limitation by governmental  regulatory  commissions.  Although rate changes of a
utility usually  fluctuate in approximate  correlation with financing costs, due
to political and regulatory factors rate changes ordinarily occur only following
a delay after the changes in financing costs. This factor will tend to favorably
affect a utility company's  earnings and dividends in times of decreasing costs,
but conversely  will tend to adversely  affect earnings and dividends when costs
are rising. In addition,  the value of public utility debt securities (and, to a
lesser extent,  equity securities) tends to have an inverse  relationship to the
movement of interest rates.

     Among the risks affecting the utilities  industry are the following:  risks
of increases in fuel and other  operating  costs;  the high cost of borrowing to
finance  capital  construction  during  inflationary  periods;  restrictions  on
operations  and  increased  costs and delays  associated  with  compliance  with
environmental  and nuclear  safety  regulations;  the  difficulties  involved in
obtaining  natural  gas  for  resale  or  fuel  for  generating  electricity  at
reasonable  prices;  the risks in connection with the construction and operation
of nuclear  power  plants;  the  effects of energy  conservation  and effects of
regulatory  changes,  such as the possible  adverse effects on profits of recent
increased competition among  telecommunications  companies and the uncertainties
resulting   from  such   companies'   diversification   into  new  domestic  and
international  businesses,  as well as agreements by many such companies linking
future rate increases to inflation or other factors not directly  related to the
actual operating profits of the enterprise.

INTERNATIONAL

Principal International Emerging Markets Fund
     The investment objective of Principal  International  Emerging Markets Fund
is  long-term  growth of capital.  The Fund seeks to achieve  this  objective by
investing   primarily  in  equity  securities  of  issuers  in  emerging  market
countries. As used in this Prospectus,  the term "emerging market country" means
any country which, in the opinion of the Manager, is generally  considered to be
an emerging  country by the  international  financial  community,  including the
International  Bank for  Reconstruction  and Development (more commonly known as
the World Bank) and the  International  Financial  Corporation.  These countries
generally  include every nation in the world except the United  States,  Canada,
Japan,  Australia,  New  Zealand  and most  nations  located in Western  Europe.
Currently,  investing in many emerging  countries is not feasible or may involve
unacceptable  political  risks.  The  Fund  focuses  on  those  emerging  market
countries  in which it believes the  economies  are  developing  strongly and in
which the markets are becoming more sophisticated.

     Investments in emerging market  countries  involve  special risks.  Certain
emerging market  countries have  historically  experienced,  and may continue to
experience,  high  rates  of  inflation,  high  interest  rates,  exchange  rate
fluctuations, large amounts of debt, balance of payments and trade difficulties,
and extreme  poverty and  unemployment.  In  addition,  there are certain  risks
associated with investments in foreign securities (see "Risk Factors").

     Under  normal  conditions  at least 65% of the Fund's  total assets will be
invested in emerging  market  country  equity  securities.  The Fund  invests in
securities  of (1) issuers with their  principal  place of business or principal
office in emerging  market  countries,  or (2)  issuers for which the  principal
securities  trading  market  is an  emerging  market  country,  or (3)  issuers,
regardless  of where the  security  is traded,  that derive 50% or more of their
total  revenue  from  either  goods or  services  produced  in  emerging  market
countries or sales made in emerging market countries.

     A small  portion  of the Fund  assets  may also be  invested  in closed end
country  specific   investment   companies  and  sovereign  debt  of  developing
countries.  Closed end  investment  companies  provide a way to gain exposure to
countries  where the  mechanics of trading  securities  are not cost  effective.
Investment in sovereign  debt may have the potential for returns that are higher
than returns on stocks within the country.

     For temporary defensive purposes,  the International  Emerging Markets Fund
may invest in the same kinds of  securities as the other  Growth-Oriented  Funds
whether issued by domestic or foreign corporations, governments, or governmental
agencies, instrumentalities or political subdivisions and whether denominated in
United States dollars or some other currency.

Principal International Fund
     The  investment  objective  of  Principal  International  Fund  is to  seek
long-term  growth  of  capital  through  investment  in a  portfolio  of  equity
securities  of  companies  domiciled  in any of the  nations  of the  world.  In
choosing   investments  in  equity  securities  of  foreign  and  United  States
corporations,  the Manager  intends to pay  particular  attention  to  long-term
earnings  prospects  and  the  relationship  of  then-current   prices  to  such
prospects.   Short-term  trading  is  not  generally  intended,  but  occasional
investments  may be made for the purpose of seeking  short-term  or  medium-term
gain.  The Fund  expects its  investment  objective  to be met over long periods
which may include several market cycles. For a description of certain investment
risks associated with foreign securities, see "Risk Factors."

     For temporary defensive purposes,  the International Fund may invest in the
same kinds of securities as the other  Growth-Oriented  Funds whether  issued by
domestic  or  foreign  corporations,   governments,  or  governmental  agencies,
instrumentalities  or political  subdivisions and whether  denominated in United
States dollars or some other currency.

   
     The Fund  intends that its  investments  normally  will be allocated  among
various  countries.  Although there is no limitation on the percentage of assets
that may be invested in any one country or denominated in any one currency,  the
Fund intends under normal  market  conditions to have at least 65% of its assets
invested in securities  issued by corporations of at least three countries,  one
of which may be the United States  (although the Fund  currently  intends not to
invest in equity securities of United State companies).  Investments may be made
anywhere in the world,  but it is expected  that primary  consideration  will be
given to investing in the securities  issued by  corporations of Western Europe,
North  America and  Australasia  (Australia,  Japan and Far East Asia) that have
developed economies.  Changes in investments may be made as prospects change for
particular countries, industries or companies.
    

Principal International SmallCap Fund
     The  investment  objective  of  Principal  International  SmallCap  Fund is
long-term growth of capital. The strategy of this Fund is to invest primarily in
equity  securities of non-United  States  companies with  comparatively  smaller
market  capitalizations.  Under normal  market  conditions,  the Fund invests at
least  65% of its  assets  in  securities  of  companies  having a total  market
capitalization of $1 billion or less.

     The Fund diversifies its investments  geographically.  Although there is no
limitation  on the  percentage of assets that may be invested in any one country
or  denominated  in any one  currency,  the Fund  intends,  under normal  market
conditions,  to have at least 65% of its assets invested in securities issued by
corporations  of  at  least  three  countries.  For  a  description  of  certain
investment risks associated with foreign securities, see "Risk Factors."

     For  temporary  defensive  purposes,  the  International  SmallCap Fund may
invest  in the same  kinds of  securities  as the  other  Growth-Oriented  Funds
whether issued by domestic or foreign corporations, governments, or governmental
agencies, instrumentalities or political subdivisions and whether denominated in
United States dollars or some other currency.

     INCOME-ORIENTED FUNDS

     The Principal Funds 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 Principal Bond Fund, Principal Government Securities
Income Fund,  Principal  High Yield Fund and  Principal  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").

Principal Bond Fund
     The  investment  objective of  Principal  Bond Fund is to provide as high a
level of income as is  consistent  with  preservation  of  capital  and  prudent
investment risk.

     In seeking to achieve the investment objective, the Fund will predominantly
invest in marketable fixed-income securities. Investments will be made generally
on a long-term basis, but the Fund may make short-term  investments from time to
time as deemed  prudent by the  Manager.  Longer  maturities  typically  provide
better yields but will subject the Fund to a greater  possibility of substantial
changes in the values of its portfolio securities as interest rates change.

     Under normal circumstances, the Fund will invest at least 65% of its assets
in  bonds  in one or  more  of the  following  categories:  (i)  corporate  debt
securities and taxable municipal obligations, which at the time of purchase have
an investment  grade rating within the four highest grades used by S&P (AAA, AA,
A or  BBB)  or by  Moody's  (Aaa,  Aa,  A or Baa) or  which,  if  nonrated,  are
comparable  in  quality  in the  opinion of the  Fund's  Manager;  (ii)  similar
Canadian corporate, Provincial and Federal Government securities payable in U.S.
funds; and (iii) securities issued or guaranteed by the United States Government
or its agencies or  instrumentalities.  The balance of the Fund's  assets may be
invested  in the  following  securities:  domestic  and foreign  corporate  debt
securities,  preferred  stocks,  common stocks that provide returns that compare
favorably with the yields on fixed income  investments,  common stocks  acquired
upon  conversion  of debt  securities  or preferred  stocks or upon  exercise of
warrants  acquired  with debt  securities  or otherwise  and foreign  government
securities.  The debt securities and preferred  stocks in which the Fund invests
may be  convertible  or  nonconvertible.  Securities  rated below BBB or Baa are
commonly  referred to as junk bonds.  The Fund does not intend to purchase  debt
securities rated lower than Ba3 by Moody's or BB- by S&P (bonds which are judged
to  have   speculative   elements;   their  future   cannot  be   considered  as
well-assured). The rating services' descriptions of BBB or Baa securities are as
follows:  Moody's Investors  Service,  Inc. Bond Ratings -- Baa: Bonds which are
rated Baa are  considered as medium grade  obligations,  i.e.,  they are neither
highly protected nor poorly secured.  Interest  payments and principal  security
appear adequate for the present but certain  protective  elements may be lacking
or may be  characteristically  unreliable  over any great  length of time.  Such
bonds lack outstanding  investment  characteristics and in fact have speculative
characteristics as well. Standard & Poor's Corporation Bond Ratings -- BBB: Debt
rated "BBB" is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters,  adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity to pay interest and repay principal for debt in this category
than for debt in  higher-rated  categories.  See the discussion of the Principal
High  Yield  Fund  for  information   concerning  risks  associated  with  below
investment grade bonds.

     During the fiscal year ended October 31, 1997, the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

                   Moody's Rating               Portfolio Percentage
                  ---------------               --------------------

                         Aa                             .__%
                          A                           __.__
                         Baa                          __.__
                         Ba                            _.__
                          B                            _.__

     The preceding  percentage for A rated  securities  includes .__% of unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.

     Cash  equivalents in which the Fund invests  include  corporate  commercial
paper rated A-1+, A-1 or A-2 by S&P or P-1 or P-2 by Moody's, unrated commercial
paper issued by corporations  with outstanding debt securities rated in the four
highest grades by S&P and Moody's and bank  certificates of deposit and bankers'
acceptances  issued or  guaranteed  by national  or state  banks and  repurchase
agreements  considered  by the Fund to have  investment  quality.  Under unusual
market or economic  conditions,  the Fund for temporary  defensive  purposes may
invest up to 100% of its assets in cash or cash equivalents.

Principal Government Securities Income Fund
     The  objective of  Principal  Government  Securities  Income Fund is a high
level of current income, liquidity and safety of principal.

     The Fund will  invest in  obligations  issued or  guaranteed  by the United
States  Government  or by its agencies or  instrumentalities  and in  repurchase
agreements   collateralized  by  such  obligations.   Such  securities   include
Government National Mortgage Association  ("GNMA")  Certificates of the modified
pass-through type, Federal National Mortgage Association  ("FNMA")  Obligations,
Federal Home Loan Mortgage Corporation  ("FHLMC")  Certificates and Student Loan
Marketing   Association   ("SLMA")   Certificates  and  other  U.S.   Government
Securities.  GNMA is a  wholly-owned  corporate  instrumentality  of the  United
States whose  securities  and guarantees are backed by the full faith and credit
of  the  United  States.   FNMA,  a  federally   chartered  and  privately-owned
corporation,  FHLMC,  a federal  corporation,  and SLMA, a government  sponsored
stockholder-owned  organization, are instrumentalities of the United States. The
securities  and guarantees of FNMA,  FHLMC and SLMA are not backed,  directly or
indirectly,  by the full  faith and credit of the United  States.  Although  the
Secretary of the Treasury of the United  States has  discretionary  authority to
lend FNMA up to $2.25 billion outstanding at any time, neither the United States
nor any agency thereof is obligated to finance  FNMA's or FHLMC's  operations or
to assist FNMA or FHLMC in any other  manner.  The Fund may maintain  reasonable
amounts of cash or short-term  debt  securities  not issued or guaranteed by the
U.S. Government or its agencies or  instrumentalities  for daily cash management
purposes or pending selection of long-term investments.

     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.

   
     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.
    

Principal High Yield Fund
     Principal  High Yield Fund's primary  investment  objective is high current
income.  Capital  growth  is a  secondary  objective  when  consistent  with the
objective of high current income. This Fund is designed for investors willing to
assume additional risk in return for above average income.

     In seeking to attain the Fund's objective of high current income,  the Fund
invests primarily in high yielding,  lower or nonrated  fixed-income  securities
(commonly known as "junk bonds"), constituting a diversified portfolio which the
Fund  Manager  believes  does not  involve  undue  risk to income or  principal.
Normally, at least 80% of the Fund's assets will be invested in debt securities,
convertible  securities (both debt and preferred stock) or preferred stocks that
are consistent with its primary investment objective of high current income. The
Fund's  remaining  assets may be  invested  in common  stocks  and other  equity
securities  in which the  Growth-Oriented  Funds may invest  when these types of
investments are consistent with the objective of high current income.

     The Fund  seeks to invest its  assets in  securities  rated Ba1 or lower by
Moody's or BB+ or lower by S&P or in unrated securities which the Fund's Manager
believes are of comparable quality.  These securities are regarded,  on balance,
as  predominantly  speculative  with  respect to the  issuer's  capacity  to pay
interest and to repay  principal in accordance with the terms of the obligation.
The Fund will not invest in securities  rated below Caa by Moody's and below CCC
by S&P.

     The rating services'  descriptions of securities rating categories in which
the Fund may normally invest are as follows:

     Moody's Investors Service, Inc. Bond Ratings - Ba: Bonds which are rated Ba
are judged to have  speculative  elements;  their future cannot be considered as
well-assured.  Often the  protection of interest and  principal  payments may be
very  moderate and thereby not well  safeguarded  during both good and bad times
over the future.  Uncertainty of position  characterizes bonds in this class. B:
Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

     Caa: Bonds which are rated Caa are of poor standing.  Such issues may be in
default or there may be present  elements of danger with respect to principal or
interest.

     Moody's may apply  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa  through B in its bond  rating  system.  The  modifier 1
indicates  that the  security  ranks in the  higher  end of its  generic  rating
category;  the  modifier  2  indicates  a  mid-range  ranking;  and a modifier 3
indicates that the issue ranks in the lower end of its generic rating category.

     Standard & Poor's  Corporation  Bond  Ratings - BB, B, CCC,  CC: Debt rated
"BB", "B", "CCC" and "CC" is regarded, on balance, as predominantly  speculative
with respect to capacity to pay interest and repay  principal in accordance with
the terms of the obligation. "BB" indicates the lowest degree of speculation and
"CC" the highest  degree of  speculation.  While such debt will likely have some
quality  and   protective   characteristics,   these  are  outweighed  by  large
uncertainties or major risk exposures to adverse conditions.

     Plus (+) or Minus (-): The ratings from "AA" to "BB" may be modified by the
addition  of a plus or minus  sign to show  relative  standing  within the major
rating categories.

     The  higher-yielding,  lower-rated  securities in which the High Yield Fund
invests  present  special  risks to investors.  The market value of  lower-rated
securities  may be more  volatile  than  that  of  higher-rated  securities  and
generally tends to reflect the market's  perception of the  creditworthiness  of
the issuer and  short-term  market  developments  to a greater  extent than more
highly-rated securities,  which reflect primarily fluctuations in general levels
of interest rates. Periods of economic uncertainty and change can be expected to
result in increased  volatility in the market value of  lower-rated  securities.
Further,  such  securities may be subject to greater risks of loss of income and
principal,  particularly in the event of adverse  economic  changes or increased
interest rates, because their issuers generally are not as financially secure or
as  creditworthy  as issuers of higher-rated  securities.  Additionally,  to the
extent  that there is not a national  market  system  for  secondary  trading of
lower-rated securities,  there may be a low volume of trading in such securities
which  may  make it more  difficult  to  value  or sell  those  securities  than
higher-rated securities. Adverse publicity and investor perceptions,  whether or
not based on fundamental analysis, may decrease the values and liquidity of high
yield securities, especially in a thinly traded market.

     Investors should recognize that the market for higher-yielding, lower-rated
securities  is a relatively  recent  development  that has not been tested by an
economic  recession.  An economic  downturn may severely  disrupt the market for
such  securities and cause  financial  stress to the issuers which may adversely
affect the value of the  securities  held by the High Yield Fund and the ability
of the issuers of the  securities  held by it to pay principal  and interest.  A
default by an issuer may result in the Fund  incurring  additional  expenses  to
seek recovery of the amounts due it.

     Some of the securities in which the Fund invests  contain call  provisions.
If the issuer of such a  security  exercises  a call  provision  in a  declining
interest  rate  market,  the Fund  would  have to replace  the  security  with a
lower-yielding security, resulting in a decreased return for investors. Further,
a  higher-yielding  security's  value will  decrease in a rising  interest  rate
market, which will be reflected in the Fund's net asset value per share.

     Investors  should  carefully  consider their ability to assume the risks of
investing in lower-rated securities before making an investment in the Fund, and
should be prepared to maintain their investment during periods of adverse market
conditions. Investors should not rely on the Fund for their short-term financial
needs.

     The Fund seeks to minimize the risks of investing in lower-rated securities
through   diversification,   investment   analysis  and   attention  to  current
developments in interest rates and economic conditions. Because the Fund invests
primarily in securities in the lower rating  categories,  the achievement of the
Fund's goals is more  dependent on the Manager's  ability than would be the case
if the Fund were  investing  in  securities  in the  higher  rating  categories.
Although the Fund's Manager  considers  security ratings when making  investment
decisions, it performs its own investment analysis and does not rely principally
on the  ratings  assigned  by the rating  services.  There are risks in applying
credit ratings as a method for evaluating  high yield  securities.  For example,
credit ratings evaluate the safety of principal and interest  payments,  not the
market value risk of high yield securities,  and credit rating agencies may fail
to make  timely  changes in credit  ratings to reflect  subsequent  events.  The
Manager's analysis includes traditional security analysis considerations such as
the issuer's experience and managerial  strength,  changing financial condition,
borrowing  requirements or debt maturity  schedules,  and its  responsiveness to
changes in business  conditions and interest rates.  It also considers  relative
values based on  anticipated  cash flow,  interest or dividend  coverage,  asset
coverage  and earnings  prospects.  In addition,  the Manager  analyzes  general
business  conditions and other factors such as  anticipated  changes in economic
activity and interest rates, the  availability of new investment  opportunities,
and the  economic  outlook for  specific  industries.  The Manager  continuously
monitors  the issuers of portfolio  securities  to determine if the issuers will
have  sufficient  cash flow and profits to meet required  principal and interest
payments and to assure the securities' liquidity so the Fund can meet redemption
requests.

     During the fiscal year ended October 31, 1997, the percentage of the Fund's
portfolio  securities  invested in the various  ratings  established by Moody's,
based upon the weighted average ratings of the portfolio, was as follows:

                  Moody's Rating                Portfolio Percentage

                        Baa                             _.__%
                        Ba                             __.__
                         B                             __.__
                         C                              _.__

     The  above  percentages  for  Ba and B  rated  securities  include  unrated
securities  in the  amount  of .__% and  .__%,  respectively,  which  have  been
determined by the Manager to be of comparable quality.

     There may be times  when,  in the  Manager's  judgment,  unusual  market or
economic   conditions  make  pursuing  the  Fund's  basic  investment   strategy
inconsistent  with the best  interests  of its  shareholders.  At such times the
Manager  may  employ  alternative   strategies,   primarily  seeking  to  reduce
fluctuations  in  the  value  of  the  Fund's  assets.  In  implementing   these
"defensive"  strategies,   the  Fund  may  temporarily  invest  in  money-market
instruments  of all types,  higher-rated  fixed-income  securities  or any other
fixed-income  securities that the Fund considers  consistent with such strategy.
The yield to  maturity on these  securities  would  generally  be lower than the
yield to maturity on lower-rated  fixed-income  securities.  It is impossible to
predict when, or for how long, such alternative strategies will be utilized.

     The Fund's Manager buys and sells  securities  for the Fund  principally in
response  to its  evaluation  of an  issuer's  continuing  ability  to meet  its
obligations,  the  availability  of  better  investment  opportunities,  and its
assessment of changes in business  conditions and interest  rates.  From time to
time,  consistent with its investment  objectives,  the Fund may sell securities
that have  appreciated  in value because of declines in interest  rates.  It may
also trade securities for the purpose of seeking short-term profits.  Securities
may be sold in  anticipation  of a market decline or bought in anticipation of a
market rise.  They may also be traded for  securities of comparable  quality and
maturity to take advantage of perceived short-term  disparities in market values
or yields.

Principal Limited Term Bond Fund
     The  objective of Principal  Limited Term Bond Fund is to seek a high level
of current income consistent with a relatively high level of principal stability
by  investing  in a  portfolio  of  securities  with a dollar  weighted  average
maturity  of five  years or less.  The Fund seeks to achieve  its  objective  by
investing primarily in high grade, short-term debt securities.

     The Fund will invest, under normal circumstances, at least 80% of its total
assets  in  securities  issued  or  guaranteed  by the  United  States  ("U.S.")
Government or its agencies or instrumentalities  (as described in the discussion
of Principal  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  "Principal
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 Principal  Funds  currently  include one Fund  offering  Class R shares
which seeks a high level of income through investments in short-term securities.
This Fund is Principal  Cash  Management  Fund  referred to as the "Money Market
Fund."  Securities in which the Principal 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)  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.

     Principal  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 Principal Cash  Management Fund is to seek as high a level
of  current  income  available  from  short-term  securities  as  is  considered
consistent  with  preservation  of  principal  and  maintenance  of liquidity by
investing  its assets in a portfolio  of money market  instruments.  These money
market  instruments  are U.S.  Government  Securities,  U.S.  Government  Agency
Securities,  Bank  Obligations,  Commercial  Paper,  Short-term  Corporate Debt,
Taxable  Municipal  Obligations 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.

     Taxable  Municipal   Obligations  are  short-term   obligations  issued  or
guaranteed by state and municipal issuers which generate taxable income.

     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 Value Fund, Growth Fund and Cash Management Fund,
may lend its portfolio  securities  to,  unaffiliated  broker-dealers  and other
unaffiliated qualified financial institutions.  These transactions must be fully
collateralized  at all times,  but  involve  some credit risk to the Fund if the
other  party  should  default  on its  obligations,  and the Fund is  delayed or
prevented  from  recovering on the  collateral.  See the Statement of Additional
Information for further  information  regarding the credit risks associated with
repurchase  agreements  and the  standards  adopted  by  each  Fund's  Board  of
Directors  to deal with those  risks.  None of the Funds  intends  either (i) to
enter into repurchase agreements that mature in more than seven days if any such
investment,  together with any other illiquid securities held by the Fund, would
amount to more than 15% (10% for the Government  Securities  Income Fund) of its
total assets or (ii) to lend securities in excess of 30% of its total assets.

Forward Commitments

     From time to time, each of the Income-Oriented  Funds and the Balanced Fund
may enter into forward commitment agreements which call for the Fund to purchase
or sell a security  on a future  date and at a price  fixed at the time the Fund
enters into the  agreement.  Each of these Funds may also acquire rights to sell
its investments to other parties, either on demand or at specific intervals.

Warrants

     Each  of  the  Funds,  except  the  Cash  Management  Fund  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  International  Emerging  Markets  Fund,
International  Fund and  International  SmallCap  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 the Capital  Value,  Cash  Management,  Growth,
Tax-Exempt Bond and Tax-Exempt Cash Management Funds may borrow only from banks.
Further,  each Fund may borrow only in an amount not exceeding 5% of its assets,
except:

     (1)  the Capital Value Fund and Growth Fund,  each of which may borrow only
          in an amount  not  exceeding  the lesser of (i) 5% of the value of its
          assets less liabilities other than such borrowings, or (ii) 10% of its
          assets taken at cost at the time the borrowing is made; 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

     Each  of  the  Funds  (except  Capital  Value,  Cash  Management,   Growth,
Tax-Exempt  Bond and  Tax-Exempt  Cash  Management  Funds) may purchase  covered
spread  options,  which would give the Fund the right to sell a security that it
owns at a fixed  dollar  spread  or yield  spread  in  relationship  to  another
security  that the Fund does not own,  but which is used as a  benchmark.  These
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  Principal Funds may invest in foreign  securities to
the indicated percentage of its assets:  International,  International  Emerging
Markets and  International  SmallCap Funds - 100%; Real Estate - 25%;  Balanced,
Blue Chip,  Bond,  Capital Value,  High Yield,  Limited Term Bond Fund,  MidCap,
SmallCap and Utilities  Funds - 20%. The Government  Securities  Income Fund may
not  invest in foreign  securities.  The Cash  Management  and  Tax-Exempt  Cash
Management  Funds do not invest in foreign  securities other than those that are
United States dollar  denominated.  United States dollar  denominated means that
all principal and interest payments for the security are payable in U.S. dollars
and that the interest rate of, the principal  amount to be repaid and the timing
of payments  related to the  securities do not vary or float with the value of a
foreign  currency,  the rate of interest on foreign currency  borrowings or with
any  other  interest  rate or index  expressed  in a  currency  other  than U.S.
dollars.  Debt securities issued in the United States pursuant to a registration
statement  filed with the Securities and Exchange  Commission are not treated as
foreign  securities  for purposes of these  limitations.  Investment  in foreign
securities  presents  certain  risks which may affect a Fund's net asset  value.
These risks include,  but are not limited to, those resulting from  fluctuations
in currency exchange rates, revaluation of currencies, the imposition of foreign
taxes,  the  withholding  of taxes on  dividends  at the source,  political  and
economic  developments  including  war,  expropriations,   nationalization,  the
possible imposition of currency exchange controls and other foreign governmental
laws or  restrictions,  reduced  availability of public  information  concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements  comparable to those applicable to domestic  issuers.
In addition,  transactions in foreign securities may be subject to higher costs,
and the time for settlement of transactions in foreign  securities may be longer
than the settlement period for domestic issuers.  A Fund's investment in foreign
securities may also result in higher  custodial  costs and the costs  associated
with currency conversions.

   
     Securities of many foreign issuers may be less liquid and their prices more
volatile than those of comparable  domestic issuers.  In particular,  securities
markets in emerging market countries are known to experience long delays between
the trade and  settlement  dates of securities  purchased and sold,  potentially
resulting  in a lack  of  liquidity  and  greater  volatility  in the  price  of
securities on those markets.  In addition,  investments in smaller companies may
present greater  opportunities  for capital  appreciation,  but may also involve
greater  risks than large,  mature  issuers.  Such  companies  may have  limited
product  lines  and  financial  resources.  Their  securities  may trade in more
limited volume than larger companies and may therefore experience  significantly
more price volatility and less liquidity than securities of larger companies. As
a result of these  factors,  the Boards of  Directors  of the Funds have adopted
Daily Pricing and Valuation  Procedures  for the Funds which set forth the steps
to be followed by the Manager and Invista Capital Management,  Inc.  ("Invista")
to establish a reliable  market or fair value if a reliable  market value is not
available  through  normal  market  quotations.  Oversight  of this  process  is
provided by the Executive Committee of the Boards of Directors.
    

HOW THE FUNDS ARE MANAGED

     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the Funds is Principal Management Corporation (the "Manager") (formerly known as
Princor  Management  Corporation),  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 October
31, 1997, the Manager served as investment advisor for 28 such funds with assets
totaling approximately $_._ billion.

   
     The  Manager  is  responsible  for  investment  advisory,   managerial  and
administrative  services for the Funds. However,  under a Sub-Advisory Agreement
between Invista Capital Management,  Inc.  ("Invista") and the Manager,  Invista
performs all the  investment  advisory  responsibilities  of the Manager for the
Growth-Oriented  Funds (except the Real Estate Fund), the Government  Securities
Income Fund and the Limited Term Bond Fund. The Manager will  reimburse  Invista
for the cost of providing these services.  Invista,  an indirectly  wholly-owned
subsidiary of Principal  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 October
31, 1997 were approximately $__._ billion.  Invista's address is 1800 Hub Tower,
699 Walnut, Des Moines, Iowa 50309.
    

     The Manager or Invista advises the Funds on investment  policies and on the
composition of the Funds' portfolios. In this connection, the Manager or Invista
furnishes  to the  Board of  Directors  of each  Fund a  recommended  investment
program  consistent  with that Fund's  investment  objective and  policies.  The
Manager or Invista is  authorized,  within the scope of the approved  investment
program,  to determine  which  securities  are to be bought or sold, and in what
amounts.

     The  Manager  or Invista  has  assigned  certain  individuals  the  primary
responsibility  for the  day-to-day  management  of each Fund's  portfolio.  The
persons  primarily  responsible  for the day-to-day  management of each Fund are
identified in the table below:

<TABLE>
<CAPTION>
                              Primarily
        Fund              Responsible Since                            Person Primarily Responsible
        ----              -----------------                            ----------------------------
<S>                       <C>                   <C>                                                                    
Balanced Fund             April, 1993           Judith A. Vogel, CFA (BA degree, Central College). Vice President, Invista
                                                Capital Management, Inc., since 1987.

Blue Chip Fund            March, 1991           Mark T. Williams, CFA (MBA degree, Drake University). Vice President,
                          (Fund's inception)    Invista Capital Management, Inc., since 1995; Investment Officer, 92-95.
                                                Prior thereto, Security Analyst.

Bond Fund                 November, 1996        Scott A. Bennett,CFA (MBA degree, University of Iowa) Assistant Director
                                                Investment Securities, Principal Mutual Life Insurance Company, since 1996;
                                                Prior thereto, Investment Manager.

Capital Value Fund        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.

Government Securities     May, 1985             Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
Income Fund               Fund's inception)     Capital Management,  Inc., since 1992. Director - Securities Trading,
                                                Principal Mutual Life Insurance Company 1992; Prior thereto, Associate Director.

Growth and MidCap         August, 1987          Michael R. Hamilton, (MBA degree, Bellarmine College). Vice President, Funds
                          and December, 1987    Invista Capital Management, Inc., since 1987.
                          (Fund's inception),
                          respectively

High Yield Fund           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.

International Fund        April, 1994           Scott D. Opsal, CFA (MBA degree, University of Minnesota). Executive Vice
                                                President and Chief Investment Officer, Invista Capital Management, Inc.,
                                                since 1997. Vice President, 1986-1997.

International Emerging    May, 1997             Kurtis D. Spieler, CFA (MBA degree, Drake University). Vice President,
Markets Fund              (Fund's inception)    Invista Capital Management, Inc., since 1995; Investment Officer, 94-95.
                                                Prior thereto, Investment Manager, Principal Mutual Life Insurance Company.

International SmallCap    May, 1997             Darren K. Sleister, CFA (MBA degree, University of Iowa). Investment   Fund
                          (Fund's inception)    Officer, Invista Capital Management, Inc., since 1995; Prior thereto, Security
                                                Analyst.

Limited Term Bond         February, 1996        Martin J. Schafer (BBA degree, University of Iowa). Vice President, Invista
Fund                      (Fund's inception)    Capital Management, Inc., since 1992. Director-Securities Trading,
                                                Principal Mutual Life Insurance Company 1992; Prior thereto, Associate
                                                Director.

Real Estate Fund          _____________         Kelly D. Rush,  CFA (MBA degree,  University of Iowa).  Assistant Director - 
                          (Fund's inception)    Investment - Commercial  Real Estate,  Principal  Mutual Life Insurance  Company,  
                                                since 1996;  Prior thereto, Senior Administrator Investment - 
                                                Commercial Real Estate.

SmallCap Fund             ______________        Co-Manager: Mark T. Williams, CFA (MBA degree, Drake University). Vice
                          (Fund's inception)    President, Invista Capital Management, Inc., since 1995;
                                                Investment Officer, 1992-1995. Co-Manager: John F. McClain, (MBA degree Indiana
                                                University). Vice President, Invista Capital Management, Inc., since 1995; 
                                                Investment Officer, 1992-1995. 

Utilities Fund            April, 1993           Catherine A. Green, CFA (MBA degree, Drake University). Vice President,
                          (Fund's inception)    Invista Capital Management, Inc., since 1987.
</TABLE>


   
     Until  August 1, 1988 the  International  Fund's  portfolio  was managed by
Principal Management,  Inc. of Edmonton,  Canada and Scottsdale,  Arizona, which
company has  changed  its name to Sea  Investment  Management,  Inc.  The Fund's
previous  manager  and the  current  manager  are  unaffiliated.  This change in
managers should be kept in mind when reviewing historical investment results.
    

     For a description  of the  investment  and other  services  provided by the
Manager,  see  "Cost of  Manager's  Services"  in the  Statement  of  Additional
Information.  The management  fee and total Class A share  expenses  incurred by
each Fund for the period  ended  October  31,  1997 were equal to the  following
percentages of each Fund's respective average net assets:

                                          Class A Shares       Class R Shares
                                       -------------------- --------------------
                                                    Total               Total
                                       Manager's Annualized Manager's Annualized
        Fund                              Fee     Expenses     Fee     Expenses
        ----                           --------- ---------- --------- ----------

     Balanced Fund                       .60%       1.28%      .60%      1.49%
     Blue Chip Fund                      .50%       1.33%      .50%      1.48%
     Bond Fund                           .47%        .95%*     .50%      1.28%*
     Capital Value Fund                  .43%        .69%      .45%      1.16%
     Cash Management Fund                .37%        .66%*     .38%       .99%*
     Government Securities Income Fund   .46%        .81%      .46%      1.18%
     Growth Fund                         .46%       1.08%      .46%      1.42%
     High Yield Fund                     .60%       1.26%      .60%      1.59%
     International Fund                  .73%       1.45%      .73%      1.59%
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund              .23%        .89%*     .11%      1.40%*
     MidCap Fund                         .62%       1.32%      .62%      1.53%
     Utilities Fund                      .52%       1.17%*     .60%      1.47%*
     *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, 1997.  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 Principal 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,
1995,  1996, and 1997,  PFS received fees in the amount of $991,520,  $1,650,714
and $__________  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  and mailing it to  Princor.  You may obtain  either of
these applications by calling Princor at  1-800-774-6267.  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. You may open an account with any of the Funds with
a minimum initial  investment of $1,000 ($250 for an IRA or account  established
under the  Uniform  Gifts to Minors Act or Uniform  Transfers  Act).  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. You 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
you the  benefit  of  putting  all of your  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  Principal fund will convert into Class A shares based
on the time of the initial purchase. (See "How to Exchange Shares".) At the same
time,  a pro rata  portion  of all  shares  purchased  through  reinvestment  of
dividends and distributions would convert into Class A shares, with that portion
determined by the ratio that the  shareholder's  Class R shares  converting into
Class A shares bears to your 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.  If you  invest  less  than $1  million  in Class A shares
(except Class A shares of the Cash Management  Fund),  you pay 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 may be  subject  to a  contingent
deferred  sales charge if redeemed  within 18 months of purchase.  See "Offering
Price of Funds'  Shares."  Class A shares of each of the Funds,  except the 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."

     Which  arrangement  is better for you?  The  decision  as to which class of
shares  provides  a more  suitable  investment  for you  depends  on a number of
factors, including the amount and intended length of the investment.  Orders for
Class R shares  for $1  million  or more will be  treated as orders for Class A.
They 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.

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 Principal 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 Except              Sales Charge for
                                    Limited Term Bond Fund        Limited Term Bond Fund         Dealers Allowance as
                                     Sales Charge as % of:         Sales Charge as % of:          % of Offering Price
                                   ------------------------      ------------------------    --------------------------------

                                   Offering      Net Amount      Offering      Net Amount    All Funds Except    Limited Term
                                     Price        Invested         Price        Invested     Limited Term Bond       Bond
                                   --------      ----------      --------      ----------    -----------------   -------------

<S>                                 <C>            <C>            <C>            <C>              <C>               <C>  
Less than $50,000                   4.75%          4.99%          1.50%          1.52%            4.00%             1.25%
$50,000 but less than $100,000      4.25%          4.44%          1.25%          1.27%            3.75%             1.00%
$100,000 but less than $250,000     3.75%          3.90%          1.00%          1.10%            3.25%              .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 Principal 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.

     The CDSC on Class A shares  will be  waived  on  redemptions  of  shares in
connection with certain withdrawals from certain retirement plans. See Statement
of Additional Information. Up to 10% of the value of Class A shares subject to a
Periodic  Withdrawal  Plan may also be redeemed  each year  without a CDSC.  See
"Periodic Withdrawal Plan."

     Investors may be eligible to buy Class A shares at reduced  sales  charges.
Purchasers  of Class A shares  may  benefit  from  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 prior to the date
of the purchase of Class A shares of the Funds, if the investment represents the
proceeds  of a  redemption  within  that 180 day  period of  shares  of  another
investment  company the purchase of which  included a front-end  sales charge or
the redemption of which was subject to a contingent  deferred sales charge; (10)
Unit  Investment  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
     Each of these  Funds  distributes  substantially  all of its net  income to
shareholders each year according to the following schedule:
<TABLE>
<CAPTION>

               Funds                                    Record date                          Payable date
               -----                                    -----------                          ------------
<S>                                              <C>                                     <C>
     Growth
     Balanced, Blue Chip,                        three business days before              March 24, June 24,
     Real Estate, and Utilities                  each payable date                       September 24 and December 24

     Capital Value, Growth,                      three business days before              June 24 and December 24
     MidCap and SmallCap                         each payable date

     International, International                three business days before              December 24
     Emerging Markets and                        each payable date
     International SmallCap

     Income
     Bond, Government Securities                 three business days before              monthly on the 24th (or
     Income, High Yield, Limited                 each payable date                       previous business day)
     Term Bond and Tax-Exempt Bond
</TABLE>

     Net  realized  capital  gains  for  each  of the  Funds,  if  any,  will be
distributed  annually.  Generally  the  distribution  will be made on the fourth
business day of December,  to  shareholders  of record on the third business day
prior to the record date.

     On the Account  Application,  you can authorize income dividend and capital
gains  distributions to be invested in additional Fund shares at net asset value
(without a sales charge), invested in shares of other Principal Funds or paid in
cash. You may change this  instruction  without charge at any time by giving ten
days written notice to the Fund.

     Any dividends or distributions paid shortly after a purchase of shares will
have the effect of  reducing  the per share net asset value by the amount of the
dividends or  distributions.  These  dividends or  distributions  are subject to
taxation like other dividends and distributions,  even though they are in effect
a return of  capital.  A  shareholder  of the  Tax-Exempt  Bond Fund who redeems
shares when tax-exempt income has been accrued but not declared as a dividend by
that Fund may have the portion of the redemption  proceeds which represents such
income taxed at capital gains rates.

Money Market 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 Principal  funds  invested in shares of the same class of one of
the other  Principal  funds.  This  Dividend  Relay  Election can be made on the
application  or  at  any  time  on 10  days  written  notice  or,  if  telephone
transaction  services  apply  to  the  account  from  which  the  dividends  and
distributions originate, on 10 days notice by telephone to the Fund. A signature
guarantee  may be required to make the  Dividend  Relay  Election.  See "General
Information  About a Fund Account." There is no  administrative  charge for this
service.  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.

Individual Retirement Accounts

     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;  distributions
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;
distributions  for medical  expenses;  distributions  for  certain  unemployment
expenses and  distributions  after 1997 for first home purchases (up to $10,000)
and higher education expenses.

     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.

Non-IRA Accounts

     In each fiscal year when,  at the close of such year,  more than 50% of the
value of the  International,  International  Emerging  Markets or  International
SmallCap Fund's total assets are invested in securities of foreign corporations,
the Fund may elect  pursuant  to Section  853 of the  Internal  Revenue  Code to
permit its  shareholders  to take a credit (or a deduction)  for foreign  income
taxes  paid by the Fund.  In that  case,  shareholders  should  include in gross
income for federal  income tax purposes  both cash  dividends  received from the
Fund and the amount  which the Fund advises is their pro rata portion of foreign
income taxes paid with respect to, or withheld from, dividends and interest paid
to the  Fund  from its  foreign  investments.  The  shareholders  would  then be
entitled to subtract  from their  federal  income taxes the amount of such taxes
withheld,  or else treat such foreign taxes as a deduction from gross income, if
that should be more advantageous. As in the case of individuals receiving income
directly from foreign sources,  the above-described tax credit for tax deduction
is subject to certain limitations.

     Under the federal income tax law, dividends paid from investment income and
from  realized  short-term  capital  gains,  if any,  are  generally  taxable at
ordinary  income rates whether  received in cash or additional  shares.  The net
income of the Cash  Management  Fund for purposes of its  financial  reports and
determination  of the amount of distributions to shareholders may exceed its net
income as determined for tax purposes  because  certain market  discount  income
will be currently included as income for book purposes but not for tax purposes.
Although all net income for book purposes will be distributed  to  shareholders,
such  distributions  are taxable to  shareholders of the Fund as ordinary income
only to the extent that they do not exceed the  shareholder's  ratable  share of
the Fund's investment  income and any short-term  capital gain as determined for
tax purposes.  The balance,  if any, will be applied against and will reduce the
shareholder's cost or other tax basis for the shares.

Withholding

     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 Principal 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 Principal Fund to any or all
of the other  Principal  Funds on a  monthly,  quarterly,  semiannual  or annual
basis.  The minimum  amount that may be exchanged  into any Principal  Fund must
equal or exceed $300 on an annual basis.  The exchange will occur on the date of
the month  specified by the  shareholder in the election so long as the day is a
trading day. If the designated day is not a trading day, the exchange will occur
on the next  trading day  occurring  during that month.  If the next trading day
occurs in the following  month, the exchange will occur on the trading day prior
to the designated day. The Automatic  Exchange  Election may be made on the open
account  application,  on 10 days written  notice or, if  telephone  transaction
services apply to the account from which the exchange is made, on 10 days notice
by telephone to the Fund from which the exchange will be made.

     You  may  exercise  the  telephone   exchange   privilege  by   telephoning
1-800-247-4123.  If all  telephone  lines  are  busy,  you  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. You bear
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 Principal fund
account used to fund the shareholder's IRA.

     General - If you do 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. You
may receive shares in exchange only if they may be legally offered in your 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 Principal  Management
Corporation  believes  doing so would be in the best  interest of the Fund,  the
Fund reserves the right to revise or terminate the exchange privilege, limit the
amount or number of exchanges or reject any  exchange.  You would be notified of
any such action to the extent  required by law. You 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.  You 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.

     You  may  exercise  the  telephone   redemption  privilege  by  telephoning
1-800-247-4123.  If all  telephone  lines  are  busy,  you  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. You
bear 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 your 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.

PERIODIC WITHDRAWAL PLAN

     You may  request  that a fixed  number  of Class A shares or Class R shares
($25  initial  minimum  amount)  or  enough  Class A shares or Class R shares to
produce a fixed amount of money ($25 initial  minimum  amount) be withdrawn from
an account monthly,  quarterly,  semiannually or annually.  Periodic withdrawals
from non-Money Market Fund Class A share accounts opened with purchases of Class
A shares of $1,000,000 or more, may be subject to a CDSC. However, each year you
may  make  periodic  withdrawals  of up to 10% of the  value  of a Class A share
account  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 the Class A 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 the
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.  An investor may initiate a
Periodic  Withdrawal  Plan by signing an Agreement for Periodic  Withdrawal Form
and depositing any share  certificate that has been issued, or if no certificate
has been issued and  telephone  transaction  services  apply to the account,  by
telephoning 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 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.  Your  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 only when requested.  You will receive a
quarterly  statement of account for the Fund(s) in which you have invested.  The
statement contains 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 your  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 or selected administrators of qualified
         retirement plans;

     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.

     Your  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 you.  Involuntary  redemptions  will not be
triggered  solely  by  market  activity.  You  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 Principal  Funds
described in this prospectus.  Except for Tax-Exempt Cash Management Fund (Class
A shares only) and Tax-Exempt Bond Fund (Class A and Class B shares only),  each
Fund's  shares are  currently  divided  into three  classes.  Each Fund share is
entitled to one vote with fractional shares voting proportionately.  The 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  _______________,  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 Value Fund
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund

ADDITIONAL INFORMATION

     Organization:  The Funds were  incorporated in the state of Maryland on the
following  dates:  Balanced Fund - November 26, 1986;  Blue Chip Fund - December
10,  1990;  Bond Fund - December  2,  1986;  Capital  Value Fund - May 26,  1989
(effective November 1, 1989 succeeded to the business of a predecessor Fund that
had been  incorporated in Delaware on February 6, 1969);  Cash Management Fund -
June 10, 1982;  Government  Securities  Income Fund - September 5, 1984;  Growth
Fund - May 26, 1989  (effective  November 1, 1989 succeeded to the business of a
predecessor  Fund that had been  incorporated  in Delaware on February 6, 1969);
High Yield Fund - November 26, 1986;  International  Emerging Markets Fund - May
27, 1997;  International Fund - May 12, 1981;  International SmallCap Fund - May
27, 1997;  Limited  Term Bond Fund - August 9, 1995;  MidCap Fund - February 20,
1987;  Real  Estate  Fund - May 27,  1997;  SmallCap  Fund -  August  13,  1997;
Utilities Fund - September 3, 1992.

     Custodian:  Bank of New York, 48 Wall Street,  New York, New York 10286, is
custodian  of the  portfolio  securities  and cash  assets  of each of the Funds
except the  International,  International  Emerging  Markets  and  International
SmallCap  Funds.  The custodian  for the  International  Emerging  Markets Fund,
International  Fund and  International  SmallCap Fund is Chase  Manhattan  Bank,
Global Securities Services,  Chase Metro Tech Center,  Brooklyn, New York 11245.
The custodians perform no managerial or policymaking functions for the Funds.

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000  shares of common stock  (2,000,000,000  for 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
Principal Funds.

     Transfer  Agent  and  Dividend  Disbursing  Agent:   Principal   Management
Corporation,  The Principal  Financial  Group, Des Moines,  Iowa,  50392, is the
transfer agent and dividend disbursing agent for each of the Principal Funds.



   
                          PRINCIPAL BALANCED FUND, INC.
                         PRINCIPAL BLUE CHIP FUND, INC.
                            PRINCIPAL BOND FUND, INC.
                       PRINCIPAL CAPITAL VALUE FUND, INC.
                      PRINCIPAL CASH MANAGEMENT FUND, INC.
                PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.
                           PRINCIPAL GROWTH FUND, INC.
                         PRINCIPAL HIGH YIELD FUND, INC.
               PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
                       PRINCIPAL INTERNATIONAL FUND, INC.
                   PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
                     PRINCIPAL LIMITED TERM BOND FUND, INC.
                           PRINCIPAL MIDCAP FUND, INC.
                        PRINCIPAL REAL ESTATE FUND, INC.
                          PRINCIPAL SMALLCAP FUND, INC.
                      PRINCIPAL TAX-EXEMPT BOND FUND, INC.
                 PRINCIPAL TAX-EXEMPT CASH MANAGEMENT FUND, INC.
                         PRINCIPAL UTILITIES FUND, INC.
    


                       Statement of Additional Information

   
                            dated ___________________

     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   ______________________.   
    

     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-9

                                TABLE OF CONTENTS



   
Investment Policies and Restrictions of the Funds..........................  2
   Growth-Oriented Funds...................................................  3
   Income-Oriented Funds ..................................................  8
   Money Market Funds...................................................... 14
Funds' Investments......................................................... 17
Directors and Officers of the Funds........................................ 32
Manager and Sub-Advisor.................................................... 34
Cost of Manager's Services................................................. 35
Brokerage on Purchases and Sales of Securities............................. 39
How to Purchase Shares..................................................... 41
Offering Price of Funds' Shares............................................ 44
Distribution Plan.......................................................... 50
Determination of Net Asset Value of Funds' Shares ......................... 53
Performance Calculation.................................................... 54
Tax Treatment of Funds, Dividends and Distributions  ...................... 59
General Information and History............................................ 62
Financial Statements ...................................................... 63
Appendix A................................................................. 64
    

INVESTMENT POLICIES AND RESTRICTIONS OF THE FUNDS

   
     The following information about the Principal Funds, a family of separately
incorporated,  diversified,  open-end management investment companies,  commonly
called mutual funds,  supplements  the  information  provided in the  Prospectus
under the caption "Investment Objectives, Policies and Restrictions."

     There are three categories of Principal Funds: Growth-Oriented Funds, which
include  seven  Funds  which  seek  primarily   capital   appreciation   through
investments in equity securities (Capital Value Fund, Growth Fund, International
Emerging Markets Fund,  International Fund,  International SmallCap Fund, MidCap
Fund  and  SmallCap  Fund),  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), one Fund which seeks
to  generate  total  return  by  investing  primarily  in equity  securities  of
companies  principally  engaged in the real estate  industry (Real Estate Fund),
and one Fund  which  seeks  current  income and  long-term  growth of income and
capital  by  investing  primarily  in  equity  and  fixed-income  securities  of
companies in the public utilities  industry  (Utilities  Fund);  Income-Oriented
Funds,  which  include  five funds  which seek  primarily a high level of income
through investments in debt securities (Bond Fund,  Government Securities Income
Fund,  High Yield Fund,  Limited Term Bond Fund and Tax-Exempt  Bond Fund);  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 Principal Funds.
    

GROWTH-ORIENTED FUNDS

INVESTMENT OBJECTIVES

   
     Principal  Balanced Fund, Inc.  ("Balanced Fund") seeks to generate a total
     investment  return  consisting of current  income and capital  appreciation
     while assuming reasonable risks in furtherance of the investment objective.

     Principal Blue Chip Fund,  Inc.  ("Blue Chip Fund") seeks to achieve growth
     of capital and growth of income by investing  primarily in common stocks of
     well capitalized, established companies.

     Principal Capital Value Fund, Inc.  ("Capital Value Fund") seeks to achieve
     primarily   long-term  capital   appreciation  and  secondarily  growth  of
     investment income through the purchase  primarily of common stocks, but the
     Fund may invest in other securities.

     Principal Growth Fund, Inc. ("Growth Fund") seeks growth of capital through
     the purchase  primarily of common stocks,  but the Fund may invest in other
     securities.

     Principal   International  Emerging  Markets  Fund,  Inc.   ("International
     Emerging  Markets  Fund") seeks to achieve  long-term  growth of capital by
     investing  primarily  in equity  securities  of issuers in emerging  market
     countries.

     Principal  International Fund, Inc.  ("International Fund") seeks long-term
     growth of capital by  investing  in a  portfolio  of equity  securities  of
     companies domiciled in any of the nations of the world.

     Principal International SmallCap Fund, Inc. ("International SmallCap Fund")
     seeks to achieve  long-term  growth of capital by  investing  primarily  in
     equity securities of non-United States companies with comparatively smaller
     market capitalizations.

     Principal  MidCap  Fund,  Inc.  ("MidCap  Fund")  seeks to achieve  capital
     appreciation  by investing  primarily in  securities  of emerging and other
     growth-oriented companies.

     Principal  Real Estate Fund,  Inc.  ("Real  Estate Fund") seeks to generate
     total  return by  investing  primarily  in equity  securities  of companies
     principally engaged in the real estate industry.

     Principal SmallCap Fund, Inc.  ("SmallCap Fund") seeks to achieve long-term
     growth of capital by investing  primarily in equity securities of companies
     with comparatively smaller market capitalizations.

     Principal  Utilities  Fund, Inc.  ("Utilities  Fund") seeks to provide high
     current income and long-term  growth of income and capital.  The Fund seeks
     to achieve its objective by investing  primarily in equity and fixed income
     securities of companies in the public utilities industry.
    

INVESTMENT RESTRICTIONS

   
     Balanced  Fund,  Blue  Chip  Fund,  International  Emerging  Markets  Fund,
     International Fund,  International SmallCap Fund, MidCap Fund, Real Estate,
     SmallCap and Utilities Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder  approval.  The Balanced Fund,
Blue  Chip  Fund,  International  Fund,  International  Emerging  Markets  Fund,
International  SmallCap Fund,  MidCap Fund, Real Estate,  SmallCap and Utilities
Fund each may not:
    

     (1)  Issue any senior  securities as defined in the Investment  Company Act
          of 1940.  Purchasing and selling  securities and futures contracts and
          options thereon and borrowing  money in accordance  with  restrictions
          described below do not involve the issuance of a senior security.

     (2)  Purchase or retain in its portfolio  securities of any issuer if those
          officers or directors of the Fund or its Manager  owning  beneficially
          more  than  one-half  of 1%  (0.5%) of the  securities  of the  issuer
          together own beneficially more than 5% of such securities.

     (3)  Invest in commodities or commodity contracts,  but it may purchase and
          sell financial futures contracts and options on such contracts.

     (4)  Invest in real estate,  although it may invest in securities which are
          secured by real estate and  securities of issuers which invest or deal
          in real estate.

     (5)  Borrow money, except for temporary or emergency purposes, in an amount
          not to exceed 5% of the value of the Fund's  total  assets at the time
          of the borrowing.

     (6)  Make  loans,  except  that  the Fund may (i)  purchase  and hold  debt
          obligations in accordance with its investment  objective and policies,
          (ii) enter into  repurchase  agreements,  and (iii) lend its portfolio
          securities without  limitation against collateral  (consisting of cash
          or securities  issued or guaranteed by the United States Government or
          its agencies or instrumentalities) equal at all times to not less than
          100% of the value of the securities loaned.

     (7)  Invest more than 5% of its total assets in the  securities  of any one
          issuer  (other than  obligations  issued or  guaranteed  by the United
          States  Government or its agencies or  instrumentalities)  except that
          this  limitation  shall  apply  only with  respect to 75% of the total
          assets   of  the   International   Emerging   Markets   Fund  and  the
          International  SmallCap  Fund;  or  purchase  more  than  10%  of  the
          outstanding voting securities of any one issuer.

     (8)  Act as an underwriter of securities, except to the extent the Fund may
          be  deemed  to be an  underwriter  in  connection  with  the  sale  of
          securities held in its portfolio.

   
     (9)  Concentrate its investments in any particular  industry or industries,
          except that:
          (a)  the  Utilities  Fund may not  invest  less  than 25% of its total
               assets  in  securities  of  companies  in  the  public  utilities
               industry,
          (b)  the Balanced Fund, Blue Chip Fund, International Emerging Markets
               Fund,  International  Fund,  International  SmallCap Fund, MidCap
               Fund and  SmallCap  Fund each may invest not more than 25% of the
               value of its total assets in a single industry, and
          (c)  the Real  Estate  Fund may not invest  less than 25% of its total
               assets in securities of companies in the real estate industry.
    

     (10) Sell securities short (except where the Fund holds or has the right to
          obtain at no added cost a long  position in the  securities  sold that
          equals  or  exceeds  the  securities   sold  short)  or  purchase  any
          securities on margin,  except it may obtain such short-term credits as
          are  necessary  for the  clearance  of  transactions.  The  deposit or
          payment of margin in  connection  with  transactions  in  options  and
          financial   futures  contracts  is  not  considered  the  purchase  of
          securities on margin.

     (11) Invest  in  interests  in oil,  gas or other  mineral  exploration  or
          development  programs,  although the Fund may invest in  securities of
          issuers which invest in or sponsor such programs.

     Each of these Funds has also adopted the following  restrictions  which are
not fundamental policies and may be changed without shareholder  approval. It is
contrary to each Fund's present policy to:

     (1)  Invest  more than 15% of its total  assets in  securities  not readily
          marketable  and in repurchase  agreements  maturing in more than seven
          days.  The  value of any  options  purchased  in the  Over-the-Counter
          market are included as part of this 15% limitation.

   
     (2)  Purchase warrants in excess of 5% of its total assets, of which 2% may
          be  invested  in  warrants  that  are not  listed  on the New  York or
          American Stock Exchange.  The 2% limitation for the International Fund
          also includes  warrants not listed on the Toronto Stock Exchange.  The
          2%  limitation  for  the  International   Emerging  Markets  Fund  and
          International  SmallCap Fund also includes  warrants not listed on the
          Toronto Stock Exchange and the Chicago Board Options Exchange.
    

     (3)  Purchase  securities  of any  issuer  having  less than  three  years'
          continuous  operation  (including  operations of any  predecessors) if
          such purchase  would cause the value of the Fund's  investments in all
          such issuers to exceed 5% of the value of its total assets.

     (4)  Pledge, mortgage or hypothecate its assets, except to secure permitted
          borrowings.  The deposit of underlying  securities and other assets in
          escrow  and  other   collateral   arrangements   in  connection   with
          transactions in put and call options, futures contracts and options on
          futures contracts are not deemed to be pledges or other encumbrances.

     (5)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (6)  Invest  more than 5% of its total  assets in the  purchase  of covered
          spread options and the purchase of put and call options on securities,
          securities  indices  and  financial  futures  contracts.   Options  on
          financial futures contracts and options on securities  indices will be
          used solely for hedging purposes; not for speculation.

     (7)  Invest  more than 5% of its assets in initial  margin and  premiums on
          financial futures contracts and options on such contracts.

     (8)  Invest in arbitrage transactions.

   
     (9)  Invest in real estate limited  partnership  interests except that this
          restriction shall not apply to the Real Estate Fund.
    

     (10) Invest in mineral leases.

   
     The Balanced Fund, Blue Chip Fund, MidCap Fund, SmallCap Fund and Utilities
Fund have also adopted a restriction,  which is not a fundamental policy and may
be changed without shareholder approval, that each such Fund may not invest more
than 20% of its total assets in securities of foreign issuers.

     The Real Estate Fund has adopted a restriction,  which is not a fundamental
policy and may be changed without  shareholder  approval,  that the Fund may not
invest more than 25% of its total assets in securities of foreign issuers.

     The Balanced Fund,  Blue Chip Fund,  International  Emerging  Markets Fund,
International Fund,  International SmallCap Fund, MidCap Fund, SmallCap Fund and
Utilities  Fund have  also  adopted a  restriction,  which is not a  fundamental
policy and may be changed without shareholder  approval,  that each Fund may not
invest more than 10% of its assets in securities of other investment  companies,
invest more than 5% of its total assets in the  securities of any one investment
company or acquire more than 3% of the outstanding  voting securities of any one
investment company except in connection with a merger,  consolidation or plan of
reorganization and the Funds may purchase securities of closed-end  companies in
the open market where no  underwriter  or dealer's  commission or profit,  other
than a customary broker's commission, is involved.
    

     The  Utilities  Fund  has  also  adopted  a  restriction,  which  is  not a
fundamental  policy and may be changed without  shareholder  approval,  that the
Fund may not own more than 5% of the outstanding  voting securities of more than
one public utility  company as defined by the Public Utility Holding Company Act
of 1935.

   
     Capital Value Fund and Growth Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without  shareholder  approval.  The Capital Value
Fund and Growth Fund each may not:
    

     (1)  Concentrate its  investments in any one industry.  No more than 25% of
          the value of its total assets will be invested in any one industry.

     (2)  Purchase the  securities of any issuer if the purchase will cause more
          than  5% of the  value  of its  total  assets  to be  invested  in the
          securities of any one issuer (except U. S. Government securities).

     (3)  Purchase the  securities of any issuer if the purchase will cause more
          than 10% of the voting securities, or any other class of securities of
          the issuer, to be held by the Fund.

     (4)  Underwrite  securities  of  other  issuers,  except  that the Fund may
          acquire  portfolio  securities under  circumstances  where if sold the
          Fund might be deemed an underwriter for purposes of the Securities Act
          of 1933.

     (5)  Purchase  securities  of any company  with a record of less than three
          years'  continuous  operation  (including that of predecessors) if the
          purchase would cause the value of the Fund's aggregate  investments in
          all such companies to exceed 5% of the Fund's total assets.

     (6)  Engage in the purchase and sale of illiquid  interests in real estate.
          For  this  purpose,   readily  marketable  interests  in  real  estate
          investment trusts are not interests in real estate.

     (7)  Engage in the purchase and sale of commodities or commodity contracts.

   
     (8)  Purchase or retain in its portfolio  securities of any issuer if those
          officers and directors of the Fund or its Manager owning  beneficially
          more than  one-half of one  percent  (0.5%) of the  securities  of the
          issuer together own beneficially more than 5% of such securities.

     (9)  Purchase  securities on margin,  except it may obtain such  short-term
          credits as are necessary for the clearance of  transactions.  The Fund
          will not effect a short sale of a security. The Fund will not issue or
          acquire put and call  options.  (10) Invest more than 5% of its assets
          at the time of purchase in rights and warrants  (other than those that
          have been acquired in units or attached to other securities).

     (11) Invest  more than 20% of its total  assets in  securities  of  foreign
          issuers.

     In addition:

     (12) The Fund may not make loans  except that the Fund may (i) purchase and
          hold debt obligations in accordance with its investment  objective and
          policies, and (ii) enter into repurchase agreements.

     (13) The Fund does not  propose to borrow  money  except for  temporary  or
          emergency purposes from banks in an amount not to exceed the lesser of
          (i) 5% of the value of the Fund's assets,  less liabilities other than
          such borrowings, or (ii) 10% of the Fund's assets taken at cost at the
          time such  borrowing is made.  The Fund may not pledge,  mortgage,  or
          hypothecate its assets (at value) to an extent greater than 15% of the
          gross assets taken at cost.

     Each of these Funds has also adopted the following  restrictions  which are
not fundamental policies and may be changed without shareholder  approval,  each
Fund may not:
    

     (1)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (2)  Purchase warrants in excess of 5% of its total assets, of which 2% may
          be  invested  in  warrants  that  are not  listed  on the New  York or
          American Stock Exchange.

     (3)  Invest  more than 15% of its total  assets in  securities  not readily
          marketable  and in repurchase  agreements  maturing in more than seven
          days.

     (4)  Invest in real estate limited partnership interests.

     (5)  Invest in  interests  in oil,  gas, or other  mineral  exploration  or
          development programs, but the Fund may purchase and sell securities of
          companies which invest or deal in such interests.

   
     (6)  Invest more than 10% of its assets in securities  of other  investment
          companies,  invest more than 5% of its total assets in the  securities
          of  any  one  investment  company,  or  acquire  more  than  3% of the
          outstanding  voting securities of any one investment company except in
          connect with a merger, consolidation or plan of reorganization.
    

INCOME-ORIENTED FUNDS

INVESTMENT OBJECTIVES

   
     Principal Bond Fund, Inc. ("Bond Fund") seeks to provide as high a level of
     income as is consistent with preservation of capital and prudent investment
     risk.

     Principal Government Securities Income Fund, Inc.  ("Government  Securities
     Income Fund") seeks a high level of current income, liquidity and safety of
     principal by  purchasing  obligations  issued or  guaranteed  by the United
     States  Government  or its agencies,  with emphasis on Government  National
     Mortgage Association  Certificates ("GNMA Certificates").  The guarantee by
     the United States Government extends only to principal and interest.  There
     are certain risks unique to GNMA Certificates.

     Principal  High Yield Fund,  Inc.  ("High  Yield  Fund") seeks high current
     income  primarily by purchasing  high  yielding,  lower or non-rated  fixed
     income securities which are believed to not involve undue risk to income or
     principal. Capital growth is a secondary objective when consistent with the
     objective of high current income.

     Principal  Limited Term Bond Fund, Inc.  ("Limited Term Bond Fund") seeks a
     high level of current  income  consistent  with a relatively  high level of
     principal stability by investing in a portfolio of securities with a dollar
     weighted average maturity of five years or less.

     Principal Tax-Exempt Bond Fund, Inc. ("Tax-Exempt Bond Fund") seeks as high
     a level of current  income exempt from federal  income tax as is consistent
     with  preservation  of  capital.  The Fund seeks to achieve  its  objective
     primarily  through the purchase of  investment  grade  quality,  tax-exempt
     fixed income obligations. INVESTMENT RESTRICTIONS
    

     Bond Fund, High Yield Fund and Limited Term Bond Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Bond Fund, High
Yield Fund and Limited Term Bond Fund each may not:

     (1)  Issue any senior  securities as defined in the Investment  Company Act
          of 1940.  Purchasing and selling  securities and futures contracts and
          options thereon and borrowing  money in accordance  with  restrictions
          described below do not involve the issuance of a senior security.

     (2)  Purchase or retain in its portfolio  securities of any issuer if those
          officers or directors of the fund or its Manager  owning  beneficially
          more  than  one-half  of 1%  (0.5%) of the  securities  of the  issuer
          together own beneficially more than 5% of such securities.

     (3)  Invest in commodities or commodity contracts,  but it may purchase and
          sell financial futures contracts and options on such contracts.

     (4)  Invest in real estate,  although it may invest in securities which are
          secured by real estate and  securities of issuers which invest or deal
          in real estate.

     (5)  Borrow money, except for temporary or emergency purposes, in an amount
          not to exceed 5% of the value of the Fund's  total  assets at the time
          of the borrowing.

     (6)  Make  loans,  except  that  the Fund may (i)  purchase  and hold  debt
          obligations in accordance with its investment  objective and policies,
          (ii) enter into  repurchase  agreements,  and (iii) lend its portfolio
          securities without  limitation against collateral  (consisting of cash
          or securities  issued or guaranteed by the United States Government or
          its agencies or instrumentalities) equal at all times to not less than
          100% of the value of the securities loaned.

     (7)  Invest more than 5% of its total assets in the  securities  of any one
          issuer  (other than  obligations  issued or  guaranteed  by the United
          States Government or its agencies or  instrumentalities);  or purchase
          more than 10% of the outstanding voting securities of any one issuer.

     (8)  Act as an underwriter of securities, except to the extent the Fund may
          be  deemed  to be an  underwriter  in  connection  with  the  sale  of
          securities held in its portfolio.

     (9)  Concentrate its investments in any particular  industry or industries,
          except  that the Fund may invest not more than 25% of the value of its
          total assets in a single industry.

     (10) Sell securities short (except where the Fund holds or has the right to
          obtain at no added cost a long  position in the  securities  sold that
          equals  or  exceeds  the  securities   sold  short)  or  purchase  any
          securities on margin,  except it may obtain such short-term credits as
          are  necessary  for the  clearance  of  transactions.  The  deposit or
          payment of margin in  connection  with  transactions  in  options  and
          financial   futures  contracts  is  not  considered  the  purchase  of
          securities on margin.

     (11) Invest  in  interests  in oil,  gas or other  mineral  exploration  or
          development  programs,  although the Fund may invest in  securities of
          issuers which invest in or sponsor such programs.

     Each of these Funds has also adopted the following  restrictions  which are
not fundamental policies and may be changed without shareholder  approval. It is
contrary to each Fund's present policy to:

     (1)  Invest  more than 15% of its total  assets in  securities  not readily
          marketable  and in repurchase  agreements  maturing in more than seven
          days.  The  value of any  options  purchased  in the  Over-the-Counter
          market are included as part of this 15% limitation.

     (2)  Purchase warrants in excess of 5% of its total assets, of which 2% may
          be  invested  in  warrants  that  are not  listed  on the New  York or
          American Stock Exchange.

     (3)  Purchase  securities  of any  issuer  having  less than  three  years'
          continuous  operation  (including  operations of any  predecessors) if
          such purchase  would cause the value of the Fund's  investments in all
          such issuers to exceed 5% of the value of its total assets.

     (4)  Purchase securities of other investment companies except in connection
          with a merger, consolidation, or plan of reorganization or by purchase
          in the open market of  securities  of  closed-end  companies  where no
          underwriter or dealer's  commission or profit,  other than a customary
          broker's commission,  is involved,  and if immediately  thereafter not
          more  than  10% of the  value  of the  Fund's  total  assets  would be
          invested in such securities.

     (5)  Pledge, mortgage or hypothecate its assets, except to secure permitted
          borrowings.  The deposit of underlying  securities and other assets in
          escrow  and  other   collateral   arrangements   in  connection   with
          transactions in put and call options, futures contracts and options on
          futures contracts are not deemed to be pledges or other encumbrances.

     (6)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (7)  Invest  more than 20% of its total  assets in  securities  of  foreign
          issuers.

     (8)  Invest  more than 5% of its total  assets in the  purchase  of covered
          spread options and the purchase of put and call options on securities,
          securities  indices  and  financial  futures  contracts.   Options  on
          financial futures contracts and options on securities  indices will be
          used solely for hedging purposes; not for speculation.

     (9)  Invest  more than 5% of its assets in initial  margin and  premiums on
          financial futures contracts and options on such contracts.

     (10) Invest in arbitrage transactions.

     (11) Invest in real estate limited partnership interests.

     Government Securities Income Fund

   
     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be  changed  without  shareholder  approval.  The  Government
Securities Income Fund may not:
    

     (1)  Issue any senior securities.

     (2)  Purchase any securities other than obligations issued or guaranteed by
          the United  States  Government  or its agencies or  instrumentalities,
          except  that the  Fund  may  maintain  reasonable  amounts  in cash or
          purchase  short-term  debt  securities not issued or guaranteed by the
          United  States  Government  or its agencies or  instrumentalities  for
          daily cash  management  purposes or pending  selection  of  particular
          long-term  investments.  There is no limit on the amount of its assets
          which  may  be  invested  in  the  securities  of any  one  issuer  of
          obligations  issued by the United States Government or its agencies or
          instrumentalities.

     (3)  Act as an underwriter of securities, except to the extent the Fund may
          be deemed to be an  underwriter  in  connection  with the sale of GNMA
          certificates held in its portfolio.

     (4)  Engage in the purchase and sale of interests in real estate, including
          interests in real estate investment trusts (although it will invest in
          securities  secured  by real  estate  or  interests  therein,  such as
          mortgage-backed  securities)  or invest in  commodities  or  commodity
          contracts,   oil  and  gas  interests,   or  mineral   exploration  or
          development programs.

   
     (5)  Purchase or retain in its portfolio  securities of any issuer if those
          officers and directors of the Fund or its Manager owning  beneficially
          more  than  one-half  of 1%  (0.5%) of the  securities  of the  issuer
          together own beneficially more than 5% of such securities.

     (6)  Sell securities short or purchase any securities on margin,  except it
          may obtain such short-term  credits as are necessary for the clearance
          of  transactions.  The deposit or payment of margin in connection with
          transactions  in  options  and  financial  futures  contracts  is  not
          considered the purchase of securities on margin.

     (7)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (8)  Make loans, except that the Fund may purchase or hold debt obligations
          in accordance with the investment  restrictions set forth in paragraph
          (2) and may enter into repurchase agreements for such securities,  and
          may  lend  its  portfolio   securities   without   limitation  against
          collateral  consisting of cash, or securities  issued or guaranteed by
          the United  States  Government  or its agencies or  instrumentalities,
          which  is equal at all  times to 100% of the  value of the  securities
          loaned.

     (9)  Borrow money, except for temporary or emergency purposes, in an amount
          not to exceed 5% of the value of the Fund's total assets.

     (10) Enter into repurchase  agreements maturing in more than seven days if,
          as a result,  thereof,  more than 10% of the Fund's total assets would
          be invested in such  repurchase  agreements  and other assets  without
          readily available market quotations.

     (11) Invest  more than 5% of its total  assets in the  purchase  of covered
          spread options and the purchase of put and call options on securities,
          securities indices and financial futures contracts.

     (12) Invest  more than 5% of its assets in initial  margin and  premiums on
          financial futures contracts and options on such contracts.
    

     The  Fund  has  also  adopted  the  following  restrictions  which  are not
fundamental  policies and may be changed  without  shareholder  approval.  It is
contrary to the Fund's current policy to:

     (1)  Invest  more than 15% of its total  assets in  securities  not readily
          marketable  and in repurchase  agreements  maturing in more than seven
          days.  The  value of any  options  purchased  in the  Over-the-Counter
          market are included as part of this 15% limitation.

     (2)  Pledge, mortgage or hypothecate its assets, except to secure permitted
          borrowings.  The deposit of underlying  securities and other assets in
          escrow  and  other   collateral   arrangements   in  connection   with
          transactions in put and call options, futures contracts and options on
          futures contracts are not deemed to be pledges or other encumbrances.

     (3)  Invest in real estate limited partnership interests.

   
     (4)  Invest more than 10% of its assets in securities  of other  investment
          companies,  invest more than 5% of its total assets in the  securities
          of  any  one  investment  company,  or  acquire  more  than  3% of the
          outstanding  voting securities of any one investment company except in
          connection with a merger, consolidation or plan of reorganization.
    

     Tax-Exempt Bond Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Tax-Exempt Bond
Fund may not:

     (1)  Issue any senior  securities  as defined in the Act except  insofar as
          the Fund may be deemed to have issued a senior  security by reason of:
          (a) purchasing  any  securities on a when-issued  or delayed  delivery
          basis;  or  (b)  borrowing  money  in  accordance  with   restrictions
          described below.

     (2)  Purchase any securities  other than Municipal  Obligations and Taxable
          Investments  as defined in the  Prospectus and Statement of Additional
          Information.

     (3)  Act as an underwriter of securities, except to the extent the Fund may
          be  deemed  to be an  underwriter  in  connection  with  the  sale  of
          securities held in its portfolio.

     (4)  Invest more than 10% of its assets in securities  of other  investment
          companies,  invest more than 5% of its total assets in the  securities
          of  any  one  investment  company,  or  acquire  more  than  3% of the
          outstanding  voting securities of any one investment company except in
          connection with a merger, consolidation or plan of reorganization.

     (5)  Purchase or retain in its portfolio  securities of any issuer if those
          officers  and  directors  of the Fund or its Manager  owning more than
          one-half of 1% (0.5%) of the  securities  of the issuer  together  own
          beneficially more than 5% of such securities.

     (6)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (7)  Invest more than:

          (a)  5% of its total assets in the securities of any one issuer (other
               than  obligations  issued  or  guaranteed  by the  United  States
               Government or its agencies or instrumentalities).  
          (b)  15% of its  total  assets  in  securities  that  are not  readily
               marketable  and in  repurchase  agreements  maturing in more than
               seven days.

     (8)  Invest in real estate,  although it may invest in securities which are
          secured by real estate and  securities of issuers which invest or deal
          in real estate.

     (9)  Invest in commodities or commodity futures contracts.

     (10) Write, purchase or sell puts, calls or combinations thereof.

     (11) Invest  in  interests  in oil,  gas or other  mineral  exploration  or
          development programs,  although it may invest in securities of issuers
          which invest in or sponsor such programs.

     (12) Make short sales of securities.

     (13) Purchase  any  securities  on  margin,   except  it  may  obtain  such
          short-term credits as are necessary for the clearance of transactions.

     (14) Make  loans,   except  that  the  Fund  may  purchase  and  hold  debt
          obligations in accordance with its investment  objective and policies,
          enter  into  repurchase   agreements,   and  may  lend  its  portfolio
          securities without limitation against  collateral,  consisting of cash
          or securities  issued or guaranteed by the United States Government or
          its agencies or instrumentalities, which is equal at all times to 100%
          of the value of the securities loaned.

     (15) Borrow money, except for temporary or emergency purposes from banks in
          an amount not to exceed 5% of the value of the Fund's  total assets at
          the time the loan is made.

     (16) Pledge, mortgage or hypothecate its assets, except to secure permitted
          borrowings.

     The  Fund  has  also  adopted  the  following   restriction  which  is  not
fundamental and may be changed without shareholder  approval.  It is contrary to
the Fund's current policy to:

     (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

   
     Principal Cash Management Fund, Inc. ("Cash Management Fund") seeks as high
     a level of income  available  from  short-term  securities as is considered
     consistent  with  preservation of principal and maintenance of liquidity by
     investing in a portfolio of money market instruments.

     Principal   Tax-Exempt  Cash  Management  Fund,  Inc.   ("Tax-Exempt   Cash
     Management  Fund") seeks,  through  investment in a professionally  managed
     portfolio of high quality short-term Municipal Obligations, as high a level
     of interest  income exempt from federal  income tax as is  consistent  with
     stability of principal and maintenance of liquidity.
    

INVESTMENT RESTRICTIONS

     Cash Management Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Cash Management
Fund may not:

     (1)  Concentrate its  investments in any one industry.  No more than 25% of
          the  value of its total  assets  will be  invested  in  securities  of
          issuers having their principal  activities in any one industry,  other
          than  securities  issued or guaranteed  by the U.S.  Government or its
          agencies or instrumentalities,  or obligations of domestic branches of
          U.S. banks and savings institutions. (See "Bank Obligations").

     (2)  Purchase the  securities of any issuer if the purchase will cause more
          than  5% of the  value  of its  total  assets  to be  invested  in the
          securities of any one issuer (except  securities  issued or guaranteed
          by the U.S. Government, its agencies or instrumentalities).

     (3)  Purchase the  securities of any issuer if the purchase will cause more
          than 10% of the outstanding voting securities of the issuer to be held
          by the Fund (other than  securities  issued or  guaranteed by the U.S.
          Government, its agencies or instrumentalities).

     (4)  Act as an  underwriter  except to the extent that, in connection  with
          the  disposition  of portfolio  securities,  it may be deemed to be an
          underwriter under the federal securities laws.

     (5)  Purchase  securities of any company with a record of less than 3 years
          continuous  operation (including that of predecessors) if the purchase
          would cause the value of the Fund's aggregate  investments in all such
          companies to exceed 5% of the value of the Fund's total assets.

     (6)  Engage in the purchase and sale of illiquid  interests in real estate,
          including  interests in real estate investment trusts (although it may
          invest in securities  secured by real estate or interests  therein) or
          invest in commodities or commodity  contracts,  oil and gas interests,
          or mineral exploration or development programs.

     (7)  Purchase securities of other investment companies except in connection
          with a merger, consolidation, or plan of reorganization.

     (8)  Purchase or retain in its portfolio  securities of any issuer if those
          officers and directors of the Fund or its Manager owning  beneficially
          more  than  one-half  of 1%  (0.5%) of the  securities  of the  issuer
          together  own  beneficially  more  than  5% of  such  securities.  

     (9)  Purchase  securities on margin,  except it may obtain such  short-term
          credits as are necessary for the clearance of  transactions.  The Fund
          will not effect a short sale of any security.  The Fund will not issue
          or  acquire  put  and  call  options,  straddles  or  spreads  or  any
          combination thereof.

     (10) Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (11) Make loans to others except  through the purchase of debt  obligations
          in  which  the Fund is  authorized  to  invest  and by  entering  into
          repurchase agreements (see "Fund Investments").

     (12) Borrow  money except from banks for  temporary or emergency  purposes,
          including the meeting of  redemption  requests  which might  otherwise
          require the untimely  disposition of  securities,  in an amount not to
          exceed the lesser of (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  investments  in  restricted  securities  are expected to
exceed 5% of the fund's net assets; and (2) The Bond, High Yield, International,
International  Emerging Markets and International SmallCap Funds' investments in
foreign  securities  are  expected  to  continue to exceed 5% of each Fund's net
assets.
    

Restricted Securities

     Each of the  Funds  has  adopted  investment  restrictions  that  limit its
investments in restricted  securities or other  illiquid  securities to 15% (10%
for the  Government  Securities  Income Fund and the Money  Market Funds and not
more than 5% in equity securities) of its assets. The Board of Directors of each
of the  Growth-Oriented  and  Income-Oriented  Funds has adopted  procedures  to
determine  the  liquidity  of  Rule  4(2)  short-term  paper  and of  restricted
securities under Rule 144A.  Securities determined to be liquid 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  Principal Funds may invest in foreign  securities to
the indicated percentage of its assets:  International,  International  Emerging
Markets  and  International  SmallCap  Funds -  100%;  Real  Estate  Fund - 25%;
Balanced, Blue Chip, Bond, Capital Value, Growth, High Yield, Limited Term Bond,
MidCap,  SmallCap and Utilities  Funds - 20%. The Cash Management and Tax-Exempt
Cash Management Funds do not invest in foreign  securities other than those that
are United States dollar denominated. United State dollar denominated means that
all principal and interest payments for the security are payable in U.S. dollars
and that the interest rate of, the principal  amount to be repaid and the timing
of payments  related to the  securities do not vary or float with the value of a
foreign  currency,  the rate of interest on foreign currency  borrowings or with
any  other  interest  rate or index  expressed  in a  currency  other  than U.S.
dollars.  Debt securities issued in the United States pursuant to a registration
statement  filed with the Securities and Exchange  Commission are not treated as
foreign securities for purposes of these limitations.
    

     Investment in foreign  securities  presents certain risks,  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.  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.

     Securities of many foreign issuers may be less liquid and their prices more
volatile than those of comparable  domestic issuers.  In particular,  securities
markets in emerging market countries are known to experience long delays between
the trade and  settlement  dates of securities  purchased and sold,  potentially
resulting  in a lack  of  liquidity  and  greater  volatility  in the  price  of
securities on those markets.  In addition,  investments in smaller companies may
present greater  opportunities  for capital  appreciation,  but may also involve
greater  risks than large,  mature  issuers.  Such  companies  may have  limited
product  lines  and  financial  resources.  Their  securities  may trade in more
limited volume than larger companies and may therefore experience  significantly
more price volatility and less liquidity than securities of larger companies. As
a result of these  factors,  the Boards of  Directors  of the Funds have adopted
Daily Pricing and Valuation  Procedures  for the Funds which set forth the steps
to be followed by the Manager and  Sub-Advisor to establish a reliable market or
fair value if a reliable  market value is not  available  through  normal market
quotations.  Oversight of this process is provided by the Executive Committee of
the Boards of Directors.

Spread  Transactions,  Options on Securities and Securities Indices, and Futures
Contracts and Options on Futures Contracts

   
     The Balanced,  Blue Chip, Bond,  Government  Securities Income, High Yield,
International,  International Emerging Markets,  International SmallCap, Limited
Term Bond, MidCap, Real Estate,  SmallCap and Utilities Funds may each engage in
the practices described under this heading.  The Tax-Exempt Bond Fund may invest
in financial futures contracts as described under this heading. In the following
discussion,  the terms "the Fund,"  "each Fund" or "the Funds"  refer to each of
these Funds.
    

     Spread Transactions

     Each Fund may purchase 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  International,   International   Emerging  Markets  and  International
SmallCap  Funds  may,  but are not  obligated  to,  enter into  forward  foreign
currency exchange contracts but may do so only under two  circumstances.  First,
when a Fund is entering  into a contract  for the purchase or sale of a security
denominated in a foreign  currency and wants to "lock-in" the U.S.  dollar price
of the  security.  Second,  when the  Manager  believes  that the  currency of a
particular  foreign  country  in  which a  portion  of a Fund's  securities  are
denominated  may suffer a substantial  decline against the U.S.  dollar.  A Fund
generally will not enter into a forward contract with a term of greater than one
year.

     The  International,   International   Emerging  Markets  and  International
SmallCap Funds 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 a Fund are  denominated.  They will not enter into
such forward contracts for speculative  purposes.  A 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  Principal  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 Principal Funds,  except the Capital Value,  Growth and Cash Management
Funds, may lend their portfolio securities.  None of the Principal Funds intends
to lend its portfolio securities if as a result the aggregate of such loans made
by the Fund would exceed 30% of its total assets.  Portfolio  securities  may be
lent to unaffiliated  broker-dealers and other unaffiliated  qualified financial
institutions  provided that such loans are callable at any time on not more than
five business  days' notice and that cash or government  securities  equal to at
least 100% of the market value of the securities  loaned,  determined  daily, is
deposited by the borrower with the Fund and is maintained each business day in a
segregated account. While such securities are on loan, the borrower 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 Principal Funds may from time to time purchase  securities on a
when-issued  basis and may  purchase or sell  securities  on a delayed  delivery
basis.  The price of such a transaction is fixed at the time of the  commitment,
but delivery and payment take place on a later  settlement  date, which may be a
month or more  after the date of the  commitment.  No  interest  accrues  to the
purchaser  during  this  period,  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 U.S. or
          foreign corporations.
    

     (5)  Short-term  Corporate  Debt -- Corporate  notes,  bonds and debentures
          which at the time of  purchase  have  397  days or less  remaining  to
          maturity.

     (6)  Repurchase  Agreements  --  Instruments  under  which  securities  are
          purchased  from a bank or  securities  dealer with an agreement by the
          seller to repurchase the securities at the same price plus interest at
          a specified rate. (See "FUND INVESTMENTS - Repurchase Agreements.")

     (7)  Taxable  Municipal  Obligations  -- Short-term  obligations  issued or
          guaranteed  by state and  municipal  issuers  which  generate  taxable
          income.

     The  ratings  of  nationally  recognized  statistical  rating  organization
(NRSRO'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. 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 - 35.8% and __._%;  Blue Chip Fund - __._% and 13.3%;  Bond Fund -
_._% and 3.4%;  Capital  Value  Fund - __._% and  50.2%;  Government  Securities
Income Fund - __._% and 25.9%;  Growth  Fund - _._% and 1.8%;  High Yield Fund -
__._% and 18.8%; International Emerging Markets Fund - __._%; International Fund
- - __._ and 23.8%;  International SmallCap Fund - __._%; Limited Term Bond Fund -
__._% and 16.5%; MidCap Fund - __._% and 12.3%; Tax-Exempt Bond Fund - __._% and
9.8%; Utilities Fund - __._% and 34.2%. In view of the investment objectives and
management  policies of the Real Estate and  SmallCap,  it is  anticipated  that
their annual portfolio  turnover rates should generally not exceed 75-100%,  but
in any  particular  year market  conditions  could result in portfolio  activity
greater than anticipated.
    

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,  63,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
Attorney. Vice President, Deere and Company, Retired.
    

     *Roy W. Ehrle,  69,  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,  Principal  Management  Corporation.
Chairman of the Board and Director,  Invista Capital Management,  Inc. Director,
Iowa Business Development Credit Corporation.

   
     Pamela A. Ferguson, 54, Director.  P.O. Box 805, Grinnell,  Iowa. President
and Professor of Mathematics, Grinnell College since 1991.
    

     @Richard W. Gilbert, 57, Director. 1357 Asbury Avenue, Winnetka,  Illinois.
President, Gilbert Communications, Inc. since 1993. Prior thereto, President and
Publisher, Pioneer Press.

   
     *&J. Barry Griswell, 48, Director and Chairman of the Board. Executive Vice
President,  Principal  Mutual Life Insurance  Company,  since 1996;  Senior Vice
President,  1991-1996.  Director and Chairman of the Board, Principal Management
Corporation and Princor Financial Services Corporation.

     *&Stephan L. Jones, 62, Director and President.  Vice President,  Principal
Mutual Life  Insurance  Company  since 1986.  Director  and  President,  Princor
Financial Services Corporation and Principal Management Corporation.
    

     *Ronald E. Keller, 61, Director. Executive Vice President, Principal Mutual
Life  Insurance  Company  since 1992.  Prior  thereto,  Senior  Vice  President.
Director,  Princor  Financial  Services  Corporation  and  Principal  Management
Corporation. Director and Chairman, Invista Capital Management, Inc.

   
     @Barbara A. Lukavsky,  57, Director.  3930 Grand Avenue, Des Moines,  Iowa.
President and CEO, Lu San ELITE USA, L.C.

     &Richard G. Peebler, 68, 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,  45,  Treasurer.   Treasurer,  Principal  Mutual  Life
Insurance Company since 1996. Prior thereto, Associate Treasurer.

     *Michael J. Beer , 36, Financial  Officer.  Senior Vice President and Chief
Operating  Officer,   Princor  Financial  Services   Corporation  and  Principal
Management  Corporation,  since 1997.  Prior  thereto,  Vice President and Chief
Operating Officer.

     David J. Brown,  37,  Assistant  Counsel.  Counsel,  Principal  Mutual Life
Insurance   Company   since   1995;   Attorney,    1994-1995.   Prior   thereto,
Attorney-at-Law, Dickinson, Mackaman, Tyler & Hagen, P.C.

   
     Michael W. Cumings, 46, Assistant Counsel.  Counsel,  Principal Mutual Life
Insurance Company since 1989.

     *Arthur S.  Filean,  59, Vice  President  and  Secretary.  Vice  President,
Princor Financial Services  Corporation,  since 1990. Vice President,  Principal
Management Corporation, since 1996.
    

     *Ernest H. Gillum,  42,  Assistant  Secretary.  Assistant  Vice  President,
Registered  Products,  Princor  Financial  Services  Corporation  and  Principal
Management  Corporation,  since 1995.  Prior thereto,  Product  Development  and
Compliance Officer.

     Jane E. Karli,  40,  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, 46, 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 Principal 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.

   
     The following  information relates to compensation paid by each fund during
the fiscal year ended October 31, 1997.

                                 Each Princor Fund                   Princor
                              except Princor Limited              Limited Term
         Director                 Term Bond Fund                    Bond Fund
         --------                 --------------                    ---------
James D. Davis                          $_,___                        $_,___
Roy W. Ehrle                            $_,___                        $_,___
Pamela A. Ferguson                      $_,___                        $_,___
Richard W. Gilbert                      $_,___                        $_,___
Barbara A. Lukavsky                     $_,___                        $_,___
Richard G. Peebler                       $_,___*                      $_,___
    

*  Richard G.  Peebler  received  $1,350 from each of the  Principal  funds.  He
   received an  additional  $150 from  Princor  Emerging  Growth  Fund,  Princor
   Capital  Accumulation Fund and Princor Growth Fund and $75 from Princor World
   Fund due to his  participation  in the  executive  committee of each of those
   funds.

   
     None  of the  mutual  funds  provide  retirement  benefits  for  any of the
directors.  Total compensation from the 30 investment  companies included in the
fund complex for the fiscal year ended October 31, 1997 was as follows:

James D. Davis            $__,___          Richard W. Gilbert            $__,___
Roy W. Ehrle              $__,___          Barbara A. Lukavsky           $__,___
Pamela A. Ferguson        $__,___          Richard G. Peebler            $__,___

     As of October 31, 1997,  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 Fund
     Blue Chip Fund
     Bond Fund
     Capital Value Fund
     Cash Management Fund
     Government Securities Income Fund  
     Growth Fund 
     International
     Emerging Markets Fund 
     International Fund 
     International SmallCap Fund 
     High Yield Fund 
     Limited Term Bond Fund 
     MidCap Fund
     Tax-Exempt Bond Fund 
     Tax-Exempt Cash Management Fund 
     Utilities Fund
     ------------------------------------------------------------------------

     As of November 30, 1997, the Officers and Directors of each Fund as a group
owned less than 1% of the outstanding  shares of any of the Funds. Other than as
noted in the above  table,  the Funds  knew of no person who owned 5% or more of
the shares of any one Fund.
    

MANAGER AND SUB-ADVISOR

   
     The  Manager  of each of the  Funds  is  Principal  Management  Corporation
(formerly known as 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, 1997 were
approximately  $__._ 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
                              of the Board                        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:

<TABLE>
<CAPTION>
   
                                                             Net Asset Value of Fund

                                        First           Next            Next           Next            Over
                                    $100,000,000    $100,000,000    $100,000,000   $100,000,000    $400,000,000
<S>                                    <C>             <C>              <C>            <C>             <C>
Balanced, High Yield,
and Utilities Funds                     .60%            .55%             .50%           .45%            .40%
International Emerging Markets Fund    1.25%           1.20%            1.15%          1.10%           1.05%
International Fund                      .75%            .70%             .65%           .60%            .55%
International SmallCap Fund            1.20%           1.15%            1.10%          1.05%           1.00%
MidCap Fund                             .65%            .60%             .55%           .50%            .45%
Real Estate Fund                        .90%            .85%             .80%           .75%            .70%
SmallCap Fund                           .85%            .80%             .75%           .70%            .65%
All Other Funds                         .50%            .45%             .40%           .35%            .30%
</TABLE>

     There  is no  assurance  that  any of the  Funds'  net  assets  will  reach
sufficient  amounts to be able to take advantage of the rate decreases.  The net
asset  value of each Fund on October  31,  1997 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, 1997     October 31, 1997
               ----                     ----------------     ----------------

    Balanced Fund                                 $                   %
    Blue Chip
    Fund
    Bond Fund
    Capital Value Fund
    Cash Management Fund
    Government Securities Income Fund
    Growth Fund
    High Yield Fund
    International Fund
    International Emerging Markets Fund
    International SmallCap Fund
    Limited Term Bond Fund
    MidCap Fund
    Tax-Exempt Bond Fund
    Tax-Exempt Cash Management Fund
    Utilities Fund
  * 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                    1997           1996               1995
                ----                    ----           ----               ----
Balanced Fund                            $        $  404,461         $  330,469
Blue Chip Fund                                       212,845            154,603
Bond Fund                                            534,366*           489,133*
Capital Value Fund                                 1,671,502          1,380,466
Cash Management                                    2,555,687*         1,980,472*
Government Securities Income Fund                  1,223,631          1,165,241
Growth Fund                                        1,040,897            701,276
High Yield Fund                                      159,773            129,542
International Emerging Markets Fund
International Fund                                 1,154,783            881,227
International SmallCap Fund
Limited Term Bond Fund                                18,619***
MidCap Fund                                        1,293,848            772,512
Tax-Exempt Bond Fund                                 888,967            828,825
Tax-Exempt Cash Management Fund                      451,467*           471,994*
Utilities Fund                                       375,780*           367,403*

 *Before waiver.
**Period  from  February 29, 1996 (Date  Operations  Commenced)  through
  October 31, 1996.
- --------------------------------------------------------------------------------

     The Manager waived  $__________ and $25,970 of its fee for the Limited Term
Bond Fund for the year ended  October 31, 1997 and the period ended  October 31,
1996,  respectively.  The Manager waived $_________,  $28,413 and $86,318 of its
fee for the Bond Fund for the  years  ended  October  31,  1997,  1996 and 1995,
respectively.  The Manager also waived $__________,  $76,266 and $138,673 of its
fee for the  Tax-Exempt  Cash  Management  Fund for the years ended  October 31,
1997, 1996 and 1995, respectively. The Manager also waived $__________,  $13,242
and $296,359 of its fee for the Cash Management Fund for the years ended October
31,  1997,  1996 and 1995,  respectively.  The Manager  also  waived  $________,
$61,622  and  $152,483  of its fee for the  Utilities  Fund for the years  ended
October 31, 1997, 1996 and 1995, 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                                 1997          1996              1995
 ----                                 ----          ----              ----

 Balanced Fund                          $        $  251,542       $  220,147
 Blue Chip Fund                                     206,942          146,409
 Bond Fund                                          221,648          213,198
 Capital Value Fund                                 567,786          510,906
 Cash Management Fund                             1,762,455        1,494,200
 Government Securities Income Fund                  394,360          435,625
 Growth Fund                                        837,917          584,133
 High Yield Fund                                     66,305           86,915
 International Emerging Markets Fund                                 
 International Fund                                 598,305          525,897
 International SmallCap Fund
 Limited Term Bond Fund                              32,982*         
 MidCap Fund                                        942,986          612,488
 Tax-Exempt Bond Fund                               145,931          193,662
 Tax-Exempt Cash Management Fund                    205,099          214,963
 Utilities Fund                                     288,489          211,232
                                                                     
*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
Principal Cash Management  Fund,  Inc. and Principal  Tax-Exempt Cash Management
Fund,  Inc.  throughout the fiscal years ended October 31, 1997,  1996 and 1995.
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  Principal  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 Principal 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  (except  Real  Estate  and
SmallCap Funds), the Government Securities Income Fund and the Limited Term Bond
Fund  were last  approved  by the  Board of  Directors  for each of the Funds on
September 8, 1997. Each of these  agreements for the Real Estate Fund, which are
dated June 9, 1997,  and for the  SmallCap  Fund,  which are dated  September 8,
1997,  provide for  continuation  in effect  until the  conclusion  of the first
meeting  of  shareholders  of the  Funds,  and  if  approved  by a  vote  of the
outstanding voting securities of the Funds, shall continue in effect in the same
manner  as such  agreements  for  the  other  Principal  Funds.  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  International  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 ees 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, 1997 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                     $
           Blue Chip
           Capital Accumulation
           Emerging Growth
           Growth
           High Yield
           World
          --------------------------------------------
    
 
     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                                    1997         1996            1995
  ----                                    ----         ----            ----
  Balanced Fund                             $        $ 41,537         $ 34,622
  Blue Chip Fund                                       17,198           21,040
  Capital Value Fund                                  375,742          335,720
  Growth Fund                                          64,704           56,733
  International Emerging Markets Fund*
  International Fund                                  338,670          360,682
  International SmallCap Fund*                            N/A              N/A
  MidCap Fund                                          99,466           59,471
  Utilities Fund                                       70,140           27,861

* Period  from  August 14, 1997 (date  operations  commenced)  through
  October 31, 1997.
- -------------------------------------------------------------------------------

Brokerage  commissions  paid to affiliates  during the year ended October 31, 
1997 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
         ----         ------    ----------------- ------------------------------

Capital Value Fund      $               %                          %
Utilities Fund                          %                          %
                            Commissions Paid to Morgan Stanley and Co.
- -------------------------------------------------------------------------------
                   Total Dollar   As Percent of     As Percent of Dollar Amount
         Fund         Amount    Total Commissions of Commissionable Transactions
         ----         ------    ----------------- ------------------------------
Balanced Fund             $             %                         %
Blue Chip Fund                          %                         %
Capital Value Fund                      %                         %
International Fund                      %                         %
MidCap Fund                             %                         %
    

     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 offers only Class A and Class B shares. The Tax-Exempt Cash Management
Fund offers only Class A shares.  Class A Shares. An investor who purchases less
than $1 million  of Class A shares  (except  Class A shares of the Money  Market
Funds) pays a sales charge at the time of purchase. As a result, such shares are
not subject to any charges when they are redeemed.  An investor who purchases $1
million  or more of Class A shares  does not pay a sales  charge at  thetime  of
purchase.  However,  a redemption of such shares occurring within 18 months from
the date of  purchase  will be subject to a  contingent  deferred  sales  charge
("CDSC") at the rate of .75% (.25% for the Limited Term Bond Fund) the lesser of
the value of the shares redeemed  (exclusive of reinvested  dividend and capital
gain distributions) or the total cost of such shares. Shares subject to the CDSC
which are exchanged  into another  Principal Fund will continue to be subject to
the CDSC until the original 18 month period expires.  However no CDSC is payable
with respect to  redemption  of Class A shares used to fund a Princor  401(a) or
Princor  401(k)   retirement  plan,  except   redemptions   resulting  from  the
termination of the plan or transfer of plan assets.  In addition,  the CDSC will
be waived in connection  with 1) redemption of shares from  retirement  plans to
satisfy minimum  distribution rules under the Code or 2) shares redeemed through
a  systematic  withdrawal  plan  that  permits  up to  10%  of  the  value  of a
shareholder's  Class A shares of a particular  Fund on the last  business day of
December  of  each  year  to  be  withdrawn   automatically   in  equal  monthly
installments  throughout the year.  Certain  purchases of Class A shares qualify
for reduced sales charges. Class A shares for each Fund, except the Money Market
Funds,  currently  bear a 12b-1 fee at the annual rate of up to 0.25% (0.15% for
the Limited  Term Bond Fund) of the Fund's  average net assets  attributable  to
Class A shares. See "Distribution Plan."

     Class B Shares.  Class B shares are  purchased  without  an  initial  sales
charge,  but are subject to a declining  CDSC of up to 4% (1.25% for the Limited
Term Bond Fund) if  redeemed  within six years.  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 sharesdue 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 Principal 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.
    

     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  Principal  Fund will  convert  into
Class A shares based on the time of the initial purchase.  (See "How to Exchange
Shares".) At the same time, a pro rata portion of all shares  purchased  through
reinvestment of dividends and  distributions  would convert into Class A shares,
with that portion determined by the ratio that the shareholder's  Class 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  (other than  distributions  received as a
result of a plan  termination)  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 Principal Fund at the
same time,  those  purchases are  aggregated and added to the net asset value of
the shares of Principal  Funds  already  owned by the investor to determine  the
sales charge for the new purchase.  Class A shares of the Money Market Funds are
not counted in  determining  either the amount of a new  purchase or the current
net asset value of shares already  owned,  unless the shares of the Money Market
Funds were  acquired in exchange  for shares of other  Principal  Funds.  If the
investor  purchases shares from a broker/dealer  other than Princor,  the dealer
should be advised of any shares already owned.
    

     Investments  made  by  an  individual,  or by an  individual's  spouse  and
dependent  children  purchasing  shares  for  their  own  account  or by a trust
primarily  for the benefit of such persons,  or by a trustee or other  fiduciary
purchasing for a single trust estate or single  fiduciary  account  (including a
pension,  profit-sharing,  or other employee-benefit trust created pursuant to a
plan qualified  under Section 401 of the Internal  Revenue Code) will be treated
as investments made by a single investor in calculating the sales charge.  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  Principal  Tax-Exempt  Bond Fund and  Principal
Tax-Exempt  Cash  Management  Fund,  have  obtained an exemptive  order from the
Securities  and  Exchange  Commission  ("SEC") to permit  each Fund to offer its
shares at net asset value to participants of certain annuity contracts issued by
Principal 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, 1997 and ending  January 31,
1998,  investors may purchase  Class A shares of the Funds at net asset value to
the extent that this investment represents the proceeds of a redemption,  within
the preceding 60 days, of shares (the purchase price of which shares  included a
front-end  sales charge on the  redemption  of which was subject to a contingent
deferred sales charge) of another  investment  company.  This provision does not
apply to purchase of Class A shares  used to fund a defined  contribution  plan.
When  making a purchase  at net asset  value  pursuant  to this  provision,  the
investor must indicate on the account  application  that the purchase  qualifies
for a net asset  value  purchase  and must  forward  to  Princor  either (i) the
redemption check  representing the proceeds of the shares redeemed,  endorsed to
the  order of  Princor  Financial  Services  Corporation,  or (ii) a copy of the
confirmation   from  the  other   investment   company  showing  the  redemption
transactions.  In the case of a wire purchase pursuant to this provision, a copy
of the  confirmation  from the other  investment  company showing the redemption
must be forwarded to and received by Princor  within 21 days  following the date
of purchase.  If the  confirmation is not provided  within the 21-day period,  a
sufficient number of shares will be redeemed from the  shareholder's  account to
pay the otherwise applicable sales charge.

   
     Purchases  at a  Reduced  Sales  Charge.  A  reduced  sales  charge is also
available for purchases of Class A shares of the Funds,  except the Limited Term
Bond Fund, to the extent that the investment represents 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  Principal  Fund  within  one year after the date of death of the
insured.  (Shareholders should seek advice from their tax advisors regarding the
tax  consequences of distributions  from annuity  contracts.) Such shares may be
purchased  at net asset value plus a sales  charge  which  ranges from a high of
2.50% to a low of 0% of the offering price (equivalent to a range of 2.56% to 0%
of the net amount invested) according to the schedule below:
    

- --------------------------------------------------------------------------------
                                 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 Principal Limited Term Bond Fund and, in
certain circumstances, Principal Tax-Exempt Bond Fund which is not available for
certain retirement plans, are sold at net asset value to stock bonus, pension or
profit sharing plans that meet the requirements for qualification  under Section
401 of the Internal  Revenue Code of 1986, as amended,  certain  Section  403(b)
Plans, Section 457 Plans and other Non-qualified Plans administered by Principal
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
                                      ----------
     ---------------------------------------------------------------------------
              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),  SIMPLE IRA Plans,  Simplified
Employee Pension Plans ("SEPs"),  Salary Reduction  Simplified  Employee Pension
Plans ("SAR/SEPs"), Non-Qualified Deferred Compensation Plans, Payroll Deduction
Plans  ("PDPs"),  Plan  Term  PDP and  certain  Association  Plans.  A PDP is an
arrangement  whereby  an  employer,  or a  trustee  of a  terminating  qualified
retirement  plan enters into a written  agreement  with Princor  permitting  the
solicitation of its employees or the plan  participants.  A PDP is not available
for 403(b) plans. PDP investments are made by or through an  employer/trustee on
behalf of the employees/participants 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
                                Percentage 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,
                                         1997         1996             1995
                                         ----         ----             ----
Balanced Fund                          $         $   448,584      $   266,479
Blue Chip Fund                                       469,388          168,419
Bond Fund                                            637,949          476,813
Capital Value Fund                                   988,680          611,180
Cash Management Fund                                   1,013
Government Securities Income Fund                  1,233,811          835,393
Growth Fund                                        1,813,439        1,237,015
High Yield Fund                                      164,687           93,608
International Emerging Markets Fund**
International Fund                                   951,553          739,560
International SmallCap Fund**
Limited Term Bond Fund*                               56,766
MidCap Fund                                        2,112,480        1,293,597
Tax-Exempt Bond Fund                                 698,730          584,221
Tax-Exempt Cash Management Fund                        1,631
Utilities Fund                                       370,724          288,533

*  Period from  February  29, 1996 (Date  Operations  Commenced)  through
   October  31,  1996. 
** Period  from  August 29,  1997  (Date  Operations Commenced) through 
   October 31, 1997
- ------------------------------------------------------------------------------- 
    

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 Principal Funds. In addition,  Princor may remit on
a  continuous  basis up to .25%  (.15% for the  Limited  Term Bond  Fund) to the
Registered  Representatives  and  other  selected  Dealers  (including  for this
purpose,  certain financial institutions) as a trail fee in recognition of their
services and assistance.

     Class R Distribution  Plan.  Each of the Funds,  except the Tax-Exempt Bond
Fund and Tax-Exempt Cash Management  Fund, have adopted a distribution  plan for
the Class R shares.  Each  Class R Plan  provides  for  payments  by the Fund to
Princor  at the  annual  rate of up to .75% of the  Fund's  average  net  assets
attributable to Class R shares.

     Although  Class R shares are sold without an initial sales charge,  Princor
incurs  certain  distribution  expenses.  In  addition,  Princor  may remit on a
continuous  basis up to .25% to Registered  Representatives  and other  selected
Dealers (including, for this purpose, certain financial institutions) as a trail
fee in recognition of their ongoing services and assistance.

     General  Information  Regarding  Distribution  Plans. A  representative  of
Princor  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, 1997 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 Materials   Service Fees     Overhead     Expenditures
- -----------------------------  --------    --------    ---------   ---------------   ------------     --------     ------------
<S>                             <C>        <C>          <C>          <C>               <C>            <C>            <C>
Balanced Fund
Blue Chip Fund
Bond Fund
Capital Accumulation Fund
Emerging Growth Fund
Government Securities Income
Fund
Growth Fund
High Yield Fund
Limited Term Bond Fund
Tax-Exempt Bond Fund
Utilities Fund
World Fund
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The amount  received  from each Fund and  retained  by  Princor  during the
period  ended  October 31, 1997 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 Printing  Brochures  Sales Materials  Service Fees    Overhead   Commissions Expenditures
  ---------------------   --------  ---------------  ---------  ---------------  ------------    --------   ----------- ------------



<S>                       <C>          <C>            <C>         <C>              <C>           <C>          <C>        <C>     
  Balanced
  Blue Chip
  Bond
  Capital Accumulation
  Cash Management
  Emerging Growth
  Government Securities
  Income
  Growth
  High Yield
  Limited Term Bond
  Tax-Exempt Bond
  Tax-Exempt Cash Management
  Utilities
  World
- -------------------------------------------------------------------------------- 
</TABLE>

     The amount  received  from each Fund and  retained  by  Princor  during the
period  ended  October 31, 1997 and the manner in which such  amounts were spent
pursuant to the Class R Distribution  Plan for the last fiscal period of each of
the Funds were as follows:



<TABLE>
<CAPTION>
  ------------------------------------------------------------------------------                 
                                                                      EXPENDITURES
                                     Prospectus and               Registered                  Underwriter's
                           Amount      Shareholder     Sales     Representative                Salaries and      Total
       Fund               Retained  Report Printing  Brochures  Sales Materials  Service Fees    Overhead    Expenditures
  ---------------------   --------  ---------------  ---------  ---------------  ------------    --------    ------------



<S>                        <C>        <C>            <C>          <C>             <C>             <C>           <C>   
  Balanced
  Blue Chip
  Bond
  Capital Accumulation
  Cash Management
  Emerging Growth
  Government Securities Income
  Growth
  High Yield
  Limited Term Bond
  Utilities
  World
  ------------------------------------------------------------------------------ 
</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 September 8,
1997.
    

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.

   
     Certain  securities  issued by companies in emerging  market  countries may
have more  than one  quoted  valuation  at any  given  point in time,  sometimes
referred to as a "local" price and a "premium" price. The premium price is often
a  negotiated  price  which may not  consistently  represent  a price at which a
specific  transaction  can be  effected.  It is the policy of the  International
Emerging Markets Fund,  International  Fund and  International  SmallCap Fund to
value such  securities  at prices at which it is  expected  those  shares may be
sold,   and  the  Manager  or  any   sub-adviser  is  authorized  to  make  such
determinations subject to such oversight by the Fund's Board of Directors as may
from time to time be necessary.
    

Money Market Funds

     The 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 Principal 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, 1997 average annual return for
Class A shares for each of the Funds for the periods indicated:

     ------------------------------------------------------------------------
               Fund                       1-Year       5-Year      10-Year
               ----                       ------       ------      -------
     Balanced Fund
     Blue Chip Fund
     Bond Fund
     Capital Accumulation Fund
     Emerging Growth Fund
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund
     Tax-Exempt Bond Fund
     Utilities Fund
     World Fund
     (1)  Period beginning December 18, 1987 and ending October 31, 1997.
     (2)  Period beginning March 1, 1991 and ending October 31, 1997.
     (3)  Period beginning February 29, 1996 and ending October 31, 1997.
     (4)  Period beginning December 16, 1992 and ending October 31, 1997.
     (5)  Period beginning August 29, 1997 and ending October 31, 1997.
     ------------------------------------------------------------------------

     The following  table shows as of October 31, 1997 average annual return for
Class B shares for each of the Funds for the period indicated:

     -------------------------------------------------------------------

               Fund                       1-Year       5-Year(1)
               ----                       ------       --------
     Balanced Fund
     Blue Chip Fund
     Bond Fund
     Capital Accumulation Fund
     Emerging Growth Fund
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund
     Tax-Exempt Bond Fund
     Utilities Fund
     World Fund
     (1)  Period beginning December 9, 1994 and ending October 31, 1997.
     (2)  Period beginning February 29, 1996 and ending October 31, 1997.
     (3)  Period  beginning August 29, 1997 and ending October 31, 1997.
     --------------------------------------------------------------------

     The following  table shows as of October 31, 1997 average annual return for
Class R shares for each of the Funds for the period indicated:

     --------------------------------------------------------------------
               Fund                       1-Year       5-Year(1)
               ----                       ------       ---------
     Balanced Fund
     Blue Chip Fund
     Bond Fund
     Capital Accumulation Fund
     Emerging Growth Fund
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund
     Tax-Exempt Bond Fund
     Utilities Fund
     World Fund
     (1)  Period beginning February 29, 1996 and ending October 31, 1997.
     (2)  Period  beginning August 29, 1997 and ending October 31, 1997.
     ---------------------------------------------------------------------
    

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, 1997 the yield for each class of shares for each
of the Income-Oriented Funds:

  ---------------------------------------------------------------------------
                                           Yield As of October 31, 1997
                                       --------------------------------------
               Fund                    Class A        Class B         Class R
               ----                    -------        -------         -------
  Bond Fund
  Government Securities Income Fund
  High Yield Fund
  Limited Term Bond Fund
  Tax-Exempt Bond Fund
  ---------------------------------------------------------------------------


     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,  1997  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
              -------             -------                 --------
                                                            28.0%
                                                            36.0%
                                                            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,  1997,  the Cash  Management  Fund's yield for Class A shares,
Class B shares and Class R shares was ____%, ____% and ____%, respectively,  and
the  Tax-Exempt  Cash  Management  Fund's  yield for Class A shares  and Class B
shares was ____% and ____%,  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,  1997,  the  Cash
Management Fund's effective yield for Class A shares, Class B shares and Class R
shares  was  ____%,  ____% and  ____%,  respectively,  and the  Tax-Exempt  Cash
Management  Fund's  effective  yield for Class A shares  and Class B shares  was
____% and ____%, 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, 1997
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
    -------         -------       -------            -------         --------
                                                                       28.0%
                                                                       36.0%
                                                                       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 Principal  Funds.  An investment in the
Principal  Funds is not  guaranteed;  values  and  returns  generally  vary with
changes in market conditions.

                        Tax-deferred vs. taxable savings plan

                          _______________________________________  $300,059

                          ---------------------------------------

                          _______________________________________  $192,844

                          ---------------------------------------

                          ---------------------------------------

                          ---------------------------------------

                          ---------------------------------------
                   Years:  5    10    15    20    25    30

                      ---    With a tax-deferred savings plan
                      ---    Without a tax-deferred savings plan

TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other requirements,  each Fund intends to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund 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 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.

     International  Emerging Markets Fund,  International Fund and International
SmallCap Fund

   
     In each fiscal year when,  at the close of such year,  more than 50% of the
value  of  the  total  assets  of  the   International   Emerging  Market  Fund,
International Fund or the International SmallCap Fund are invested in securities
of foreign corporations, such 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 Principal 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.

GENERAL INFORMATION AND HISTORY

     Effective  January 1, 1998, the following changes were made to the names of
the Funds:

           Old Fund Name                             New Fund Name
           -------------                             -------------

Princor Balanced Fund, Inc.                Principal Balanced Fund, Inc.
Princor Blue Chip Fund, Inc.               Principal Blue Chip Fund, Inc.
Princor Bond Fund, Inc.                    Principal Bond Fund, Inc.
Princor Capital Accumulation Fund, Inc.    Principal Capital Value Fund, Inc.
Princor Cash Management Fund, Inc.         Principal Cash Management Fund, Inc.
Princor Emerging Growth Fund, Inc.         Principal MidCap Fund, Inc.
Princor Government Securities Income       Principal Government Securities
  Fund, Inc.                                 Income Fund, Inc.
Princor Growth Fund, Inc.                  Principal Growth Fund, Inc.
Princor High Yield Fund, Inc.              Principal High Yield Fund, Inc.
Princor Limited Term Bond Fund, Inc.       Principal Limited Term Bond
                                             Fund, Inc.
Princor Tax-Exempt Bond Fund, Inc.         Principal Tax-Exempt Bond Fund, Inc.
Princor Tax-Exempt Cash Management         Principal Tax-Exempt Cash
  Fund, Inc.                                 Management Fund, Inc.
Princor Utilities Fund, Inc.               Principal Utilities Fund, Inc.
Princor World Fund, Inc.                   Principal International Fund, Inc.
    

FINANCIAL STATEMENTS

   
     The financial statements for each of the Principal Funds for the year ended
October 31, 1997 appearing in the Annual Reports to Shareholders and the reports
thereon of Ernst & Young LLP, independent auditors, will be added by amendment.
    

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.



                          PRINCIPAL BALANCED FUND, INC.
                         PRINCIPAL BLUE CHIP FUND, INC.
                            PRINCIPAL BOND FUND, INC.
                       PRINCIPAL CAPITAL VALUE FUND, INC.
                      PRINCIPAL CASH MANAGEMENT FUND, INC.
                PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.
                           PRINCIPAL GROWTH FUND, INC.
                         PRINCIPAL HIGH YIELD FUND, INC.
               PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
                       PRINCIPAL INTERNATIONAL FUND, INC.
                   PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
                     PRINCIPAL LIMITED TERM BOND FUND, INC.
                           PRINCIPAL MIDCAP FUND, INC.
                        PRINCIPAL REAL ESTATE FUND, INC.
                          PRINCIPAL SMALLCAP FUND, INC.
                      PRINCIPAL TAX-EXEMPT BOND FUND, INC.
                 PRINCIPAL TAX-EXEMPT CASH MANAGEMENT FUND, INC.
                         PRINCIPAL UTILITIES FUND, INC.


                       Statement of Additional Information

                            dated ___________________

     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   ______________________.   

     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-9


                                TABLE OF CONTENTS



   
Investment Policies and Restrictions of the Funds..........................  2
   Growth-Oriented Funds...................................................  3
   Income-Oriented Funds ..................................................  8
   Money Market Funds...................................................... 14
Funds' Investments......................................................... 17
Directors and Officers of the Funds........................................ 32
Manager and Sub-Advisor.................................................... 34
Cost of Manager's Services................................................. 35
Brokerage on Purchases and Sales of Securities............................. 39
How to Purchase Shares..................................................... 41
Offering Price of Funds' Shares............................................ 44
Distribution Plan.......................................................... 50
Determination of Net Asset Value of Funds' Shares ......................... 53
Performance Calculation.................................................... 54
Tax Treatment of Funds, Dividends and Distributions  ...................... 59
General Information and History............................................ 62
Financial Statements ...................................................... 63
Appendix A................................................................. 64
    

INVESTMENT POLICIES AND RESTRICTIONS OF THE FUNDS

     The following information about the Principal Funds, a family of separately
incorporated,  diversified,  open-end management investment companies,  commonly
called mutual funds,  supplements  the  information  provided in the  Prospectus
under the caption "Investment Objectives, Policies and Restrictions."

     There are three categories of Principal Funds: Growth-Oriented Funds, which
include  seven  Funds  which  seek  primarily   capital   appreciation   through
investments in equity securities (Capital Value Fund, Growth Fund, International
Emerging Markets Fund,  International Fund,  International SmallCap Fund, MidCap
Fund  and  SmallCap  Fund),  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), one Fund which seeks
to  generate  total  return  by  investing  primarily  in equity  securities  of
companies  principally  engaged in the real estate  industry (Real Estate Fund),
and one Fund  which  seeks  current  income and  long-term  growth of income and
capital  by  investing  primarily  in  equity  and  fixed-income  securities  of
companies in the public utilities  industry  (Utilities  Fund);  Income-Oriented
Funds,  which  include  five funds  which seek  primarily a high level of income
through investments in debt securities (Bond Fund,  Government Securities Income
Fund,  High Yield Fund,  Limited Term Bond Fund and Tax-Exempt  Bond Fund);  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 Principal Funds.

GROWTH-ORIENTED FUNDS

INVESTMENT OBJECTIVES

     Principal  Balanced Fund, Inc.  ("Balanced Fund") seeks to generate a total
     investment  return  consisting of current  income and capital  appreciation
     while assuming reasonable risks in furtherance of the investment objective.

     Principal Blue Chip Fund,  Inc.  ("Blue Chip Fund") seeks to achieve growth
     of capital and growth of income by investing  primarily in common stocks of
     well capitalized, established companies.

     Principal Capital Value Fund, Inc.  ("Capital Value Fund") seeks to achieve
     primarily   long-term  capital   appreciation  and  secondarily  growth  of
     investment income through the purchase  primarily of common stocks, but the
     Fund may invest in other securities.

     Principal Growth Fund, Inc. ("Growth Fund") seeks growth of capital through
     the purchase  primarily of common stocks,  but the Fund may invest in other
     securities.

     Principal   International  Emerging  Markets  Fund,  Inc.   ("International
     Emerging  Markets  Fund") seeks to achieve  long-term  growth of capital by
     investing  primarily  in equity  securities  of issuers in emerging  market
     countries.

     Principal  International Fund, Inc.  ("International Fund") seeks long-term
     growth of capital by  investing  in a  portfolio  of equity  securities  of
     companies domiciled in any of the nations of the world.

     Principal International SmallCap Fund, Inc. ("International SmallCap Fund")
     seeks to achieve  long-term  growth of capital by  investing  primarily  in
     equity securities of non-United States companies with comparatively smaller
     market capitalizations.

     Principal  MidCap  Fund,  Inc.  ("MidCap  Fund")  seeks to achieve  capital
     appreciation  by investing  primarily in  securities  of emerging and other
     growth-oriented companies.

     Principal  Real Estate Fund,  Inc.  ("Real  Estate Fund") seeks to generate
     total  return by  investing  primarily  in equity  securities  of companies
     principally engaged in the real estate industry.

     Principal SmallCap Fund, Inc.  ("SmallCap Fund") seeks to achieve long-term
     growth of capital by investing  primarily in equity securities of companies
     with comparatively smaller market capitalizations.

     Principal  Utilities  Fund, Inc.  ("Utilities  Fund") seeks to provide high
     current income and long-term  growth of income and capital.  The Fund seeks
     to achieve its objective by investing  primarily in equity and fixed income
     securities of companies in the public utilities industry.

INVESTMENT RESTRICTIONS

     Balanced  Fund,  Blue  Chip  Fund,  International  Emerging  Markets  Fund,
     International Fund,  International SmallCap Fund, MidCap Fund, Real Estate,
     SmallCap and Utilities Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder  approval.  The Balanced Fund,
Blue  Chip  Fund,  International  Fund,  International  Emerging  Markets  Fund,
International  SmallCap Fund,  MidCap Fund, Real Estate,  SmallCap and Utilities
Fund each may not:

     (1)  Issue any senior  securities as defined in the Investment  Company Act
          of 1940.  Purchasing and selling  securities and futures contracts and
          options thereon and borrowing  money in accordance  with  restrictions
          described below do not involve the issuance of a senior security.

     (2)  Purchase or retain in its portfolio  securities of any issuer if those
          officers or directors of the Fund or its Manager  owning  beneficially
          more  than  one-half  of 1%  (0.5%) of the  securities  of the  issuer
          together own beneficially more than 5% of such securities.

     (3)  Invest in commodities or commodity contracts,  but it may purchase and
          sell financial futures contracts and options on such contracts.

     (4)  Invest in real estate,  although it may invest in securities which are
          secured by real estate and  securities of issuers which invest or deal
          in real estate.

     (5)  Borrow money, except for temporary or emergency purposes, in an amount
          not to exceed 5% of the value of the Fund's  total  assets at the time
          of the borrowing.

     (6)  Make  loans,  except  that  the Fund may (i)  purchase  and hold  debt
          obligations in accordance with its investment  objective and policies,
          (ii) enter into  repurchase  agreements,  and (iii) lend its portfolio
          securities without  limitation against collateral  (consisting of cash
          or securities  issued or guaranteed by the United States Government or
          its agencies or instrumentalities) equal at all times to not less than
          100% of the value of the securities loaned.

     (7)  Invest more than 5% of its total assets in the  securities  of any one
          issuer  (other than  obligations  issued or  guaranteed  by the United
          States  Government or its agencies or  instrumentalities)  except that
          this  limitation  shall  apply  only with  respect to 75% of the total
          assets   of  the   International   Emerging   Markets   Fund  and  the
          International  SmallCap  Fund;  or  purchase  more  than  10%  of  the
          outstanding voting securities of any one issuer.

     (8)  Act as an underwriter of securities, except to the extent the Fund may
          be  deemed  to be an  underwriter  in  connection  with  the  sale  of
          securities held in its portfolio.

     (9)  Concentrate its investments in any particular  industry or industries,
          except that:
          (a)  the  Utilities  Fund may not  invest  less  than 25% of its total
               assets  in  securities  of  companies  in  the  public  utilities
               industry,
          (b)  the Balanced Fund, Blue Chip Fund, International Emerging Markets
               Fund,  International  Fund,  International  SmallCap Fund, MidCap
               Fund and  SmallCap  Fund each may invest not more than 25% of the
               value of its total assets in a single industry, and
          (c)  the Real  Estate  Fund may not invest  less than 25% of its total
               assets in securities of companies in the real estate industry.

     (10) Sell securities short (except where the Fund holds or has the right to
          obtain at no added cost a long  position in the  securities  sold that
          equals  or  exceeds  the  securities   sold  short)  or  purchase  any
          securities on margin,  except it may obtain such short-term credits as
          are  necessary  for the  clearance  of  transactions.  The  deposit or
          payment of margin in  connection  with  transactions  in  options  and
          financial   futures  contracts  is  not  considered  the  purchase  of
          securities on margin.

     (11) Invest  in  interests  in oil,  gas or other  mineral  exploration  or
          development  programs,  although the Fund may invest in  securities of
          issuers which invest in or sponsor such programs.

     Each of these Funds has also adopted the following  restrictions  which are
not fundamental policies and may be changed without shareholder  approval. It is
contrary to each Fund's present policy to:

     (1)  Invest  more than 15% of its total  assets in  securities  not readily
          marketable  and in repurchase  agreements  maturing in more than seven
          days.  The  value of any  options  purchased  in the  Over-the-Counter
          market are included as part of this 15% limitation.

     (2)  Purchase warrants in excess of 5% of its total assets, of which 2% may
          be  invested  in  warrants  that  are not  listed  on the New  York or
          American Stock Exchange.  The 2% limitation for the International Fund
          also includes  warrants not listed on the Toronto Stock Exchange.  The
          2%  limitation  for  the  International   Emerging  Markets  Fund  and
          International  SmallCap Fund also includes  warrants not listed on the
          Toronto Stock Exchange and the Chicago Board Options Exchange.

     (3)  Purchase  securities  of any  issuer  having  less than  three  years'
          continuous  operation  (including  operations of any  predecessors) if
          such purchase  would cause the value of the Fund's  investments in all
          such issuers to exceed 5% of the value of its total assets.

     (4)  Pledge, mortgage or hypothecate its assets, except to secure permitted
          borrowings.  The deposit of underlying  securities and other assets in
          escrow  and  other   collateral   arrangements   in  connection   with
          transactions in put and call options, futures contracts and options on
          futures contracts are not deemed to be pledges or other encumbrances.

     (5)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (6)  Invest  more than 5% of its total  assets in the  purchase  of covered
          spread options and the purchase of put and call options on securities,
          securities  indices  and  financial  futures  contracts.   Options  on
          financial futures contracts and options on securities  indices will be
          used solely for hedging purposes; not for speculation.

     (7)  Invest  more than 5% of its assets in initial  margin and  premiums on
          financial futures contracts and options on such contracts.

     (8)  Invest in arbitrage transactions.

     (9)  Invest in real estate limited  partnership  interests except that this
          restriction shall not apply to the Real Estate Fund.

     (10) Invest in mineral leases.

     The Balanced Fund, Blue Chip Fund, MidCap Fund, SmallCap Fund and Utilities
Fund have also adopted a restriction,  which is not a fundamental policy and may
be changed without shareholder approval, that each such Fund may not invest more
than 20% of its total assets in securities of foreign issuers.

     The Real Estate Fund has adopted a restriction,  which is not a fundamental
policy and may be changed without  shareholder  approval,  that the Fund may not
invest more than 25% of its total assets in securities of foreign issuers.

     The Balanced Fund,  Blue Chip Fund,  International  Emerging  Markets Fund,
International Fund,  International SmallCap Fund, MidCap Fund, SmallCap Fund and
Utilities  Fund have  also  adopted a  restriction,  which is not a  fundamental
policy and may be changed without shareholder  approval,  that each Fund may not
invest more than 10% of its assets in securities of other investment  companies,
invest more than 5% of its total assets in the  securities of any one investment
company or acquire more than 3% of the outstanding  voting securities of any one
investment company except in connection with a merger,  consolidation or plan of
reorganization and the Funds may purchase securities of closed-end  companies in
the open market where no  underwriter  or dealer's  commission or profit,  other
than a customary broker's commission, is involved.

     The  Utilities  Fund  has  also  adopted  a  restriction,  which  is  not a
fundamental  policy and may be changed without  shareholder  approval,  that the
Fund may not own more than 5% of the outstanding  voting securities of more than
one public utility  company as defined by the Public Utility Holding Company Act
of 1935.

     Capital Value Fund and Growth Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without  shareholder  approval.  The Capital Value
Fund and Growth Fund each may not:

     (1)  Concentrate its  investments in any one industry.  No more than 25% of
          the value of its total assets will be invested in any one industry.

     (2)  Purchase the  securities of any issuer if the purchase will cause more
          than  5% of the  value  of its  total  assets  to be  invested  in the
          securities of any one issuer (except U. S. Government securities).

     (3)  Purchase the  securities of any issuer if the purchase will cause more
          than 10% of the voting securities, or any other class of securities of
          the issuer, to be held by the Fund.

     (4)  Underwrite  securities  of  other  issuers,  except  that the Fund may
          acquire  portfolio  securities under  circumstances  where if sold the
          Fund might be deemed an underwriter for purposes of the Securities Act
          of 1933.

     (5)  Purchase  securities  of any company  with a record of less than three
          years'  continuous  operation  (including that of predecessors) if the
          purchase would cause the value of the Fund's aggregate  investments in
          all such companies to exceed 5% of the Fund's total assets.

     (6)  Engage in the purchase and sale of illiquid  interests in real estate.
          For  this  purpose,   readily  marketable  interests  in  real  estate
          investment trusts are not interests in real estate.

     (7)  Engage in the purchase and sale of commodities or commodity contracts.

     (8)  Purchase or retain in its portfolio  securities of any issuer if those
          officers and directors of the Fund or its Manager owning  beneficially
          more than  one-half of one  percent  (0.5%) of the  securities  of the
          issuer together own beneficially more than 5% of such securities.

     (9)  Purchase  securities on margin,  except it may obtain such  short-term
          credits as are necessary for the clearance of  transactions.  The Fund
          will not effect a short sale of a security. The Fund will not issue or
          acquire put and call  options.  (10) Invest more than 5% of its assets
          at the time of purchase in rights and warrants  (other than those that
          have been acquired in units or attached to other securities).

     (11) Invest  more than 20% of its total  assets in  securities  of  foreign
          issuers.

     In addition:

     (12) The Fund may not make loans  except that the Fund may (i) purchase and
          hold debt obligations in accordance with its investment  objective and
          policies, and (ii) enter into repurchase agreements.

     (13) The Fund does not  propose to borrow  money  except for  temporary  or
          emergency purposes from banks in an amount not to exceed the lesser of
          (i) 5% of the value of the Fund's assets,  less liabilities other than
          such borrowings, or (ii) 10% of the Fund's assets taken at cost at the
          time such  borrowing is made.  The Fund may not pledge,  mortgage,  or
          hypothecate its assets (at value) to an extent greater than 15% of the
          gross assets taken at cost.

     Each of these Funds has also adopted the following  restrictions  which are
not fundamental policies and may be changed without shareholder  approval,  each
Fund may not:

     (1)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (2)  Purchase warrants in excess of 5% of its total assets, of which 2% may
          be  invested  in  warrants  that  are not  listed  on the New  York or
          American Stock Exchange.

     (3)  Invest  more than 15% of its total  assets in  securities  not readily
          marketable  and in repurchase  agreements  maturing in more than seven
          days.

     (4)  Invest in real estate limited partnership interests.

     (5)  Invest in  interests  in oil,  gas, or other  mineral  exploration  or
          development programs, but the Fund may purchase and sell securities of
          companies which invest or deal in such interests.

     (6)  Invest more than 10% of its assets in securities  of other  investment
          companies,  invest more than 5% of its total assets in the  securities
          of  any  one  investment  company,  or  acquire  more  than  3% of the
          outstanding  voting securities of any one investment company except in
          connect with a merger, consolidation or plan of reorganization.

INCOME-ORIENTED FUNDS

INVESTMENT OBJECTIVES

     Principal Bond Fund, Inc. ("Bond Fund") seeks to provide as high a level of
     income as is consistent with preservation of capital and prudent investment
     risk.

     Principal Government Securities Income Fund, Inc.  ("Government  Securities
     Income Fund") seeks a high level of current income, liquidity and safety of
     principal by  purchasing  obligations  issued or  guaranteed  by the United
     States  Government  or its agencies,  with emphasis on Government  National
     Mortgage Association  Certificates ("GNMA Certificates").  The guarantee by
     the United States Government extends only to principal and interest.  There
     are certain risks unique to GNMA Certificates.

     Principal  High Yield Fund,  Inc.  ("High  Yield  Fund") seeks high current
     income  primarily by purchasing  high  yielding,  lower or non-rated  fixed
     income securities which are believed to not involve undue risk to income or
     principal. Capital growth is a secondary objective when consistent with the
     objective of high current income.

     Principal  Limited Term Bond Fund, Inc.  ("Limited Term Bond Fund") seeks a
     high level of current  income  consistent  with a relatively  high level of
     principal stability by investing in a portfolio of securities with a dollar
     weighted average maturity of five years or less.

     Principal Tax-Exempt Bond Fund, Inc. ("Tax-Exempt Bond Fund") seeks as high
     a level of current  income exempt from federal  income tax as is consistent
     with  preservation  of  capital.  The Fund seeks to achieve  its  objective
     primarily  through the purchase of  investment  grade  quality,  tax-exempt
     fixed income obligations. INVESTMENT RESTRICTIONS

     Bond Fund, High Yield Fund and Limited Term Bond Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Bond Fund, High
Yield Fund and Limited Term Bond Fund each may not:

     (1)  Issue any senior  securities as defined in the Investment  Company Act
          of 1940.  Purchasing and selling  securities and futures contracts and
          options thereon and borrowing  money in accordance  with  restrictions
          described below do not involve the issuance of a senior security.

     (2)  Purchase or retain in its portfolio  securities of any issuer if those
          officers or directors of the fund or its Manager  owning  beneficially
          more  than  one-half  of 1%  (0.5%) of the  securities  of the  issuer
          together own beneficially more than 5% of such securities.

     (3)  Invest in commodities or commodity contracts,  but it may purchase and
          sell financial futures contracts and options on such contracts.

     (4)  Invest in real estate,  although it may invest in securities which are
          secured by real estate and  securities of issuers which invest or deal
          in real estate.

     (5)  Borrow money, except for temporary or emergency purposes, in an amount
          not to exceed 5% of the value of the Fund's  total  assets at the time
          of the borrowing.

     (6)  Make  loans,  except  that  the Fund may (i)  purchase  and hold  debt
          obligations in accordance with its investment  objective and policies,
          (ii) enter into  repurchase  agreements,  and (iii) lend its portfolio
          securities without  limitation against collateral  (consisting of cash
          or securities  issued or guaranteed by the United States Government or
          its agencies or instrumentalities) equal at all times to not less than
          100% of the value of the securities loaned.

     (7)  Invest more than 5% of its total assets in the  securities  of any one
          issuer  (other than  obligations  issued or  guaranteed  by the United
          States Government or its agencies or  instrumentalities);  or purchase
          more than 10% of the outstanding voting securities of any one issuer.

     (8)  Act as an underwriter of securities, except to the extent the Fund may
          be  deemed  to be an  underwriter  in  connection  with  the  sale  of
          securities held in its portfolio.

     (9)  Concentrate its investments in any particular  industry or industries,
          except  that the Fund may invest not more than 25% of the value of its
          total assets in a single industry.

     (10) Sell securities short (except where the Fund holds or has the right to
          obtain at no added cost a long  position in the  securities  sold that
          equals  or  exceeds  the  securities   sold  short)  or  purchase  any
          securities on margin,  except it may obtain such short-term credits as
          are  necessary  for the  clearance  of  transactions.  The  deposit or
          payment of margin in  connection  with  transactions  in  options  and
          financial   futures  contracts  is  not  considered  the  purchase  of
          securities on margin.

     (11) Invest  in  interests  in oil,  gas or other  mineral  exploration  or
          development  programs,  although the Fund may invest in  securities of
          issuers which invest in or sponsor such programs.

     Each of these Funds has also adopted the following  restrictions  which are
not fundamental policies and may be changed without shareholder  approval. It is
contrary to each Fund's present policy to:

     (1)  Invest  more than 15% of its total  assets in  securities  not readily
          marketable  and in repurchase  agreements  maturing in more than seven
          days.  The  value of any  options  purchased  in the  Over-the-Counter
          market are included as part of this 15% limitation.

     (2)  Purchase warrants in excess of 5% of its total assets, of which 2% may
          be  invested  in  warrants  that  are not  listed  on the New  York or
          American Stock Exchange.

     (3)  Purchase  securities  of any  issuer  having  less than  three  years'
          continuous  operation  (including  operations of any  predecessors) if
          such purchase  would cause the value of the Fund's  investments in all
          such issuers to exceed 5% of the value of its total assets.

     (4)  Purchase securities of other investment companies except in connection
          with a merger, consolidation, or plan of reorganization or by purchase
          in the open market of  securities  of  closed-end  companies  where no
          underwriter or dealer's  commission or profit,  other than a customary
          broker's commission,  is involved,  and if immediately  thereafter not
          more  than  10% of the  value  of the  Fund's  total  assets  would be
          invested in such securities.

     (5)  Pledge, mortgage or hypothecate its assets, except to secure permitted
          borrowings.  The deposit of underlying  securities and other assets in
          escrow  and  other   collateral   arrangements   in  connection   with
          transactions in put and call options, futures contracts and options on
          futures contracts are not deemed to be pledges or other encumbrances.

     (6)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (7)  Invest  more than 20% of its total  assets in  securities  of  foreign
          issuers.

     (8)  Invest  more than 5% of its total  assets in the  purchase  of covered
          spread options and the purchase of put and call options on securities,
          securities  indices  and  financial  futures  contracts.   Options  on
          financial futures contracts and options on securities  indices will be
          used solely for hedging purposes; not for speculation.

     (9)  Invest  more than 5% of its assets in initial  margin and  premiums on
          financial futures contracts and options on such contracts.

     (10) Invest in arbitrage transactions.

     (11) Invest in real estate limited partnership interests.

     Government Securities Income Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be  changed  without  shareholder  approval.  The  Government
Securities Income Fund may not:

     (1)  Issue any senior securities.

   
     (2)  Purchase any securities other than obligations issued or guaranteed by
          the United  States  Government  or its agencies or  instrumentalities,
          except  that the  Fund  may  maintain  reasonable  amounts  in cash or
          commercial paper or purchase  short-term debt securities not issued or
          guaranteed  by  the  United  States  Government  or  its  agencies  or
          instrumentalities  for  daily  cash  management  purposes  or  pending
          selection of particular  long-term  investments.  There is no limit on
          the amount of its assets  which may be invested in the  securities  of
          any one issuer of obligations  issued by the United States  Government
          or its agencies or instrumentalities.
    

     (3)  Act as an underwriter of securities, except to the extent the Fund may
          be deemed to be an  underwriter  in  connection  with the sale of GNMA
          certificates held in its portfolio.

     (4)  Engage in the purchase and sale of interests in real estate, including
          interests in real estate investment trusts (although it will invest in
          securities  secured  by real  estate  or  interests  therein,  such as
          mortgage-backed  securities)  or invest in  commodities  or  commodity
          contracts,   oil  and  gas  interests,   or  mineral   exploration  or
          development programs.

     (5)  Purchase or retain in its portfolio  securities of any issuer if those
          officers and directors of the Fund or its Manager owning  beneficially
          more  than  one-half  of 1%  (0.5%) of the  securities  of the  issuer
          together own beneficially more than 5% of such securities.

     (6)  Sell securities short or purchase any securities on margin,  except it
          may obtain such short-term  credits as are necessary for the clearance
          of  transactions.  The deposit or payment of margin in connection with
          transactions  in  options  and  financial  futures  contracts  is  not
          considered the purchase of securities on margin.

     (7)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (8)  Make loans, except that the Fund may purchase or hold debt obligations
          in accordance with the investment  restrictions set forth in paragraph
          (2) and may enter into repurchase agreements for such securities,  and
          may  lend  its  portfolio   securities   without   limitation  against
          collateral  consisting of cash, or securities  issued or guaranteed by
          the United  States  Government  or its agencies or  instrumentalities,
          which  is equal at all  times to 100% of the  value of the  securities
          loaned.

     (9)  Borrow money, except for temporary or emergency purposes, in an amount
          not to exceed 5% of the value of the Fund's total assets.

     (10) Enter into repurchase  agreements maturing in more than seven days if,
          as a result,  thereof,  more than 10% of the Fund's total assets would
          be invested in such  repurchase  agreements  and other assets  without
          readily available market quotations.

     (11) Invest  more than 5% of its total  assets in the  purchase  of covered
          spread options and the purchase of put and call options on securities,
          securities indices and financial futures contracts.

     (12) Invest  more than 5% of its assets in initial  margin and  premiums on
          financial futures contracts and options on such contracts.

     The  Fund  has  also  adopted  the  following  restrictions  which  are not
fundamental  policies and may be changed  without  shareholder  approval.  It is
contrary to the Fund's current policy to:

     (1)  Invest  more than 15% of its total  assets in  securities  not readily
          marketable  and in repurchase  agreements  maturing in more than seven
          days.  The  value of any  options  purchased  in the  Over-the-Counter
          market are included as part of this 15% limitation.

     (2)  Pledge, mortgage or hypothecate its assets, except to secure permitted
          borrowings.  The deposit of underlying  securities and other assets in
          escrow  and  other   collateral   arrangements   in  connection   with
          transactions in put and call options, futures contracts and options on
          futures contracts are not deemed to be pledges or other encumbrances.

     (3)  Invest in real estate limited partnership interests.

     (4)  Invest more than 10% of its assets in securities  of other  investment
          companies,  invest more than 5% of its total assets in the  securities
          of  any  one  investment  company,  or  acquire  more  than  3% of the
          outstanding  voting securities of any one investment company except in
          connection with a merger, consolidation or plan of reorganization.

     Tax-Exempt Bond Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Tax-Exempt Bond
Fund may not:

     (1)  Issue any senior  securities  as defined in the Act except  insofar as
          the Fund may be deemed to have issued a senior  security by reason of:
          (a) purchasing  any  securities on a when-issued  or delayed  delivery
          basis;  or  (b)  borrowing  money  in  accordance  with   restrictions
          described below.

     (2)  Purchase any securities  other than Municipal  Obligations and Taxable
          Investments  as defined in the  Prospectus and Statement of Additional
          Information.

     (3)  Act as an underwriter of securities, except to the extent the Fund may
          be  deemed  to be an  underwriter  in  connection  with  the  sale  of
          securities held in its portfolio.

     (4)  Invest more than 10% of its assets in securities  of other  investment
          companies,  invest more than 5% of its total assets in the  securities
          of  any  one  investment  company,  or  acquire  more  than  3% of the
          outstanding  voting securities of any one investment company except in
          connection with a merger, consolidation or plan of reorganization.

     (5)  Purchase or retain in its portfolio  securities of any issuer if those
          officers  and  directors  of the Fund or its Manager  owning more than
          one-half of 1% (0.5%) of the  securities  of the issuer  together  own
          beneficially more than 5% of such securities.

     (6)  Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (7)  Invest more than:

          (a)  5% of its total assets in the securities of any one issuer (other
               than  obligations  issued  or  guaranteed  by the  United  States
               Government or its agencies or instrumentalities).  
          (b)  15% of its  total  assets  in  securities  that  are not  readily
               marketable  and in  repurchase  agreements  maturing in more than
               seven days.

     (8)  Invest in real estate,  although it may invest in securities which are
          secured by real estate and  securities of issuers which invest or deal
          in real estate.

     (9)  Invest in commodities or commodity futures contracts.

     (10) Write, purchase or sell puts, calls or combinations thereof.

     (11) Invest  in  interests  in oil,  gas or other  mineral  exploration  or
          development programs,  although it may invest in securities of issuers
          which invest in or sponsor such programs.

     (12) Make short sales of securities.

     (13) Purchase  any  securities  on  margin,   except  it  may  obtain  such
          short-term credits as are necessary for the clearance of transactions.

     (14) Make  loans,   except  that  the  Fund  may  purchase  and  hold  debt
          obligations in accordance with its investment  objective and policies,
          enter  into  repurchase   agreements,   and  may  lend  its  portfolio
          securities without limitation against  collateral,  consisting of cash
          or securities  issued or guaranteed by the United States Government or
          its agencies or instrumentalities, which is equal at all times to 100%
          of the value of the securities loaned.

     (15) Borrow money, except for temporary or emergency purposes from banks in
          an amount not to exceed 5% of the value of the Fund's  total assets at
          the time the loan is made.

     (16) Pledge, mortgage or hypothecate its assets, except to secure permitted
          borrowings.

     The  Fund  has  also  adopted  the  following   restriction  which  is  not
fundamental and may be changed without shareholder  approval.  It is contrary to
the Fund's current policy to:

     (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

     Principal Cash Management Fund, Inc. ("Cash Management Fund") seeks as high
     a level of income  available  from  short-term  securities as is considered
     consistent  with  preservation of principal and maintenance of liquidity by
     investing in a portfolio of money market instruments.

     Principal   Tax-Exempt  Cash  Management  Fund,  Inc.   ("Tax-Exempt   Cash
     Management  Fund") seeks,  through  investment in a professionally  managed
     portfolio of high quality short-term Municipal Obligations, as high a level
     of interest  income exempt from federal  income tax as is  consistent  with
     stability of principal and maintenance of liquidity.

INVESTMENT RESTRICTIONS

     Cash Management Fund

     Each of the  following  numbered  restrictions  is a matter of  fundamental
policy and may not be changed without shareholder approval.  The Cash Management
Fund may not:

     (1)  Concentrate its  investments in any one industry.  No more than 25% of
          the  value of its total  assets  will be  invested  in  securities  of
          issuers having their principal  activities in any one industry,  other
          than  securities  issued or guaranteed  by the U.S.  Government or its
          agencies or instrumentalities,  or obligations of domestic branches of
          U.S. banks and savings institutions. (See "Bank Obligations").

     (2)  Purchase the  securities of any issuer if the purchase will cause more
          than  5% of the  value  of its  total  assets  to be  invested  in the
          securities of any one issuer (except  securities  issued or guaranteed
          by the U.S. Government, its agencies or instrumentalities).

     (3)  Purchase the  securities of any issuer if the purchase will cause more
          than 10% of the outstanding voting securities of the issuer to be held
          by the Fund (other than  securities  issued or  guaranteed by the U.S.
          Government, its agencies or instrumentalities).

     (4)  Act as an  underwriter  except to the extent that, in connection  with
          the  disposition  of portfolio  securities,  it may be deemed to be an
          underwriter under the federal securities laws.

     (5)  Purchase  securities of any company with a record of less than 3 years
          continuous  operation (including that of predecessors) if the purchase
          would cause the value of the Fund's aggregate  investments in all such
          companies to exceed 5% of the value of the Fund's total assets.

     (6)  Engage in the purchase and sale of illiquid  interests in real estate,
          including  interests in real estate investment trusts (although it may
          invest in securities  secured by real estate or interests  therein) or
          invest in commodities or commodity  contracts,  oil and gas interests,
          or mineral exploration or development programs.

     (7)  Purchase securities of other investment companies except in connection
          with a merger, consolidation, or plan of reorganization.

     (8)  Purchase or retain in its portfolio  securities of any issuer if those
          officers and directors of the Fund or its Manager owning  beneficially
          more  than  one-half  of 1%  (0.5%) of the  securities  of the  issuer
          together  own  beneficially  more  than  5% of  such  securities.  

     (9)  Purchase  securities on margin,  except it may obtain such  short-term
          credits as are necessary for the clearance of  transactions.  The Fund
          will not effect a short sale of any security.  The Fund will not issue
          or  acquire  put  and  call  options,  straddles  or  spreads  or  any
          combination thereof.

     (10) Invest  in  companies  for  the  purpose  of  exercising   control  or
          management.

     (11) Make loans to others except  through the purchase of debt  obligations
          in  which  the Fund is  authorized  to  invest  and by  entering  into
          repurchase agreements (see "Fund Investments").

     (12) Borrow  money except from banks for  temporary or emergency  purposes,
          including the meeting of  redemption  requests  which might  otherwise
          require the untimely  disposition of  securities,  in an amount not to
          exceed the lesser of (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  investments  in  restricted  securities  are expected to
exceed 5% of the fund's net assets; and (2) The Bond, High Yield, International,
International  Emerging Markets and International SmallCap Funds' investments in
foreign  securities  are  expected  to  continue to exceed 5% of each Fund's net
assets.

Restricted Securities

     Each of the  Funds  has  adopted  investment  restrictions  that  limit its
investments in restricted  securities or other  illiquid  securities to 15% (10%
for the  Government  Securities  Income Fund and the Money  Market Funds and not
more than 5% in equity securities) of its assets. The Board of Directors of each
of the  Growth-Oriented  and  Income-Oriented  Funds has adopted  procedures  to
determine  the  liquidity  of  Rule  4(2)  short-term  paper  and of  restricted
securities under Rule 144A.  Securities determined to be liquid 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  Principal Funds may invest in foreign  securities to
the indicated percentage of its assets:  International,  International  Emerging
Markets  and  International  SmallCap  Funds -  100%;  Real  Estate  Fund - 25%;
Balanced, Blue Chip, Bond, Capital Value, Growth, High Yield, Limited Term Bond,
MidCap,  SmallCap and Utilities  Funds - 20%. The Cash Management and Tax-Exempt
Cash Management Funds do not invest in foreign  securities other than those that
are United States dollar denominated. United State dollar denominated means that
all principal and interest payments for the security are payable in U.S. dollars
and that the interest rate of, the principal  amount to be repaid and the timing
of payments  related to the  securities do not vary or float with the value of a
foreign  currency,  the rate of interest on foreign currency  borrowings or with
any  other  interest  rate or index  expressed  in a  currency  other  than U.S.
dollars.  Debt securities issued in the United States pursuant to a registration
statement  filed with the Securities and Exchange  Commission are not treated as
foreign securities for purposes of these limitations.

     Investment in foreign  securities  presents certain risks,  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.  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.

     Securities of many foreign issuers may be less liquid and their prices more
volatile than those of comparable  domestic issuers.  In particular,  securities
markets in emerging market countries are known to experience long delays between
the trade and  settlement  dates of securities  purchased and sold,  potentially
resulting  in a lack  of  liquidity  and  greater  volatility  in the  price  of
securities on those markets.  In addition,  investments in smaller companies may
present greater  opportunities  for capital  appreciation,  but may also involve
greater  risks than large,  mature  issuers.  Such  companies  may have  limited
product  lines  and  financial  resources.  Their  securities  may trade in more
limited volume than larger companies and may therefore experience  significantly
more price volatility and less liquidity than securities of larger companies. As
a result of these  factors,  the Boards of  Directors  of the Funds have adopted
Daily Pricing and Valuation  Procedures  for the Funds which set forth the steps
to be followed by the Manager and  Sub-Advisor to establish a reliable market or
fair value if a reliable  market value is not  available  through  normal market
quotations.  Oversight of this process is provided by the Executive Committee of
the Boards of Directors.

Spread  Transactions,  Options on Securities and Securities Indices, and Futures
Contracts and Options on Futures Contracts

     The Balanced,  Blue Chip, Bond,  Government  Securities Income, High Yield,
International,  International Emerging Markets,  International SmallCap, Limited
Term Bond, MidCap, Real Estate,  SmallCap and Utilities Funds may each engage in
the practices described under this heading.  The Tax-Exempt Bond Fund may invest
in financial futures contracts as described under this heading. In the following
discussion,  the terms "the Fund,"  "each Fund" or "the Funds"  refer to each of
these Funds.

     Spread Transactions

     Each Fund may purchase 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  International,   International   Emerging  Markets  and  International
SmallCap  Funds  may,  but are not  obligated  to,  enter into  forward  foreign
currency exchange contracts but may do so only under two  circumstances.  First,
when a Fund is entering  into a contract  for the purchase or sale of a security
denominated in a foreign  currency and wants to "lock-in" the U.S.  dollar price
of the  security.  Second,  when the  Manager  believes  that the  currency of a
particular  foreign  country  in  which a  portion  of a Fund's  securities  are
denominated  may suffer a substantial  decline against the U.S.  dollar.  A Fund
generally will not enter into a forward contract with a term of greater than one
year.

     The  International,   International   Emerging  Markets  and  International
SmallCap Funds 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 a Fund are  denominated.  They will not enter into
such forward contracts for speculative  purposes.  A 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  Principal  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 Principal Funds,  except the Capital Value,  Growth and Cash Management
Funds, may lend their portfolio securities.  None of the Principal Funds intends
to lend its portfolio securities if as a result the aggregate of such loans made
by the Fund would exceed 30% of its total assets.  Portfolio  securities  may be
lent to unaffiliated  broker-dealers and other unaffiliated  qualified financial
institutions  provided that such loans are callable at any time on not more than
five business  days' notice and that cash or government  securities  equal to at
least 100% of the market value of the securities  loaned,  determined  daily, is
deposited by the borrower with the Fund and is maintained each business day in a
segregated account. While such securities are on loan, the borrower 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 Principal Funds may from time to time purchase  securities on a
when-issued  basis and may  purchase or sell  securities  on a delayed  delivery
basis.  The price of such a transaction is fixed at the time of the  commitment,
but delivery and payment take place on a later  settlement  date, which may be a
month or more  after the date of the  commitment.  No  interest  accrues  to the
purchaser  during  this  period,  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 U.S. or
          foreign corporations.

     (5)  Short-term  Corporate  Debt -- Corporate  notes,  bonds and debentures
          which at the time of  purchase  have  397  days or less  remaining  to
          maturity.

     (6)  Repurchase  Agreements  --  Instruments  under  which  securities  are
          purchased  from a bank or  securities  dealer with an agreement by the
          seller to repurchase the securities at the same price plus interest at
          a specified rate. (See "FUND INVESTMENTS - Repurchase Agreements.")

     (7)  Taxable  Municipal  Obligations  -- Short-term  obligations  issued or
          guaranteed  by state and  municipal  issuers  which  generate  taxable
          income.

     The  ratings  of  nationally  recognized  statistical  rating  organization
(NRSRO'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. 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 - 35.8% and __._%;  Blue Chip Fund - __._% and 13.3%;  Bond Fund -
_._% and 3.4%;  Capital  Value  Fund - __._% and  50.2%;  Government  Securities
Income Fund - __._% and 25.9%;  Growth  Fund - _._% and 1.8%;  High Yield Fund -
__._% and 18.8%; International Emerging Markets Fund - __._%; International Fund
- - __._ and 23.8%;  International SmallCap Fund - __._%; Limited Term Bond Fund -
__._% and 16.5%; MidCap Fund - __._% and 12.3%; Tax-Exempt Bond Fund - __._% and
9.8%; Utilities Fund - __._% and 34.2%. In view of the investment objectives and
management  policies of the Real Estate and  SmallCap,  it is  anticipated  that
their annual portfolio  turnover rates should generally not exceed 75-100%,  but
in any  particular  year market  conditions  could result in portfolio  activity
greater than anticipated.

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,  63,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
Attorney. Vice President, Deere and Company, Retired.

     *Roy W. Ehrle,  69,  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,  Principal  Management  Corporation.
Chairman of the Board and Director,  Invista Capital Management,  Inc. Director,
Iowa Business Development Credit Corporation.

     Pamela A. Ferguson, 54, Director.  P.O. Box 805, Grinnell,  Iowa. President
and Professor of Mathematics, Grinnell College since 1991.

     @Richard W. Gilbert, 57, Director. 1357 Asbury Avenue, Winnetka,  Illinois.
President, Gilbert Communications, Inc. since 1993. Prior thereto, President and
Publisher, Pioneer Press.

     *&J. Barry Griswell, 48, Director and Chairman of the Board. Executive Vice
President,  Principal  Mutual Life Insurance  Company,  since 1996;  Senior Vice
President,  1991-1996.  Director and Chairman of the Board, Principal Management
Corporation and Princor Financial Services Corporation.

     *&Stephan L. Jones, 62, Director and President.  Vice President,  Principal
Mutual Life  Insurance  Company  since 1986.  Director  and  President,  Princor
Financial Services Corporation and Principal Management Corporation.

     *Ronald E. Keller, 61, Director. Executive Vice President, Principal Mutual
Life  Insurance  Company  since 1992.  Prior  thereto,  Senior  Vice  President.
Director,  Princor  Financial  Services  Corporation  and  Principal  Management
Corporation. Director and Chairman, Invista Capital Management, Inc.

     @Barbara A. Lukavsky,  57, Director.  3930 Grand Avenue, Des Moines,  Iowa.
President and CEO, Lu San ELITE USA, L.C.

     &Richard G. Peebler, 68, 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,  45,  Treasurer.   Treasurer,  Principal  Mutual  Life
Insurance Company since 1996. Prior thereto, Associate Treasurer.

     *Michael J. Beer , 36, Financial  Officer.  Senior Vice President and Chief
Operating  Officer,   Princor  Financial  Services   Corporation  and  Principal
Management  Corporation,  since 1997.  Prior  thereto,  Vice President and Chief
Operating Officer.

     David J. Brown,  37,  Assistant  Counsel.  Counsel,  Principal  Mutual Life
Insurance   Company   since   1995;   Attorney,    1994-1995.   Prior   thereto,
Attorney-at-Law, Dickinson, Mackaman, Tyler & Hagen, P.C.

     Michael W. Cumings, 46, Assistant Counsel.  Counsel,  Principal Mutual Life
Insurance Company since 1989.

     *Arthur S.  Filean,  59, Vice  President  and  Secretary.  Vice  President,
Princor Financial Services  Corporation,  since 1990. Vice President,  Principal
Management Corporation, since 1996.

     *Ernest H. Gillum,  42,  Assistant  Secretary.  Assistant  Vice  President,
Registered  Products,  Princor  Financial  Services  Corporation  and  Principal
Management  Corporation,  since 1995.  Prior thereto,  Product  Development  and
Compliance Officer.

     Jane E. Karli,  40,  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, 46, 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 Principal 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.

     The following  information relates to compensation paid by each fund during
the fiscal year ended October 31, 1997.

                                 Each Princor Fund                   Princor
                              except Princor Limited              Limited Term
         Director                 Term Bond Fund                    Bond Fund
         --------                 --------------                    ---------
James D. Davis                          $_,___                        $_,___
Roy W. Ehrle                            $_,___                        $_,___
Pamela A. Ferguson                      $_,___                        $_,___
Richard W. Gilbert                      $_,___                        $_,___
Barbara A. Lukavsky                     $_,___                        $_,___
Richard G. Peebler                       $_,___*                      $_,___

*  Richard G.  Peebler  received  $1,350 from each of the  Principal  funds.  He
   received an  additional  $150 from  Princor  Emerging  Growth  Fund,  Princor
   Capital  Accumulation Fund and Princor Growth Fund and $75 from Princor World
   Fund due to his  participation  in the  executive  committee of each of those
   funds.

     None  of the  mutual  funds  provide  retirement  benefits  for  any of the
directors.  Total compensation from the 30 investment  companies included in the
fund complex for the fiscal year ended October 31, 1997 was as follows:

James D. Davis            $__,___          Richard W. Gilbert            $__,___
Roy W. Ehrle              $__,___          Barbara A. Lukavsky           $__,___
Pamela A. Ferguson        $__,___          Richard G. Peebler            $__,___

     As of October 31, 1997,  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 Fund
     Blue Chip Fund
     Bond Fund
     Capital Value Fund
     Cash Management Fund
     Government Securities Income Fund  
     Growth Fund 
     International
     Emerging Markets Fund 
     International Fund 
     International SmallCap Fund 
     High Yield Fund 
     Limited Term Bond Fund 
     MidCap Fund
     Tax-Exempt Bond Fund 
     Tax-Exempt Cash Management Fund 
     Utilities Fund
     ------------------------------------------------------------------------

     As of November 30, 1997, the Officers and Directors of each Fund as a group
owned less than 1% of the outstanding  shares of any of the Funds. Other than as
noted in the above  table,  the Funds  knew of no person who owned 5% or more of
the shares of any one Fund.

MANAGER AND SUB-ADVISOR

     The  Manager  of each of the  Funds  is  Principal  Management  Corporation
(formerly known as 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 (except the Real Estate Fund), the Government  Securities  Income Fund and
the Limited Term Bond Fund. The Manager will  reimburse  Invista for the cost of
providing  these services.  Invista,  an indirectly  wholly-owned  subsidiary of
Principal  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,
1997 were approximately $__._ 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
                              of the Board                        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:

<TABLE>
<CAPTION>
                                                             Net Asset Value of Fund

                                        First           Next            Next           Next            Over
                                    $100,000,000    $100,000,000    $100,000,000   $100,000,000    $400,000,000
<S>                                    <C>             <C>              <C>            <C>             <C>
Balanced, High Yield,
and Utilities Funds                     .60%            .55%             .50%           .45%            .40%
International Emerging Markets Fund    1.25%           1.20%            1.15%          1.10%           1.05%
International Fund                      .75%            .70%             .65%           .60%            .55%
International SmallCap Fund            1.20%           1.15%            1.10%          1.05%           1.00%
MidCap Fund                             .65%            .60%             .55%           .50%            .45%
Real Estate Fund                        .90%            .85%             .80%           .75%            .70%
SmallCap Fund                           .85%            .80%             .75%           .70%            .65%
All Other Funds                         .50%            .45%             .40%           .35%            .30%
</TABLE>

     There  is no  assurance  that  any of the  Funds'  net  assets  will  reach
sufficient  amounts to be able to take advantage of the rate decreases.  The net
asset  value of each Fund on October  31,  1997 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, 1997     October 31, 1997
               ----                     ----------------     ----------------

    Balanced Fund                                 $                   %
    Blue Chip
    Fund
    Bond Fund
    Capital Value Fund
    Cash Management Fund
    Government Securities Income Fund
    Growth Fund
    High Yield Fund
    International Fund
    International Emerging Markets Fund
    International SmallCap Fund
    Limited Term Bond Fund
    MidCap Fund
    Tax-Exempt Bond Fund
    Tax-Exempt Cash Management Fund
    Utilities Fund
  * 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                    1997           1996               1995
                ----                    ----           ----               ----
Balanced Fund                            $        $  404,461         $  330,469
Blue Chip Fund                                       212,845            154,603
Bond Fund                                            534,366*           489,133*
Capital Value Fund                                 1,671,502          1,380,466
Cash Management                                    2,555,687*         1,980,472*
Government Securities Income Fund                  1,223,631          1,165,241
Growth Fund                                        1,040,897            701,276
High Yield Fund                                      159,773            129,542
International Emerging Markets Fund
International Fund                                 1,154,783            881,227
International SmallCap Fund
Limited Term Bond Fund                                18,619***
MidCap Fund                                        1,293,848            772,512
Tax-Exempt Bond Fund                                 888,967            828,825
Tax-Exempt Cash Management Fund                      451,467*           471,994*
Utilities Fund                                       375,780*           367,403*

 *Before waiver.
**Period  from  February 29, 1996 (Date  Operations  Commenced)  through
  October 31, 1996.
- --------------------------------------------------------------------------------

     The Manager waived  $__________ and $25,970 of its fee for the Limited Term
Bond Fund for the year ended  October 31, 1997 and the period ended  October 31,
1996,  respectively.  The Manager waived $_________,  $28,413 and $86,318 of its
fee for the Bond Fund for the  years  ended  October  31,  1997,  1996 and 1995,
respectively.  The Manager also waived $__________,  $76,266 and $138,673 of its
fee for the  Tax-Exempt  Cash  Management  Fund for the years ended  October 31,
1997, 1996 and 1995, respectively. The Manager also waived $__________,  $13,242
and $296,359 of its fee for the Cash Management Fund for the years ended October
31,  1997,  1996 and 1995,  respectively.  The Manager  also  waived  $________,
$61,622  and  $152,483  of its fee for the  Utilities  Fund for the years  ended
October 31, 1997, 1996 and 1995, 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                                 1997          1996              1995
 ----                                 ----          ----              ----

 Balanced Fund                          $        $  251,542       $  220,147
 Blue Chip Fund                                     206,942          146,409
 Bond Fund                                          221,648          213,198
 Capital Value Fund                                 567,786          510,906
 Cash Management Fund                             1,762,455        1,494,200
 Government Securities Income Fund                  394,360          435,625
 Growth Fund                                        837,917          584,133
 High Yield Fund                                     66,305           86,915
 International Emerging Markets Fund                                 
 International Fund                                 598,305          525,897
 International SmallCap Fund
 Limited Term Bond Fund                              32,982*         
 MidCap Fund                                        942,986          612,488
 Tax-Exempt Bond Fund                               145,931          193,662
 Tax-Exempt Cash Management Fund                    205,099          214,963
 Utilities Fund                                     288,489          211,232
                                                                     
*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
Principal Cash Management  Fund,  Inc. and Principal  Tax-Exempt Cash Management
Fund,  Inc.  throughout the fiscal years ended October 31, 1997,  1996 and 1995.
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  Principal  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 Principal 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  (except  Real  Estate  and
SmallCap Funds), the Government Securities Income Fund and the Limited Term Bond
Fund  were last  approved  by the  Board of  Directors  for each of the Funds on
September 8, 1997. Each of these  agreements for the Real Estate Fund, which are
dated June 9, 1997,  and for the  SmallCap  Fund,  which are dated  September 8,
1997,  provide for  continuation  in effect  until the  conclusion  of the first
meeting  of  shareholders  of the  Funds,  and  if  approved  by a  vote  of the
outstanding voting securities of the Funds, shall continue in effect in the same
manner  as such  agreements  for  the  other  Principal  Funds.  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  International  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 ees 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, 1997 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                     $
           Blue Chip
           Capital Accumulation
           Emerging Growth
           Growth
           High Yield
           World
          --------------------------------------------
 
     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                                    1997         1996            1995
  ----                                    ----         ----            ----
  Balanced Fund                             $        $ 41,537         $ 34,622
  Blue Chip Fund                                       17,198           21,040
  Capital Value Fund                                  375,742          335,720
  Growth Fund                                          64,704           56,733
  International Emerging Markets Fund*
  International Fund                                  338,670          360,682
  International SmallCap Fund*                            N/A              N/A
  MidCap Fund                                          99,466           59,471
  Utilities Fund                                       70,140           27,861

* Period  from  August 14, 1997 (date  operations  commenced)  through
  October 31, 1997.
- -------------------------------------------------------------------------------

Brokerage  commissions  paid to affiliates  during the year ended October 31, 
1997 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
         ----         ------    ----------------- ------------------------------

Capital Value Fund      $               %                          %
Utilities Fund                          %                          %
                            Commissions Paid to Morgan Stanley and Co.
- -------------------------------------------------------------------------------
                   Total Dollar   As Percent of     As Percent of Dollar Amount
         Fund         Amount    Total Commissions of Commissionable Transactions
         ----         ------    ----------------- ------------------------------
Balanced Fund             $             %                         %
Blue Chip Fund                          %                         %
Capital Value Fund                      %                         %
International Fund                      %                         %
MidCap Fund                             %                         %

     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 (or, in the case of  accounts  managed
by Invista,  for two or more Funds and any other  accounts  managed by Invista),
the Manager or Invista may submit the oders to purchase or,  whenever  possible,
to sell, to a  broker/dealer  for execution on an aggregate or "bunched"  basis.
The Manager (or, in the case of accounts managed by Invista, Invista) may create
several aggregate or "bunched" orders relating to a single security at different
times during the same day. On such  occassions,  the Manager (or, in the case of
accounts managed by Invista, Invista) will employ a computer program to randomly
order the  accounts  whose  individual  orders for purchase or sale make up each
aggregate or "bunched" order. Securities purchased or proceeds of sales received
on each trading day with respect to each such aggregate or "bunched" order shall
be allocated to the various funds (or, in the case of Invista, the various Funds
and other client accounts) whose individual  orders for purchase or sale make up
the  aggregate  or  "bunched"  order by filling  each Fund's (or, in the case of
Invista, each Fund's or other client account's) order in the sequence arrived at
by the  random  ordering.Securities  purchased  for  funds  (or,  in the case of
Invista,  (Funds and other  client  accounts)  participating  in an aggregate or
"bunched"  order will be placed  into those  Funds and where  applicable,  other
client  accounts at a price  equal to the average of the prices  achieved in the
course of filling that aggregate or "bunched" order.
    

     If purchases or sales of the same debt securities are to be made for two or
more of the Funds at the same time,  the  securities  will be  purchased or sold
proportionately  in  accordance  with the amount of such  security  sought to be
purchased or sold at that time for each Fund.

HOW TO PURCHASE SHARES

     Each Fund,  except the Tax-Exempt  Bond Fund and Tax-Exempt Cash Management
Fund,  offers  investors  three  classes of shares  which bear sales  charges in
different forms and amounts: Class A, Class B and Class R shares. The Tax-Exempt
Bond Fund offers only Class A and Class B shares. The Tax-Exempt Cash Management
Fund offers only Class A shares.  Class A Shares. An investor who purchases less
than $1 million  of Class A shares  (except  Class A shares of the Money  Market
Funds) pays a sales charge at the time of purchase. As a result, such shares are
not subject to any charges when they are redeemed.  An investor who purchases $1
million  or more of Class A shares  does not pay a sales  charge at  thetime  of
purchase.  However,  a redemption of such shares occurring within 18 months from
the date of  purchase  will be subject to a  contingent  deferred  sales  charge
("CDSC") at the rate of .75% (.25% for the Limited Term Bond Fund) the lesser of
the value of the shares redeemed  (exclusive of reinvested  dividend and capital
gain distributions) or the total cost of such shares. Shares subject to the CDSC
which are exchanged  into another  Principal Fund will continue to be subject to
the CDSC until the original 18 month period expires.  However no CDSC is payable
with respect to  redemption  of Class A shares used to fund a Princor  401(a) or
Princor  401(k)   retirement  plan,  except   redemptions   resulting  from  the
termination of the plan or transfer of plan assets.  In addition,  the CDSC will
be waived in connection  with 1) redemption of shares from  retirement  plans to
satisfy minimum  distribution rules under the Code or 2) shares redeemed through
a  systematic  withdrawal  plan  that  permits  up to  10%  of  the  value  of a
shareholder's  Class A shares of a particular  Fund on the last  business day of
December  of  each  year  to  be  withdrawn   automatically   in  equal  monthly
installments  throughout the year.  Certain  purchases of Class A shares qualify
for reduced sales charges. Class A shares for each Fund, except the Money Market
Funds,  currently  bear a 12b-1 fee at the annual rate of up to 0.25% (0.15% for
the Limited  Term Bond Fund) of the Fund's  average net assets  attributable  to
Class A shares. See "Distribution Plan."

   
     Class B Shares.  Class B shares are  purchased  without  an  initial  sales
charge,  but are subject to a declining  CDSC of up to 4% (1.25% for the Limited
Term Bond Fund) if redeemed  within six years.  Class B shares  purchased  under
certain  sponsored Princor plans established after February 1, 1998, are subject
to a CDSC of up to 3% if redeemed within five years of purchase.  (See Statement
of  Additional  Information  for  discussion  of sponsored  Princor  plans.) See
"Offering  Price of Funds'  Shares." Class B shares bear a higher 12b-1 fee than
Class A  shares,  currently  at the  annual  rate of up to 1.00%  (.50%  for the
Limited Term Bond Fund) of the Fund's average net assets attributable to Class B
shares. See "Distribution  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 sharesdue 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  Principal  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.

     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  Principal  Fund will  convert  into
Class A shares based on the time of the initial purchase.  (See "How to Exchange
Shares".) At the same time, a pro rata portion of all shares  purchased  through
reinvestment of dividends and  distributions  would convert into Class A shares,
with that portion determined by the ratio that the shareholder's  Class 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 Principal Fund at the
same time,  those  purchases are  aggregated and added to the net asset value of
the shares of Principal  Funds  already  owned by the investor to determine  the
sales charge for the new purchase.  Class A shares of the Money Market Funds are
not counted in  determining  either the amount of a new  purchase or the current
net asset value of shares already  owned,  unless the shares of the Money Market
Funds were  acquired in exchange  for shares of other  Principal  Funds.  If the
investor  purchases shares from a broker/dealer  other than Princor,  the dealer
should be advised of any shares already owned.

     Investments  made  by  an  individual,  or by an  individual's  spouse  and
dependent  children  purchasing  shares  for  their  own  account  or by a trust
primarily  for the benefit of such persons,  or by a trustee or other  fiduciary
purchasing for a single trust estate or single  fiduciary  account  (including a
pension,  profit-sharing,  or other employee-benefit trust created pursuant to a
plan qualified  under Section 401 of the Internal  Revenue Code) will be treated
as investments made by a single investor in calculating the sales charge.  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  Principal  Tax-Exempt  Bond Fund and  Principal
Tax-Exempt  Cash  Management  Fund,  have  obtained an exemptive  order from the
Securities  and  Exchange  Commission  ("SEC") to permit  each Fund to offer its
shares at net asset value to participants of certain annuity contracts issued by
Principal 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, 1997 and ending  January 31,
1998,  investors may purchase  Class A shares of the Funds at net asset value to
the extent that this investment represents the proceeds of a redemption,  within
the preceding 60 days, of shares (the purchase price of which shares  included a
front-end  sales charge on the  redemption  of which was subject to a contingent
deferred sales charge) of another  investment  company.  This provision does not
apply to purchase of Class A shares  used to fund a defined  contribution  plan.
When  making a purchase  at net asset  value  pursuant  to this  provision,  the
investor must indicate on the account  application  that the purchase  qualifies
for a net asset  value  purchase  and must  forward  to  Princor  either (i) the
redemption check  representing the proceeds of the shares redeemed,  endorsed to
the  order of  Princor  Financial  Services  Corporation,  or (ii) a copy of the
confirmation   from  the  other   investment   company  showing  the  redemption
transactions.  In the case of a wire purchase pursuant to this provision, a copy
of the  confirmation  from the other  investment  company showing the redemption
must be forwarded to and received by Princor  within 21 days  following the date
of purchase.  If the  confirmation is not provided  within the 21-day period,  a
sufficient number of shares will be redeemed from the  shareholder's  account to
pay the otherwise applicable sales charge.

     Purchases  at a  Reduced  Sales  Charge.  A  reduced  sales  charge is also
available for purchases of Class A shares of the Funds,  except the Limited Term
Bond Fund, to the extent that the investment represents 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  Principal  Fund  within  one year after the date of death of the
insured.  (Shareholders should seek advice from their tax advisors regarding the
tax  consequences of distributions  from annuity  contracts.) Such shares may be
purchased  at net asset value plus a sales  charge  which  ranges from a high of
2.50% to a low of 0% of the offering price (equivalent to a range of 2.56% to 0%
of the net amount invested) according to the schedule below:

- --------------------------------------------------------------------------------
                                 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 Principal Limited Term Bond Fund and, in
certain circumstances, Principal Tax-Exempt Bond Fund which is not available for
certain retirement plans, are sold at net asset value to stock bonus, pension or
profit sharing plans that meet the requirements for qualification  under Section
401 of the Internal  Revenue Code of 1986, as amended,  certain  Section  403(b)
Plans, Section 457 Plans and other Non-qualified Plans administered by Principal
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
                                      ----------
     ---------------------------------------------------------------------------
              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),  SIMPLE IRA Plans,  Simplified
Employee Pension Plans ("SEPs"),  Salary Reduction  Simplified  Employee Pension
Plans ("SAR/SEPs"), Non-Qualified Deferred Compensation Plans, Payroll Deduction
Plans  ("PDPs"),  Plan  Term  PDP and  certain  Association  Plans.  A PDP is an
arrangement  whereby  an  employer,  or a  trustee  of a  terminating  qualified
retirement  plan enters into a written  agreement  with Princor  permitting  the
solicitation of its employees or the plan  participants.  A PDP is not available
for 403(b) plans. PDP investments are made by or through an  employer/trustee on
behalf of the employees/participants 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:
    
<TABLE>
<CAPTION>
   
                                    Contingent Deferred Sales Charge as a
                                Percentage of Dollar Amount Subject to Charge
                                ---------------------------------------------
       Years Since Purchase        All Funds Except                                Certain
            Payments Made      Limited Term Bond Fund  Limited Term Bond Fund   Sponsored Plans
       --------------------    ----------------------  ----------------------   ---------------
<S>                                       <C>                   <C>                 <C> 
         2 years or less                  4.0%                  1.25%               3.0%
 more than 2 years, up to 4 years         3.0%                  0.75%               2.0%
 more than 4 years, up to 5 years         2.0%                  0.50%               1.0%
 more than 5 years, up to 6 years         1.0%                  0.25%               None
        more than 6 years                 None                  None                None
</TABLE>

     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 (five) 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,
                                         1997         1996             1995
                                         ----         ----             ----
Balanced Fund                          $         $   448,584      $   266,479
Blue Chip Fund                                       469,388          168,419
Bond Fund                                            637,949          476,813
Capital Value Fund                                   988,680          611,180
Cash Management Fund                                   1,013
Government Securities Income Fund                  1,233,811          835,393
Growth Fund                                        1,813,439        1,237,015
High Yield Fund                                      164,687           93,608
International Emerging Markets Fund**
International Fund                                   951,553          739,560
International SmallCap Fund**
Limited Term Bond Fund*                               56,766
MidCap Fund                                        2,112,480        1,293,597
Tax-Exempt Bond Fund                                 698,730          584,221
Tax-Exempt Cash Management Fund                        1,631
Utilities Fund                                       370,724          288,533

*  Period from  February  29, 1996 (Date  Operations  Commenced)  through
   October  31,  1996. 
** Period  from  August 29,  1997  (Date  Operations Commenced) through 
   October 31, 1997
- ------------------------------------------------------------------------------- 

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% (3.00% for certain  sponsored  plans or
1.25% for the Limited Term Bond Fund) of the amount invested to dealers who sell
such shares.  These  commissions  are not paid on exchanges from other Principal
Funds. In addition, Princor may remit on a continuous basis up to .25% (.15% for
the Limited Term Bond Fund) to the Registered Representatives and other selected
Dealers (including for this purpose,  certain financial institutions) as a trail
fee in recognition of their services and assistance.
    

     Class R Distribution  Plan.  Each of the Funds,  except the Tax-Exempt Bond
Fund and Tax-Exempt Cash Management  Fund, have adopted a distribution  plan for
the Class R shares.  Each  Class R Plan  provides  for  payments  by the Fund to
Princor  at the  annual  rate of up to .75% of the  Fund's  average  net  assets
attributable to Class R shares.

     Although  Class R shares are sold without an initial sales charge,  Princor
incurs  certain  distribution  expenses.  In  addition,  Princor  may remit on a
continuous  basis up to .25% to Registered  Representatives  and other  selected
Dealers (including, for this purpose, certain financial institutions) as a trail
fee in recognition of their ongoing services and assistance.

     General  Information  Regarding  Distribution  Plans. A  representative  of
Princor  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, 1997 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 Materials   Service Fees     Overhead     Expenditures
- -----------------------------  --------    --------    ---------   ---------------   ------------     --------     ------------
<S>                             <C>        <C>          <C>          <C>               <C>            <C>            <C>
Balanced Fund
Blue Chip Fund
Bond Fund
Capital Accumulation Fund
Emerging Growth Fund
Government Securities Income
Fund
Growth Fund
High Yield Fund
Limited Term Bond Fund
Tax-Exempt Bond Fund
Utilities Fund
World Fund
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The amount  received  from each Fund and  retained  by  Princor  during the
period  ended  October 31, 1997 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 Printing  Brochures  Sales Materials  Service Fees    Overhead   Commissions Expenditures
  ---------------------   --------  ---------------  ---------  ---------------  ------------    --------   ----------- ------------



<S>                       <C>          <C>            <C>         <C>              <C>           <C>          <C>        <C>     
  Balanced
  Blue Chip
  Bond
  Capital Accumulation
  Cash Management
  Emerging Growth
  Government Securities
  Income
  Growth
  High Yield
  Limited Term Bond
  Tax-Exempt Bond
  Tax-Exempt Cash Management
  Utilities
  World
- -------------------------------------------------------------------------------- 
</TABLE>

     The amount  received  from each Fund and  retained  by  Princor  during the
period  ended  October 31, 1997 and the manner in which such  amounts were spent
pursuant to the Class R Distribution  Plan for the last fiscal period of each of
the Funds were as follows:



<TABLE>
<CAPTION>
  ------------------------------------------------------------------------------                 
                                                                      EXPENDITURES
                                     Prospectus and               Registered                  Underwriter's
                           Amount      Shareholder     Sales     Representative                Salaries and      Total
       Fund               Retained  Report Printing  Brochures  Sales Materials  Service Fees    Overhead    Expenditures
  ---------------------   --------  ---------------  ---------  ---------------  ------------    --------    ------------



<S>                        <C>        <C>            <C>          <C>             <C>             <C>           <C>   
  Balanced
  Blue Chip
  Bond
  Capital Accumulation
  Cash Management
  Emerging Growth
  Government Securities Income
  Growth
  High Yield
  Limited Term Bond
  Utilities
  World
  ------------------------------------------------------------------------------ 
</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 September 8,
1997.

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.

     Certain  securities  issued by companies in emerging  market  countries may
have more  than one  quoted  valuation  at any  given  point in time,  sometimes
referred to as a "local" price and a "premium" price. The premium price is often
a  negotiated  price  which may not  consistently  represent  a price at which a
specific  transaction  can be  effected.  It is the policy of the  International
Emerging Markets Fund,  International  Fund and  International  SmallCap Fund to
value such  securities  at prices at which it is  expected  those  shares may be
sold,   and  the  Manager  or  any   sub-adviser  is  authorized  to  make  such
determinations subject to such oversight by the Fund's Board of Directors as may
from time to time be necessary.

Money Market Funds

     The 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 Principal 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, 1997 average annual return for
Class A shares for each of the Funds for the periods indicated:

     ------------------------------------------------------------------------
               Fund                       1-Year       5-Year      10-Year
               ----                       ------       ------      -------
     Balanced Fund
     Blue Chip Fund
     Bond Fund
     Capital Accumulation Fund
     Emerging Growth Fund
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund
     Tax-Exempt Bond Fund
     Utilities Fund
     World Fund
     (1)  Period beginning December 18, 1987 and ending October 31, 1997.
     (2)  Period beginning March 1, 1991 and ending October 31, 1997.
     (3)  Period beginning February 29, 1996 and ending October 31, 1997.
     (4)  Period beginning December 16, 1992 and ending October 31, 1997.
     (5)  Period beginning August 29, 1997 and ending October 31, 1997.
     ------------------------------------------------------------------------

     The following  table shows as of October 31, 1997 average annual return for
Class B shares for each of the Funds for the period indicated:

     -------------------------------------------------------------------

               Fund                       1-Year       5-Year(1)
               ----                       ------       --------
     Balanced Fund
     Blue Chip Fund
     Bond Fund
     Capital Accumulation Fund
     Emerging Growth Fund
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund
     Tax-Exempt Bond Fund
     Utilities Fund
     World Fund
     (1)  Period beginning December 9, 1994 and ending October 31, 1997.
     (2)  Period beginning February 29, 1996 and ending October 31, 1997.
     (3)  Period  beginning August 29, 1997 and ending October 31, 1997.
     --------------------------------------------------------------------

     The following  table shows as of October 31, 1997 average annual return for
Class R shares for each of the Funds for the period indicated:

     --------------------------------------------------------------------
               Fund                       1-Year       5-Year(1)
               ----                       ------       ---------
     Balanced Fund
     Blue Chip Fund
     Bond Fund
     Capital Accumulation Fund
     Emerging Growth Fund
     Government Securities Income Fund
     Growth Fund
     High Yield Fund
     International Emerging Markets Fund
     International SmallCap Fund
     Limited Term Bond Fund
     Tax-Exempt Bond Fund
     Utilities Fund
     World Fund
     (1)  Period beginning February 29, 1996 and ending October 31, 1997.
     (2)  Period  beginning August 29, 1997 and ending October 31, 1997.
     ---------------------------------------------------------------------

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, 1997 the yield for each class of shares for each
of the Income-Oriented Funds:

  ---------------------------------------------------------------------------
                                           Yield As of October 31, 1997
                                       --------------------------------------
               Fund                    Class A        Class B         Class R
               ----                    -------        -------         -------
  Bond Fund
  Government Securities Income Fund
  High Yield Fund
  Limited Term Bond Fund
  Tax-Exempt Bond Fund
  ---------------------------------------------------------------------------


     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,  1997  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
              -------             -------                 --------
                                                            28.0%
                                                            36.0%
                                                            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,  1997,  the Cash  Management  Fund's yield for Class A shares,
Class B shares and Class R shares was ____%, ____% and ____%, respectively,  and
the  Tax-Exempt  Cash  Management  Fund's  yield for Class A shares  and Class B
shares was ____% and ____%,  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,  1997,  the  Cash
Management Fund's effective yield for Class A shares, Class B shares and Class R
shares  was  ____%,  ____% and  ____%,  respectively,  and the  Tax-Exempt  Cash
Management  Fund's  effective  yield for Class A shares  and Class B shares  was
____% and ____%, 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, 1997
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
    -------         -------       -------            -------         --------
                                                                       28.0%
                                                                       36.0%
                                                                       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 Principal  Funds.  An investment in the
Principal  Funds is not  guaranteed;  values  and  returns  generally  vary with
changes in market conditions.

                        Tax-deferred vs. taxable savings plan

                          _______________________________________  $300,059

                          ---------------------------------------

                          _______________________________________  $192,844

                          ---------------------------------------

                          ---------------------------------------

                          ---------------------------------------

                          ---------------------------------------
                   Years:  5    10    15    20    25    30

                      ---    With a tax-deferred savings plan
                      ---    Without a tax-deferred savings plan

TAX TREATMENT OF FUNDS, DIVIDENDS AND DISTRIBUTIONS

     It is  the  policy  of  each  Fund  to  distribute  substantially  all  net
investment  income and net realized gains.  Through such  distributions,  and by
satisfying certain other requirements,  each Fund intends to qualify for the tax
treatment  accorded  to  regulated  investment  companies  under the  applicable
provisions of the Internal Revenue Code. This means that in each year in which a
Fund 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 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.

     International  Emerging Markets Fund,  International Fund and International
SmallCap Fund

     In each fiscal year when,  at the close of such year,  more than 50% of the
value  of  the  total  assets  of  the   International   Emerging  Market  Fund,
International Fund or the International SmallCap Fund are invested in securities
of foreign corporations, such 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 Principal 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.

GENERAL INFORMATION AND HISTORY

     Effective  January 1, 1998, the following changes were made to the names of
the Funds:

           Old Fund Name                             New Fund Name
           -------------                             -------------

Princor Balanced Fund, Inc.                Principal Balanced Fund, Inc.
Princor Blue Chip Fund, Inc.               Principal Blue Chip Fund, Inc.
Princor Bond Fund, Inc.                    Principal Bond Fund, Inc.
Princor Capital Accumulation Fund, Inc.    Principal Capital Value Fund, Inc.
Princor Cash Management Fund, Inc.         Principal Cash Management Fund, Inc.
Princor Emerging Growth Fund, Inc.         Principal MidCap Fund, Inc.
Princor Government Securities Income       Principal Government Securities
  Fund, Inc.                                 Income Fund, Inc.
Princor Growth Fund, Inc.                  Principal Growth Fund, Inc.
Princor High Yield Fund, Inc.              Principal High Yield Fund, Inc.
Princor Limited Term Bond Fund, Inc.       Principal Limited Term Bond
                                             Fund, Inc.
Princor Tax-Exempt Bond Fund, Inc.         Principal Tax-Exempt Bond Fund, Inc.
Princor Tax-Exempt Cash Management         Principal Tax-Exempt Cash
  Fund, Inc.                                 Management Fund, Inc.
Princor Utilities Fund, Inc.               Principal Utilities Fund, Inc.
Princor World Fund, Inc.                   Principal International Fund, Inc.

FINANCIAL STATEMENTS

     The financial statements for each of the Principal Funds for the year ended
October 31, 1997 appearing in the Annual Reports to Shareholders and the reports
thereon of Ernst & Young LLP, independent auditors, will be added by amendment.

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)
                            (6a)  Distribution Agreement (Filed 2/26/96)
                            (6b)  Account Application (Filed 8/29/97)
                            (6c)  Account Application-R Shares (Filed 8/29/97)
                            (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 
                                  (Filed 8/29/97)
                            (12)  Audited Financial Statements as of October 31,
                                  1996, including the Report of Ernst & Young
                                  LLP, independent auditors for the Registrant.
                                  (Filed 12/12/96)
                            (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)  Total Return Performance Quotations-Class B
                                  Shares (Filed 12/14/95)
                            (16a) Performance Quotations-Class A Shares 
                                  (Filed 2/26/96)
                            (16b) Performance Quotations-Class B Shares
                                  (Filed 2/26/96)
                            (16c) Performance Quotations-Class R Shares 
                                  (Filed 12/12/96)
                            (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
               August 11, 1997.

               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 August 11, 1997.

               Princor  Balanced  Fund, Inc. (a  Maryland  Corporation) 1.86% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               Principal Balanced Fund, Inc. (a Maryland  Corporation) 100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on August 11, 1997.

               Princor Blue Chip Fund, Inc.  (a Maryland  Corporation)  1.42% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               Princor Bond Fund, Inc. (a Maryland  Corporation) 1.49% of shares
               outstanding  owned by Principal Mutual Life Insurance  Company on
               August 11, 1997.

               Principal  Bond Fund,  Inc.  (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company and its separate accounts on August 11, 1997.

               Princor   Capital    Accumulation    Fund,   Inc.   (a   Maryland
               Corporation) 31.35% of  outstanding  shares  owned  by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               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
               August 11, 1997.

               Princor Cash Management Fund, Inc. (a Maryland Corporation) 1.35%
               of  outstanding  shares owned by Principal  Mutual Life Insurance
               Company  (including  subsidiaries  and  affiliates) on August 11,
               1997.

               Princor Emerging Growth Fund, Inc. (a Maryland Corporation) 0.62%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on August 11, 1997.

               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 August 11, 1997.

               Princor  Government  Securities  Income  Fund,  Inc.  (a Maryland
               Corporation)  0.40% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               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
               August 11, 1997.

               Princor  Growth  Fund,  Inc.  (a Maryland  Corporation)  0.52% of
               outstanding  shares  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               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 August 11, 1997.

               Princor High Yield Fund, Inc. (a Maryland  Corporation) 22.70% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               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 August 11, 1997.

               Principal  International  Emerging Markets Fund, Inc. (a Maryland
               Corporation)  100.0% of  shares  outstanding  owned by  Principal
               Mutual Life Insurance Company on August 15, 1997.

               Principal   International   SmallCap   Fund,   Inc.  (a  Maryland
               Corporation)  100.0% of  shares  outstanding  owned by  Principal
               Mutual Life Insurance Company on August 15, 1997.

               Princor  Limited  Term Bond Fund,  Inc. (a Maryland  Corporation)
               53.17% of  shares  outstanding  owned by  Principal  Mutual  Life
               Insurance Company on August 11, 1997.

               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 August 11, 1997.

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               51.39% of the shares outstanding of the International  Securities
               Portfolio   and   84.13%  of  the  shares   outstanding   of  the
               Mortgage-Backed  Securities  Portfolio  were  owned by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               Princor Tax-Exempt Bond Fund, Inc. (a Maryland Corporation) 0.56%
               of shares  outstanding  owned by Principal  Mutual Life Insurance
               Company on August 11, 1997.

               Princor   Tax-Exempt  Cash  Management  Fund,  Inc.  (a  Maryland
               Corporation)  1.00% of  shares  outstanding  owned  by  Principal
               Mutual Life Insurance Company on August 11, 1997.

               Princor Utilities Fund, Inc. (a Maryland  Corporation)   1.54% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               Princor  World  Fund,  Inc. (a  Maryland  Corporation)  22.96% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

               Principal  World Fund,  Inc. (a Maryland  Corporation)  100.0% of
               shares  outstanding  owned by  Principal  Mutual  Life  Insurance
               Company on August 11, 1997.

          Subsidiaries  organized  and  wholly-owned  by  Principal  Mutual Life
          Insurance Company:

               a.   Principal  Holding  Company (an Iowa  Corporation) A holding
                    company  wholly-owned  by  Principal  Mutual Life  Insurance
                    Company.

               b.   PT Asuransi Jiwa Principal  Egalita  Indonesia (an Indonesia
                    Corporation)

          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   Corporation   (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,  manages and sells  commercial real
                    estate assets.

               q.   Principal FC, Ltd. (an Iowa  Corporation) a limited  purpose
                    investment corporation.

               r.   Principal Residential Mortgage, Inc. (an Iowa Corporation) a
                    residential mortgage loan broker.

               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:

               a.   Principal   Financial    Securities,    Inc.   (a   Delaware
                    Corporation) an investment banking and securities  brokerage
                    firm.

          Subsidiary wholly owned by Delaware Charter Guarantee & Trust Company:

               a.   Trust  Consultants,   Inc.  (a  California   Corporation)  a
                    Consulting and Administration of Employee Benefit Plans.

          Subsidiaries  organized  and  wholly-owned  by Principal  Health Care,
          Inc.:

               a.   The Admar  Group,  Inc. (a Florida  Corporation)  a national
                    managed care service  organization that develops and manages
                    preferred provider organizations.

               b.   America's Health  Plan,  Inc.  (a  Maryland  Corporation)  a
                    developer of discount provider networks.

               c.   Principal Health Care Management Corporation (an Iowa
                    Corporation) provide management services to health
                    maintenance organizations.

               d.   Principal  Health  Care  of the  Carolinas,  Inc.  (a  North
                    Carolina Corporation) a health maintenance organization.

               e.   Principal   Health  Care  of  Delaware,   Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               f.   Principal   Health   Care  of   Florida,   Inc.  (a  Florida
                    Corporation) a health maintenance organization.

               g.   Principal   Health   Care  of   Georgia,   Inc.  (a  Georgia
                    Corporation) a health maintenance organization.

               h.   Principal  Health  Care  of  Illinois,   Inc.  (an  Illinois
                    Corporation) a health maintenance organization.

               i.   Principal   Health  Care  of   Indiana,   Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               j.   Principal Health Care of Iowa, Inc. (an Iowa  Corporation) a
                    health maintenance organization.

               k.   Principal  Health  Care of Kansas  City,  Inc.  (a  Missouri
                    Corporation) a health maintenance organization.

               l.   Principal  Health  Care  of  Louisiana,  Inc.  (a  Louisiana
                    Corporation) a health maintenance organization.

               m.   Principal Health Care of the Mid-Atlantic,  Inc. (a Virginia
                    Corporation) a health maintenance organization.

               n.   Principal   Health  Care  of  Nebraska,   Inc.  (a  Nebraska
                    Corporation) a health maintenance organization.

               o.   Principal Health Care of Pennsylvania,  Inc. (a Pennsylvania
                    Corporation) a health  maintenance  organization.  

               p.   Principal  Health  Care  of  St.  Louis,  Inc.  (a  Delaware
                    Corporation) a health maintenance organization.

               q.   Principal  Health  Care of  South  Carolina,  Inc.  (A South
                    Carolina Corporation) a health maintenance organization.

               r.   Principal  Health  Care  of  Tennessee,  Inc.  (a  Tennessee
                    Corporation) a health maintenance organization.

               s.   Principal Health Care of Texas, Inc. ( a Texas  Corporation)
                    a health maintenance organization.

               t.   United  Health  Care   Services  of  Iowa,   Inc.  (an  Iowa
                    Corporation) a health maintenance organization.

          Subsidiary 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.

               f.   Benefit Plan Administrators, Inc. (a Colorado Corporation) a
                    managed care services organization.

          Subsidiaries owned by Principal International, Inc.:

               a.   Principal  International  Espana, S.A. de Seguros de Vida (a
                    Spain Corporation).

               b.   Zao Principal International (a Russia Corporation) inactive.

               c.   Principal  International   Argentina,   S.A.  (an  Argentina
                    services 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) a holding company.

               g.   Principal Mexico Compania de Seguros, S.A. de C.V. (a Mexico
                    Corporation) a life insurance company.

               h.   Afore Confia-Principal, S.A. de C.V. (a Mexico Corporation).

               i.   Qualitas Medica, S.A. (an Argentina Corporation).

          Subsidiary owned by Principal International Espana, S.A. de Seguros de
          Vida:

               a.   Princor  International Espana S.A. de Agencia de Seguros
                    (a Spain Corporation).

          Subsidiaries  owned by Principal International Argentina, S.A.:

               a.   Ethika-S.A.  Administradora  de  Fondos  de  Jubilaciones  y
                    Pensiones (an Argentina company)

               b.   Princor  Compania de Seguros de Retiro,  S.A. (an  Argentina
                    Corporation).

               c.   Prinlife  Compania de Seguros de Vida,  S.A.  (an  Argentina
                    Corporation).

          Subsidiary owned by Principal International de Chile, S.A.:

               a.   BanRenta   Compania  de  Seguros  de  Vida,  S.A.  (a  Chile
                    Corporation) a life insurance company.

          Subsidiary owned by Afore Confia-Principal, S.A. de C.V.:

               a.   Siefore Confia-Principal, S.A. de C.V.
                    (a Mexico Corporation)
  
Item 26.       Number of Holders of Securities - As of:  September 30, 1997

                     (1)                                       (2)
               Title of Class                             Number of Holders
                      Princor High Yield Fund, Inc.
               Common-Class A                                   2,822
               Common-Class B                                     772
               Common-Class R                                     396

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 R. Barnes              The Principal     President
   Vice President               Financial Group   Invista Capital
                                Des Moines, IA    Management, Inc.
                                50392

  *Craig L. Bassett             Same              See Part B
   Treasurer

  *Michael J. Beer              Same              See Part B
   Senior 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

   Michael H. Gersie            Same              Senior Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

  *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

  *Stephan L. Jones             Same              See Part B
   President and Director

   Ronald E. Keller             Same              Executive Vice President
   Director                                       Principal Mutual Life
                                                  Insurance Company

   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
   Mutual Funds                                   Corporation

   Elizabeth R. Ring            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

   Jean B Schustek              Same              Product Compliance Officer -
   Product Compliance Officer -                   Princor Financial Services
   Registered Products                            Corporation

   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.,  Principal
International  Emerging Markets Fund,  Inc.,  Principal  International  SmallCap
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., Principal  International  Emerging Markets
Fund, Inc., Principal International SmallCap 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 Section 408 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

  Robert W. Baehr              Marketing Services             None
  The Principal                Officer
  Financial Group
  Des Moines, IA 50392

  Craig L. Bassett             Treasurer                      Treasurer
  The Principal
  Financial Group
  Des Moines, IA 50392

  Michael J. Beer              Senior Vice President and      Vice President
  The Principal                Chief 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

  Michael H. Gersie            Director                        None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Ernest H. Gillum             Assistant Vice President-       Assistant
  The Principal                Registered Products             Secretary
  Financial Group
  Des Moines, IA 50392

  William C. Gordon            Insurance License Officer       None
  The Principal
  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

  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

  Mark M. Oswald               Compliance Officer              None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Layne A. Rasmussen           Controller-Mutual Funds         None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Elizabeth R. Ring            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             Product Compliance Officer-     None
  The Principal                Registered Products
  Financial Group
  Des Moines, IA 50392

  Kyle R. Selberg              Vice President-                 None
  The Principal                Marketing
  Financial Group
  Des Moines, IA 50392

  Susan R. Sorensen            Marketing Officer               None
  The Principal
  Financial Group
  Des Moines, IA 50392

  Roger C. Stroud              Assistant Director-             None
  The Principal                Marketing
  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 23rd day of
October, 1997.


                             Princor High Yield Fund, Inc.

                                            (Registrant)

                                        

                             By          /s/ S. L. Jones
                                ______________________________________
                                 S. L. Jones 
                                 President and Director


Attest:


/s/ A. S. Filean
______________________________________
A. S. Filean   
Secretary
<PAGE>
Pursuant to the requirement of 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/ S. L. Jones
_____________________________      President and Director              10/23/97
S. L. Jones                        (Principal Executive Officer)      __________



/s/ J. B. Griswell
_____________________________      Director and                        10/23/97
J. B. Griswell                     Chairman of the Board              __________


/s/ M. J. Beer
_____________________________      Financial Officer (Principal        10/23/97
M. J. Beer                         Financial and Accounting Officer)  __________


   (J. D. Davis)*                  
_____________________________      Director                            10/23/97
J. D. Davis                                                           __________


   (R. W. Erhle)*                  
_____________________________      Director                            10/23/97
R. W. Ehrle                                                           __________


   (P. A. Ferguson)*               
_____________________________      Director                            10/23/97
P. A. Ferguson                                                        __________


   (R. W. Gilbert)*                  
_____________________________      Director                            10/23/97
R. W. Gilbert                                                         __________


   (R. E. Keller)*               
_____________________________      Director                            10/23/97
R. E. Keller                                                          __________


   (B. A. Lukavsky)*
_____________________________      Director                            10/23/97
B. A. Lukavsky                                                        __________


   (R. G. Peebler)*
_____________________________      Director                            10/23/97
R. G. Peebler                                                         __________



                                         By    /s/ S. L. Jones
                                           _____________________________________
                                           S. L. Jones
                                           President and Director


                                        *Pursuant to Powers of Attorney
                                         Previously Filed or Included 


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