PRINCOR TAX EXEMPT CASH MANAGEMENT FUND INC
497, 1995-11-27
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                       SUPPLEMENT, DATED DECEMBER 1, 1995
    TO THE PROSPECTUS DATED DECEMBER 9, 1994 AS REVISED THROUGH APRIL 3, 1995

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 Tax-Exempt Bond Fund, Inc.
Princor Tax-Exempt Cash Management Fund, Inc.
Princor Utilities Fund, Inc.
Princor World Fund, Inc.

          Effective   August  31,  1995,   the   Prospectus   for  each  of  the
above-referenced  funds is amended by adding the following as the last paragraph
under the subheading "Investors may be eligible to buy Class A shares at reduced
sales charges" included under the heading "OFFERING PRICE OF FUNDS' SHARES":

          A reduced  sales charge  described in the table below is available for
purchases  of  Class  A  shares  of any of the  Funds  to the  extent  that  the
investment  represents the proceeds from a total  surrender of a Pension Builder
Annuity  Contract,  an unregistered  fixed annuity  contract issued by Principal
Mutual Life Insurance Company.

                                                      Net      Dealer Allowance
                                     Offering       Amount           as %
Amount of Purchase                    Price        Invested    of Offering Price
Less than $500,000                     2.5%          2.56%            2.10%
$500,000 but less than $1,000,000      1.5%          1.52%            1.25%
$1,000,000 or more                No Sales Charge      0            Negotiated

       Effective   December   1,   1995,   the   Prospectus   for  each  of  the
above-referenced  funds is amended by adding the following as the last paragraph
under the  subheading  "Investors  may be able to purchase Class A shares at net
asset value" included under the heading "OFFERING PRICE OF FUNDS' SHARES":

       Also beginning  December 1, 1995 and ending  January 31, 1996,  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 or the  redemption  of which was subject to a contingent  deferred  sales
charge) of another investment company. When making a purchase at net asset value
pursuant  to  this  provision,   the  investor  must  indicate  on  the  account
application that the purchase  qualifies for a net asset value purchase and must
forward to Princor either (i) the redemption check  representing the proceeds of
the  shares  redeemed,  endorsed  to the  order of  Princor  Financial  Services
Corporation,  or (ii) a copy  of the  confirmation  from  the  other  investment
company  showing the  redemption  transactions.  In the case of a wire  purchase
pursuant to this provision, a copy of the confirmation from the other investment
company  showing the  redemption  must be  forwarded  to and received by Princor
within  21 days  following  the date of  purchase.  If the  confirmation  is not
provided  within  the  21-day  period,  a  sufficient  number of shares  will be
redeemed from the  shareholder's  account to pay the otherwise  applicable sales
charge.

       Effective   December   1,   1995,   the   Prospectus   for  each  of  the
above-referenced  funds is amended by adding the following as a subheading under
the heading "OFFERING PRICE OF FUNDS' SHARES":

       CDSC on Class A Shares. Purchases of Class A Shares of $1,000,000 or more
on or after  January 1, 1996 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% of the lesser
of the value of the  shares  redeemed  (exclusive  of  reinvested  dividend  and
capital gain distributions) or the total cost of such shares.  Shares subject to
the CDSC which are exchanged  into another  Princor mutual fund will continue to
be subject to the CDSC until the original 18 month period expires.  However,  no
CDSC is payable  with  respect to  redemptions  of Class A shares used to fund a
Princor 401(a) or Princor 401(k) retirement plan, except  redemptions  resulting
from the termination of the plan or transfer of plan assets.






MM625 S-6
    

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

                         Growth-Oriented Funds

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


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

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


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

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


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

                       Income-Oriented Funds

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


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



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


   
The date of this Prospectus is December 9, 1994, as revised through
April 3, 1995.
    

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

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

Princor  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.

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.

                           Money Market Funds

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

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

     Each of the Princor Funds offers two classes of shares:  Class A shares and
Class B shares.  Each class is sold pursuant to different sales arrangements and
bears  different  expenses.  For more  information  about  the  different  sales
arrangements,  see "How to Purchase Shares" and "Offering Price of Fund's Shares
 ." For information about various expenses borne by each class, see "Overview."

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

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

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

     Additional  information  about the Funds has been filed with the Securities
and Exchange  Commission,  including a document called a Statement of Additional
Information  dated December 9, 1994 which is incorporated  by reference  herein.
The  Statement  of  Additional  Information  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.
<PAGE>
                                                           TABLE OF CONTENTS

                                                                            Page

   
     Overview .............................................................    4
     Financial Highlights .................................................   10
     Investment Objectives, Policies and Restrictions .....................   20
         Growth-Oriented Funds ............................................   20
         Income-Oriented Funds ............................................   23
         Money Market Funds ...............................................   30
         Certain Investment Policies and Restrictions .....................   32
     Risk Factors .........................................................   34
     How the Funds are Managed ............................................   34
     How to Purchase Shares ...............................................   37
     Offering Price of Funds' Shares ......................................   38
     Distribution and Shareholder Servicing Plans and Fees ................   40
     Determination of Net Asset Value of Funds' Shares ....................   41
     Distribution of Income Dividends and Realized Capital Gains ..........   41
     Tax Treatment of the Funds, Dividends and Distributions ..............   43
     How to Exchange Shares ...............................................   44
     How to Sell Shares ...................................................   45
     Periodic Withdrawal Plan .............................................   47
     Performance Calculation ..............................................   47
     General Information About a Fund Account .............................   48
     Retirement Plans .....................................................   49
     Shareholder Rights ...................................................   49
     Additional Information ...............................................   50
    

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

OVERVIEW

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

     The  Princor  Funds  are  separately  incorporated,   open-end  diversified
management investment companies.

What it Costs to Invest

     There are costs to acquire and own many types of investments. Shares of the
Princor Funds are no exception.  The tables on the next page depict the fees and
expenses  applicable  to the  purchase  and  ownership  of shares of each of the
Funds.  Table A depicts  Class A shares and is based on amounts  incurred by the
Funds  during the fiscal  year  ended  October  31,  1994,  except as  otherwise
indicated.  Table B depicts  Class B shares and is based on amounts  incurred by
the Funds' Class A shares  during the fiscal year ended  October 31,  1994,  and
assumptions  regarding  the  level of  expenses  anticipated  for Class B shares
during the current  fiscal year.  The tables  included as examples  indicate the
cumulative  expenses an investor would pay on an initial $1,000  investment that
earns a 5% annual return.  Example A assumes the investor redeems the shares and
Example B assumes the  investor  does not redeem the shares.  The  examples  are
based on each Fund's  Annual  Operating  Expenses  described  in Tables A and B.
Please remember that the examples should not be considered a  representation  of
future  expenses  and that  actual  expenses  may be  greater or less than those
shown.

<PAGE>
<TABLE>
<CAPTION>
                                                             CLASS A SHARES
     TABLE A
                                                                          Shareholder Transaction Expenses
                                                    Maximum Sales Load Imposed
                                                           on Purchases                      
               Fund                            (as a percentage of offering price)                       Redemption Fee
<S>                                                            <C>                                               <C>     
     All Funds Except the Money  Market Funds                  4.75%                                             None*
     Money Market Funds                                        None                                              None*


</TABLE>
<TABLE>
<CAPTION>
                                                                        Annual Fund Operating Expenses
                                                                    (as a percentage of average net assets)
                                                  Management           12b-1          Other               Total Operating
               Fund                                  Fee                Fee          Expenses                 Expenses
<S>                                                 <C>                <C>             <C>                      <C>  
     Balanced Fund                                  .60%               .25%            .66%                     1.51%
     Blue Chip Fund                                 .50                .25             .71                      1.46
     Bond Fund                                      .36**              .25             .34                       .95**
     Capital Accumulation Fund                      .46                .12             .25                       .83
     Cash Management Fund                           .25**               None           .45                       .70**
     Emerging Growth Fund                           .65                .25             .84                      1.74
     Government Securities Income Fund              .46                .20             .29                       .95
     Growth Fund                                    .50                .25             .55                      1.30
     High Yield Fund                                .60                .25             .61                      1.46
     Tax-Exempt Bond Fund                           .48                .22             .21                       .91
     Tax-Exempt Cash Management Fund                .31**               None           .36                       .67**
     Utilities Fund                                 .10**              .25             .65                      1.00**
     World Fund                                     .75                .25             .74                      1.74

<FN>
     * A wire charge of up to $6.00 will be deducted for all wire transfers.
     **After waiver.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                            CLASS B SHARES
    TABLE B                                                            Shareholder Transaction Expenses*
                                                                                             Contingent Deferred Sales Charge
                                                        Maximum Sales Load                   (as a percentage of the lower of
                                                       Imposed on Purchases                    the original purchase price   
       Fund                                     (as a percentage of offering price)               or redemption proceeds)

<S>                                                            <C>                             <C>                         
     All Funds                                                 None                            4.0% in the first two years,
                                                                                               declining to 1% in the sixth
                                                                                               year and eliminated thereafter
</TABLE>
<TABLE>
<CAPTION>

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

<S>                                                 <C>                  <C>           <C>                      <C>  
     Balanced Fund                                  .60%                 1.00%         .66%                     2.26%
     Blue Chip Fund                                 .50                  1.00          .71                      2.21
     Bond Fund                                      .36**                1.00          .34                      1.70**
     Capital Accumulation Fund                      .46                  1.00          .25                      1.71
     Cash Management Fund                           .25**                1.00          .45                      1.70**
     Emerging Growth Fund                           .65                  1.00          .84                      2.49
     Government Securities Income Fund              .46                  1.00          .29                      1.75
     Growth Fund                                    .50                  1.00          .55                      2.05
     High Yield Fund                                .60                  1.00          .61                      2.21
     Tax-Exempt Bond Fund                           .48                  1.00          .21                      1.69
     Tax-Exempt Cash Management Fund                .31**                1.00          .36                      1.67**
     Utilities Fund                                 .10**                1.00          .65                      1.75**
     World Fund                                     .75                  1.00          .74                      2.49

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


<PAGE>
<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                             $62       $64       $93      $103      $126      $144       $219      $231
     Blue Chip Fund                            $62       $64       $91      $102      $123      $141       $214      $226
     Bond Fund                                 $57       $59       $76       $87       $98      $116       $159      $171
     Capital Accumulation Fund                 $56       $59       $73       $87       $91      $116       $145      $167
     Cash Management Fund                       $7       $59       $22       $87       $39      $116        $87      $161
     Emerging Growth Fund                      $64       $66      $100      $110      $137      $155       $243      $255
     Government Securities Income Fund         $57       $59       $76       $88       $98      $118       $159      $175
     Growth Fund                               $60       $62       $87       $97      $115      $133       $197      $209
     High Yield Fund                           $62       $64       $91      $102      $123      $141       $214      $226
     Tax-Exempt Bond Fund                      $56       $59       $75       $86       $95      $115       $154      $169
     Tax-Exempt Cash Management Fund            $7       $58       $21       $86       $37      $114        $83      $158
     Utilities Fund                            $57       $59       $78       $88      $100      $118       $164      $177
     World Fund                                $64       $66      $100      $110      $137      $155       $243      $255


<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                             $62       $23       $93       $67      $126      $121       $219      $231
     Blue Chip Fund                            $62       $22       $91       $69      $123      $118       $214      $226
     Bond Fund                                 $57       $17       $76       $54       $98       $92       $159      $171
     Capital Accumulation Fund                 $56       $17       $73       $54       $91       $93       $145      $167
     Cash Management Fund                       $7       $17       $22       $54       $39       $92        $87      $161
     Emerging Growth Fund                      $64       $25      $100       $78      $137      $133       $243      $255
     Government Securities Income Fund         $57       $18       $76       $55       $98       $95       $159      $175
     Growth Fund                               $60       $21       $87       $64      $115      $110       $197      $209
     High Yield Fund                           $62       $22       $91       $69      $123      $118       $214      $226
     Tax-Exempt Bond Fund                      $56       $17       $75       $53       $95       $92       $154      $169
     Tax-Exempt Cash Management Fund            $7       $17       $21       $53       $37       $91        $83      $158
     Utilities Fund                            $57       $18       $78       $55      $100       $95       $164      $177
     World Fund                                $64       $25      $100       $78      $137      $133       $243      $255

<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>
<PAGE>

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

     The  Manager  waived a portion  of its fee for the Bond,  Cash  Management,
Tax-Exempt Cash Management and Utilities Funds  throughout the fiscal year ended
October 31, 1994.  Without these waivers,  total operating  expenses for Class A
shares actually incurred by the Funds for the fiscal year ended October 31, 1994
would have amounted to 1.09%,  .90%,  .85% and 1.50% of each Fund's  average net
assets, respectively.  The Manager intends to continue its voluntary waiver and,
if  necessary,  pay  expenses  normally  payable by each of these Funds  through
February  28,  1995 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,  .70% for the Money Market Funds and 1.00% for the  Utilities
Fund,  and for the Class B shares,  1.70% for the Bond Fund and the Money Market
Funds and 1.75% for the  Utilities  Fund.  In addition,  the Manager  intends to
continue its voluntary waiver, and, if necessary,  pay expenses normally payable
by each of  these  Funds  for the  period  beginning  March 1,  1995 and  ending
February  29,  1996 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 Money Market Funds and 1.10% for the  Utilities
Fund,  and for Class B  shares,  1.70%  for the Bond  Fund,  1.75% for the Money
Market Funds, and 1.85% for the Utilities Fund. See "How the Funds are Managed."

What the Funds Offer Investors

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

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

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

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

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

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

     Convenient  Investment and Recordkeeping  Services:  Shareholders of any of
the Funds  (except the Money  Market  Funds) will receive a statement of account
each time there is a transaction that effects their account. Shareholders of the
Money Market Funds will receive a monthly statement of account. Shareholders who
own more  than one  Princor  Fund  account  also  receive  a  portfolio  summary
statement as of June 30 and the last business day of December each year.
<TABLE>
<CAPTION>

Investment Objectives of the Funds

                                          Growth-Oriented Funds
           Fund                                                                      Investment Objectives

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

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

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

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

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

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



<CAPTION>

                                         Income-Oriented Funds

                        Fund                                                    Investment Objectives

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

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

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

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

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


<CAPTION>
                                         Money Market Funds

                          Fund                                                  Investment Objectives

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

Princor Tax-Exempt Cash Management Fund, Inc.                  As high a level of current interest income exempt from federal income
                                                               tax as is consistent with stability of principal and the maintenanc 
                                                               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."
</TABLE>

The Risks of Investing

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

How to Buy Shares

     An  individual   investor  can  become  a  shareholder  by  completing  the
application that accompanies this Prospectus and mailing it, along with a check,
to Princor Financial Services Corporation  ("Princor"),  a broker-dealer that is
also the principal  underwriter  for the Funds.  The initial  investment for the
Growth-Oriented  Funds must be at least $300 and the initial  investment for the
Income-Oriented Funds and Money Market Funds must be at least $1,000. An IRA may
be  established  with a minimum of $250.  See  "Retirement  Plans."  The minimum
subsequent  investment  is $50 ($100  for Money  Market  Funds).  Lower  minimum
initial and subsequent  purchase  amounts are available to shareholders who make
regular periodic  investments under a Systematic  Accumulation Plan. See "How to
Purchase Shares." Class B shares of the Money Market Funds may only be purchased
by an exchange from other Class B shares. See "How to Exchange Shares."

     Each Fund offers two classes of shares  through  Princor and other  dealers
which it selects. The two classes are Class A shares and Class B shares. The two
classes of shares  bear sales  charges in  different  forms and amounts and bear
different expense levels.
     Class A shares.  An  investor  who  purchases  Class A shares of any of the
Princor Funds (except the Money Market Funds) pays a sales charge at the time of
purchase.  The sales  charge  ranges from a high of 4.75% on  purchases of up to
$50,000 to a low of 0% on purchases of $1 million or more.  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% of the Fund's average net assets attributable to Class A shares. See
"Distribution and Shareholder  Servicing Plans and Fees." All shares outstanding
as of the close of business on December 8, 1994 have been  classified as Class A
shares.

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

How to Exchange Shares

     Shares of Princor  Funds may be  exchanged  for shares of the same Class of
other Princor Funds without a sales charge or  administrative  fee under certain
conditions  as described  under "How to Exchange  Shares." In addition,  Class A
shares of the Money Market Funds acquired by direct  purchase or reinvestment of
dividends  on  such  shares  may  be  exchanged   for  Class  B  shares  of  any
Growth-Oriented or Income-Oriented Fund. Shares may be exchanged by telephone or
written  request.  An exchange is a sale for tax  purposes.  Also,  dividends of
$25.00 or more from shares of a Class of one Princor  Fund may be  automatically
"cross-reinvested"  in shares of the same Class of  another  Princor  Fund.  See
"Distribution of Income Dividends and Realized Capital Gains."

How to Sell Shares

     Shareholders  may sell (redeem) shares by mail or by telephone.  Redemption
proceeds will  generally be mailed to the  shareholder  on the next business day
after the  redemption  request is received.  Upon proper  authorization  certain
redemptions may be processed through a selected dealer. Automatic redemptions of
a  specified  amount may also be made  through a Periodic  Withdrawal  Plan.  In
addition,  shareholders  of Class A shares of the Money  Market Funds may redeem
shares by writing a check against their account  balance and by  establishing  a
preauthorized withdrawal service on their account. Redemptions of Class A shares
are made at net asset value without charge. Redemptions of Class B shares within
six years of purchase will  generally be subject to a contingent  deferred sales
charge. See "Offering Price of Funds' Shares" and "How to Sell Shares."

FINANCIAL HIGHLIGHTS

     The  following  financial  highlights  for the ten years ended  October 31,
1994,  or since the  Fund's  inception  if a shorter  period of time,  have been
derived from financial  statements which have been audited by Ernst & Young LLP,
independent  auditors,  whose report thereon has been  incorporated by reference
herein. No Class B shares were outstanding  during these periods.  The financial
highlights should be read in conjunction with the financial statements,  related
notes and other financial  information  for each Fund  incorporated by reference
herein.  The  financial  statements  may be  obtained by  shareholders,  without
charge, by telephoning 1-800-451-5447.






<PAGE>

                   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.

Year Ended October 31,
<S>                                     <C>        <C>       <C>           <C>         <C>         <C>          <C>         <C>    
       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 (a)    9.96      .40         1.02         1.42       (.29)           -          (.29)     11.09 
 
   Princor Blue Chip Fund, Inc.

     Year Ended October 31,
       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(b)    10.02      .10          .57          .67       (.08)            -         (.08)     10.61  

   Princor Capital Accumulation
   Fund, Inc.

     Year Ended October 31,
       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(c)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  
       1986                              16.60      .61         4.94         5.55       (.72)           (.96)     (1.68)     20.47 
       1985                              14.68      .82         3.46         4.28       (.85)          (1.51)     (2.36)     16.60 


<FN>
Notes to financial highlights

(a)  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.

(b)  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.

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

(d)  Computed on an annualized basis.

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

(f)  Total Return amounts have not been annualized.
</FN>
</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(e)   (in thousands)  Net Assets   Net Assets    Rate

   

     
<S>          <C>               <C>          <C>         <C>  
   .94%      $    53,366       1.51%        2.70%       14.4%
 12.24%           39,952       1.35%        2.78%       27.5%
 11.86%           31,339       1.29%        3.39%       30.6%
 34.09%           23,372       1.30%        4.25%       23.6%
(11.28)%          18,122       1.32%        5.22%       33.7%
 11.03%           20,144       1.25%        5.45%       30.2%
 12.42%(f)        16,282       1.12%(d)     4.51%(d)    65.2%(d)



    
  6.58%           27,246       1.46%        1.72%        5.5%
  5.65%           23,759       1.25%        1.87%       11.2%
  9.92%           19,926       1.56%        1.49%       13.5%
  6.37%(f)        12,670       1.71%(d)     1.67%(d)     0.4%(d)

    
    

      
  6.67%          285,965        .83%        2.02%       31.7%
 10.42%          240,016        .82%        2.16%       24.8%
 11.67%          190,301        .93%        2.17%       38.3%
 40.63%          152,814        .99%        2.72%       19.7%
(17.82)%         109,507       1.10%        3.10%       27.7%
   .44%(f)       122,685       1.10%(d)     2.87%(d)    19.7%(d)
    
     
  9.53%          117,473       1.00%        3.04%       28.1%
 (2.30)%          97,147        .96%        2.40%       27.9%
 20.93%           93,545        .98%        1.73%       20.0%
 36.51%           55,763        .93%        3.59%       44.5%
 33.87%           30,993        .96%        5.70%       27.0%
</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.

     Year Ended October 31,
   <S>                                  <C>      <C>           <C>          <C>     <C>         <C>          <C>             <C> 
       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 (a)   10.50     .06          2.26         2.32    (.05)           -          (.05)         12.77

   Princor Growth Fund, Inc.

     Year Ended October 31,
       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
       1986                              17.07     .32          6.31         6.63    (.38)        (1.47)       (1.85)         21.85
       1985                              15.94     .40          2.04         2.44    (.39)         (.92)       (1.31)         17.07

   Princor World Fund, Inc.

     Year Ended October 31,
       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(c) 4.58     .07           .07          .14    (.06)           -          (.06)          4.66
     Year Ended December 31,
       1988 (f)                           3.88     .12           .67          .79    (.09)           -          (.09)          4.58
       1987 (f)                           8.55     .12          (.96)        (.84)   (.08)        (3.75)       (3.83)          3.88
       1986 (f)                           7.32     .45          2.17         2.62    (.44)         (.95)       (1.39)          8.55
       1985 (f)                           6.07     .07          1.49         1.56    (.09)         (.22)        (.31)          7.32
       1984 (f)                           6.32     .21          (.15)         .06    (.21)         (.10)        (.31)          6.07

 
<FN>
Notes to financial highlights

(a) 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.

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

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

(d) Computed on an annualized basis.

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

(f) 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.

(g) Total Return amounts have not been annualized.
</FN>
</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(e)     (in thousands)     Net Assets     Net Assets        Rate

    

      
  <S>            <C>                 <C>            <C>            <C> 
    6.86%        $  92,965           1.74%          .02%           8.1%
   19.66%           48,668           1.66%          .26%           7.0%
   11.63%           29,055           1.74%          .80%           5.8%
   64.56%           17,174           1.78%         1.14%           8.4%
  (16.80)%           8,959           1.94%         2.43%          15.8%
   19.65%            8,946           1.79%         2.09%          13.5%
   19.72%(g)         6,076           1.52%(d)       .84%(d)       19.5%(d)

   

      
    9.82%          116,363           1.30%         .95%          13.6%
    9.83%           80,051           1.26%        1.40%          16.4%
   14.76%           63,405           1.19%        1.46%          15.6%
   59.30%           45,892           1.13%        1.85%          10.6%
   (9.20)%          28,917           1.18%        1.88%           9.7%
    6.83%(g)        32,828           1.22%(d)     1.25%(d)       50.1%(d)
    
       
    4.38%           31,770           1.08%        1.78%           9.7%
   (7.19)%          34,316           1.00%        1.29%          24.9%
   20.94%           37,006           1.01%        1.07%           4.0%
   42.69%           26,493            .98%        1.75%          29.0%
   17.08%           18,835           1.00%        2.50%          40.5%

   

      
    9.60%          115,812           1.74%         .10%          13.2%
   41.39%           63,718           1.61%         .59%          19.5%
   (1.57)%          35,048           1.69%        1.23%          19.9%
   13.82%           26,478           1.72%        1.36%          27.6%
     .94%           16,044           1.79%        1.89%          37.9%
    2.98%(g)        13,928           1.55%(d)     1.82%(d)       32.4%(d)
    
   20.25%           13,262           1.55%        1.43%          56.9%
  (10.13)%           3,943           2.09%         .83%         183.0%
   36.40%            9,846           2.17%         .73%         166.0%
   25.88%            2,525           2.25%        1.13%          55.9%
    1.05%            1,500           2.41%        3.66%          24.4%
</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.

     Year Ended October 31,
<S>                                     <C>      <C>         <C>         <C>       <C>             <C>        <C>           <C>   
       1994                             $11.75   $.78(g)     $(1.47)     $ (.69)   $  (.78)        $(.01)     $  (.79)      $10.27  
       1993                              10.97    .81(g)        .79        1.60       (.81)         (.01)        (.82)       11.75  
       1992                              10.65    .85(g)        .32        1.17       (.85)           -          (.85)       10.97  
       1991                               9.99    .88(g)        .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 (a)    9.95    .80(g)        .38        1.18       (.76)           -          (.76)       10.37  

   Princor Cash Management Fund, Inc.

     Year Ended October 31, 
       1994                               1.000   .033(g)        -          .033      (.033)           -         (.033)       1.000
       1993                               1.000   .026(g)        -          .026      (.026)           -         (.026)       1.000
       1992                               1.000   .036(g)        -          .036      (.036)           -         (.036)       1.000
       1991                               1.000   .061(g)        -          .061      (.061)           -         (.061)       1.000
       1990                               1.000   .074(g)        -          .074      (.074)           -         (.074)       1.000
     Four Months Ended October 31, 1989(b)1.000   .027(g)        -          .027      (.027)           -         (.027)       1.000
     Year Ended June 30,
       1989                               1.000   .080(g)        -          .080      (.080)           -         (.080)       1.000
       1988                               1.000   .060           -          .060      (.060)           -         (.060)       1.000
       1987                               1.000   .053           -          .053      (.053)           -         (.053)       1.000
       1986                               1.000   .065           -          .065      (.065)           -         (.065)       1.000
       1985                               1.000   .085           -          .085      (.085)           -         (.085)       1.000

   Princor Government Securities
   Income Fund, Inc.

     Year Ended October 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(b)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 
       1986                              10.55   1.24          .49         1.73      (1.26)          (.20)      (1.46)       10.82 
     Period Ended June 30, 1985(c)       10.31    .12          .26          .38       (.14)            -         (.14)       10.55 

<FN>
Notes to financial highlights

(a)  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.

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

(c) Period from May 21, 1985,  date shares first  available for offering to the
    public,  through June 30, 1985.  Net  investment  income and net unrealized
    appreciation  of investments,  for the period from the initial  purchase of
    shares on April 17, 1985 through May 20,  1985,  amounted to $.10 and $.21,
    respectively,  per share.  All dividends from net investment  income,  from
    April  17,  1985  through  June  30,  1985,  were  distributed  to the sole
    stockholder, Principal Mutual Life Insurance Company.

(d) Computed on an annualized basis.

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

(f) Total Return amounts have not been annualized.

(g) 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. 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(a)    .76           1.12%(d)        31,187

Princor Cash Management
   Fund, Inc.           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%(d)       101,625
                        1989*      .079          1.11%            9,558

*   Year ended June 30, 1989
**  Four months ended October 31, 1989
</FN>
</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(e)     (in thousands)      Net Assets       Net Assets        Rate

    

      
   <S>          <C>                  <C>              <C>             <C> 
   (6.01)%      $   88,801           .95%(g)          7.27%           8.9%
   15.22%           85,015           .92%(g)          7.19%           9.3%
   11.45%           62,534           .88%(g)          7.95%           8.4%
   16.04%           37,825           .80%(g)          8.66%            .9%
    3.08%           22,719          1.22%             8.40%           3.6%
   11.54%           13,314          1.24%             8.59%           0.0%
   11.59%(f)        10,560           .70%(d)(g)       8.85%(d)       63.9%(d)

    

      
    3.40%          332,346           .70%(g)          3.27%           N/A      
    2.67%          284,739           .67%(g)          2.63%           N/A
    3.71%          247,189           .65%(g)          3.66%           N/A
    6.29%          262,543           .61%(g)          5.95%           N/A
    7.65%          151,007           .93%(g)          7.36%           N/A
    2.63%(f)       124,895          1.04%(d)(g)       7.86%(d)        N/A
    
     
    8.15%          120,149          1.00%(g)          8.21%           N/A
    6.18%           51,320          1.02%             6.06%           N/A
    5.34%           45,015          1.02%             5.33%           N/A
    6.71%           35,437          1.10%             6.76%           N/A
    8.68%           26,731          1.16%             8.47%           N/A

    
    

      
    (6.26)%        249,438           .95%             6.35%         24.8%
    11.80%         236,718           .93%             6.38%         52.6%
     8.49%         161,565           .95%             7.04%         54.3%
    16.78%          94,613           .98%             7.80%         14.9%
     6.17%          71,806          1.07%             8.15%         22.4%
     3.63%(f)       55,702          1.07%(d)          8.18%(d)       5.2%(d)
    
      
    12.37%          56,848          .96%              8.58%          -
     8.60%          59,884          .82%              8.65%          -
     7.00%          65,961          .92%              7.93%         17.6%
    17.37%          43,576          .60%              9.33%        141.2%
     3.64%(f)       10,685          .95%(d)           9.99%(d)       5.0%(d)
</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.

     Year Ended October 31,
<S>                                    <C>       <C>       <C>          <C>        <C>          <C>          <C>           <C>     
       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 (a)    9.97     .98(i)      .38        1.36        (.89)        -            (.89)        10.44

   Princor Tax-Exempt Bond Fund, Inc.

     Year Ended October 31,
       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(b)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
     Period Ended June 30, 1986 (c)      10.95     .22        (.24)      (.02)        (.18)        -            (.18)         10.75

   Princor Tax-Exempt Cash
   Management Fund, Inc.

     Year Ended October 31,
       1994                               1.000    .021(i)        -       .021       (.021)        -           (.021)          1.000
       1993                               1.000    .020(i)        -       .020       (.020)        -           (.020)          1.000
       1992                               1.000    .028(i)        -       .028       (.028)        -           (.028)          1.000
       1991                               1.000    .043(i)        -       .043       (.043)        -           (.043)          1.000
       1990                               1.000    .053(i)        -       .053       (.053)        -           (.053)          1.000
       1989                               1.000    .058(i)        -       .058       (.058)        -           (.058)          1.000
     Period Ended October 31, 1988(d)     1.000    .005(i)        -       .005       (.005)        -           (.005)          1.000

   Princor Utilities Fund, Inc.

     Year Ended October 31, 1994         11.45     .46(i)    (2.19)     (1.73)       (.45)         (.02)        (.47)          9.25
     Period Ended October 31, 1993(e)    10.18     .35(i)     1.27       1.62        (.35)          -           (.35)         11.45
<FN>

Notes to financial highlights

(a) 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.

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

(c) Period from March 20, 1986,  date shares first  offered to public,  through
    June 30, 1986. Net investment  income and net  unrealized  appreciation  of
    investments, for the period from the initial purchase of shares on December
    18, 1985 through March 19, 1986,  amounted to $.14 and $.94,  respectively,
    per share. All dividends from net investment income, from December 18, 1985
    through March 19, 1986, were distributed to the sole stockholder, Principal
    Mutual Life Insurance Company.

(d) 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.

(e) 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.

(f) Computed on an annualized basis.

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

(h) Total Return amounts have not been annualized.

(i) 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.                  1988(a)     $.95         1.33%(f)     $  32,609

Princor Tax-Exempt Cash
   Management Fund, Inc.       1994         .019         .85%          150,515
                               1993         .018         .83%          131,442
                               1992         .026         .82%          134,497
                               1991         .040         .83%          147,279
                               1990         .050         .96%          123,656
                               1989         .053        1.04%          125,604
                               1988(d)      .004         .76%(f)         2,630

Princor Utilities Fund, Inc.   1994         .41         1.50%          284,836
                               1993(e)      .32         1.54%(f)       139,439
 
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

 

                        Ratios/Supplemental Data

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

   

  
<S>          <C>                 <C>              <C>               <C>  
  1.45%      $  19,802           1.46%            7.82%             27.2%
 11.66%         19,154           1.35%            8.57%             23.4%
 14.35%         16,359           1.41%            9.69%             28.2%
 25.63%         13,195           1.50%           12.06%             14.2%
(14.51)%         9,978           1.45%           12.99%             15.8%
 2.68%          12,562           1.43%           11.22%             19.9%
14.15%(h)       10,059            .77%(f)(i)     10.55%(f)          73.2%(f)

    

     
(7.41)%        171,425            .91%            5.49%             20.6%
15.70%         177,480            .89%            5.45%             20.3%
 7.76%         106,661            .99%            5.96%             22.9%
13.09%          62,755           1.01%            6.24%             13.1%
 4.06%          46,846           1.11%            6.31%              2.6%
  .90%(h)       36,877           1.24%(f)         6.18%(f)           5.1%
    
14.64%          31,278           1.07%            6.54%              2.1%
 7.76%          22,812            .95%            7.00%             11.0%
 5.60%          19,773            .70%            6.70%             40.8%
 (.16)%(h)       8,486            .20%(f)         8.60%(f)           0.0%(f)

   
    

      
 2.11%          79,736           .67%(i)          2.08%              N/A
 1.99%          79,223           .66%(i)          1.96%              N/A
 2.86%          69,224           .65%(i)          2.84%              N/A
 4.36%          71,469           .61%(i)          4.27%              N/A 
 5.40%          58,301           .71%(i)          5.26%              N/A 
 5.88%          42,639           .60%(i)          5.78%              N/A
  .47%(h)        6,000           .26%(f)(i)       5.24%(f)           N/A

    

(15.20)%        56,747          1.00%(i)          4.89%             13.8%
 15.92%(h)      50,372          1.00%(f)(i)       4.48%(f)           4.3%(f)
</TABLE>
<PAGE>

 INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS

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

     GROWTH-ORIENTED FUNDS

     The Princor  Growth-Oriented  Funds currently include four Funds which seek
capital   appreciation   through   investments  in  equity  securities  (Capital
Accumulation  Fund,  Emerging Growth Fund, Growth Fund and World Fund), one Fund
which seeks a total investment  return  including both capital  appreciation and
income through investments in equity and debt securities (Balanced Fund) and 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).

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

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

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

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

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

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

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

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

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

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

     Blue  chip   companies   are  defined  as  those   companies   with  market
capitalizations  of at least $200  million.  Blue chip  companies  are generally
identified by their substantial capitalization,  established history of earnings
and  dividends,  easy access to credit,  good  industry  position  and  superior
management structure.  In addition, the large market of publicly held shares for
such  companies and the generally high trading volume in those shares results in
a relatively high degree of liquidity for such investments.  The characteristics
of high  quality and high  liquidity  of blue chip  investments  should make the
market for such stocks attractive to many investors.

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

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

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

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

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

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

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

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

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

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

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

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

     INCOME-ORIENTED FUNDS

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

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

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

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

     During the fiscal year ended October 31, 1994, 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                                           .91%
                      A                                          13.56
                      Baa                                        70.46
                      Ba                                         14.56
                      B                                            .51

     The  above  percentage  for A rated  securities  include  .39%  of  unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     The Fund seeks to minimize the risks of investing in lower-rated securities
through   diversification,   investment   analysis  and   attention  to  current
developments in interest rates and economic conditions. Because the Fund invests
primarily in securities in the lower rating  categories,  the achievement of the
Fund's goals is more  dependent on the Manager's  ability than would be the case
if the Fund were  investing  in  securities  in the  higher  rating  categories.
Although the Fund's Manager  considers  security ratings when making  investment
decisions, it performs its own investment analysis and does not rely principally
on the  ratings  assigned  by the rating  services.  There are risks in applying
credit ratings as a method for evaluating  high yield  securities.  For example,
credit ratings evaluate the safety of principal and interest  payments,  not the
market value risk of high yield securities,  and credit rating agencies may fail
to make  timely  changes in credit  ratings to reflect  subsequent  events.  The
Manager's analysis includes traditional security analysis considerations such as
the issuer's experience and managerial  strength,  changing financial condition,
borrowing  requirements or debt maturity  schedules,  and its  responsiveness to
changes in business  conditions and interest rates.  It also considers  relative
values based on  anticipated  cash flow,  interest or dividend  coverage,  asset
coverage  and earnings  prospects.  In addition,  the Manager  analyzes  general
business  conditions and other factors such as  anticipated  changes in economic
activity and interest rates, the  availability of new investment  opportunities,
and the  economic  outlook for  specific  industries.  The Manager  continuously
monitors  the issuers of portfolio  securities  to determine if the issuers will
have  sufficient  cash flow and profits to meet required  principal and interest
payments and to assure the securities' liquidity so the Fund can meet redemption
requests.  During the fiscal year ended October 31, 1994,  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                                         2.23%
                       Ba                                         40.24
                        B                                         57.53

     The above  percentages  for B rated  securities  include  3.03% of  unrated
securities  which  have  been  determined  by the  Manager  to be of  comparable
quality.

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

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

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

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

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

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

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

     During the fiscal year ended October 31, 1994, 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                                          .41%
                     AA                                         14.29
                      A                                         22.19
                     Baa                                        55.40
                     Ba                                          7.71

     The  above  percentages  for A and Baa  rated  securities  include  unrated
securities  in the  amount of 2.29% and  4.35%,  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.

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

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

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

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

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

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

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

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

     MONEY MARKET FUNDS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERTAIN INVESTMENT POLICIES AND RESTRICTIONS

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

Repurchase Agreements/Lending Portfolio Securities

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

Forward Commitments

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

Warrants

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

Borrowing

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

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

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

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

Options

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

General

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

RISK FACTORS

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

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

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

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

HOW THE FUNDS ARE MANAGED

     Under  Maryland  law,  the  business  and  affairs of each of the Funds are
managed under the direction of its Board of Directors.  Investment  services and
certain  other  services  are  furnished  to the  Funds  under  the  terms  of a
Management  Agreement between each of the Funds and the Manager. The Manager for
the Funds is Princor  Management  Corporation  (the  "Manager"),  an  indirectly
wholly-owned  subsidiary of Principal  Mutual Life Insurance  Company,  a mutual
life  insurance  company  organized in 1879 under the laws of the State of Iowa.
The address of the Manager is The Principal  Financial Group,  Des Moines,  Iowa
50392.  The Manager was  organized on January 10, 1969,  and since that time has
managed  various  mutual  funds  sponsored by  Principal  Mutual Life  Insurance
Company. As of October 31, 1994, the Manager served as investment advisor for 25
such funds with assets totaling approximately $2 billion.

     The Manager has executed an agreement with Invista Capital Management, Inc.
("Invista")  under  which  Invista has agreed to assume the  obligations  of the
Manager to provide investment  advisory services for each of the Growth-Oriented
Funds,  the Government  Securities  Income Fund and Utilities  Fund. The Manager
will reimburse  Invista for the cost of providing  these services.  Invista,  an
indirectly  wholly-owned  subsidiary of Principal Mutual Life Insurance  Company
and an affiliate of the Manager, was founded in 1985 and manages investments for
institutional   investors,   including   Principal  Mutual  Life.  Assets  under
management  at October  31, 1994 were  approximately  $10.2  billion.  Invista's
address is 1500 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.

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

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

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

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

Bond                         December, 1987         Donald D. Brattebo (BBA degree, Upper Iowa University). Second Vice
(Fund's inception)                                  President, Principal Mutual Life Insurance Company since 1990; Prior
                                                    thereto, Director, Investment Securities.

Capital Accumulation         October, 1969          David L. White, CFA (BBA degree, University of Iowa). Executive Vice
(Fund's inception)                                  President, Invista Capital Management, Inc. since 1984.

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

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

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

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

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

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

<FN>
     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.
</FN>
</TABLE>

     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,  1994 were equal to the  following
percentages of each Fund's respective average net assets:
<TABLE>
<CAPTION>

                                                  Total                                                        Total
                                              Class A share                                                Class A share
                                 Manager's     Annualized                                   Manager's        Annualized
            Fund                   Fee           Expenses             Fund                     Fee            Expenses
<S>                               <C>              <C>           <C>                          <C>               <C>  
     Balanced                     .60%             1.51%         Growth                       .50%              1.30%
     Blue Chip                    .50%             1.46%         High Yield                   .60%              1.46%
     Bond                         .36%              .95%         Tax-Exempt Bond              .48%               .91%
     Capital Accumulation         .46%              .83%         Tax-Exempt Cash Management   .31%               .67%
     Cash Management              .25%              .70%         Utilities                    .10%              1.00%
     Emerging Growth              .65%             1.74%         World                        .75%              1.74%
     Government Securities Income .46%              .95%
</TABLE>

     The  Manager  voluntarily  waived a portion  of its fee for the Bond,  Cash
Management, Tax-Exempt Cash Management and Utilities Funds throughout the fiscal
year ended  October 31,  1994.  The Manager  intends to continue  its  voluntary
waiver and, if necessary,  pay expenses  normally payable by each of these Funds
through  February  28,  1995 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,  .70% for the Money  Market Funds and 1.00% for
the Utilities Fund, and for the Class B shares,  1.70% for the Bond Fund and the
Money Market Funds and 1.75% for the Utilities  Fund.  In addition,  the Manager
intends to continue  its  voluntary  waiver,  and, if  necessary,  pay  expenses
normally  payable by each of these Funds for the period  beginning March 1, 1995
and ending  February  29, 1996 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 Money  Market Funds and 1.10% for
the Utilities Fund, and for Class B shares,  1.70% for the Bond Fund,  1.75% for
the Money Market  Funds,  and 1.85% 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  compensation  being paid by the World Fund for  investment  management
services,  which  currently is equal, on an annual basis, to .75% of the average
daily value of the Fund's net assets,  is higher than that paid by most funds to
their  advisors,  but it is not  higher  than the fees paid by many  funds  with
similar investment objectives and policies.

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"),  a  broker-dealer  affiliated  with  Princor and 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, 1992, 1993 and 1994, PFS received fees in the
amount of $442,151, $516,939 and $539,662, respectively, in consideration of the
services it rendered to the Cash Management Fund. During the fiscal years ending
October 31, 1992,  1993 and 1994,  PFS received  fees in the amount of $152,687,
$165,995  and  $167,309,  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 15 days or more.
Investors  considering  redeeming or exchanging shares or transferring shares to
another  person  shortly  after  purchase  should  pay for those  shares  with a
certified  check,  bank  cashier's  check or money  order to avoid  any delay in
redemption, exchange or transfer.

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

     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 five  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.  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
Growth-Oriented  Funds with a minimum initial  investment of $300 or with any of
the  Income-Oriented  or Money Market Funds with a minimum initial investment of
$1,000.  IRAs may be established with a minimum initial  investment of $250. See
"Retirement Plans." Additional  investments of $50 or more for a Growth-Oriented
or  Income-Oriented  Fund or $100 or more for a Money Market Fund 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  or to Money  Market  Fund  accounts  used as sweep
accounts.  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.

     Systematic   Accumulation  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 which bear sales charges
in different forms and amounts:

     Class A Shares.  An investor who purchases  Class A shares  (except Class A
shares of the Money  Market  Funds) pays a sales charge at the time of purchase.
As a  result,  Class A shares  are not  subject  to any  charges  when  they are
redeemed. Certain purchases of Class A shares qualify for reduced sales charges.
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% 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% 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% of the Fund's  average  net assets  attributable  to
Class B shares.  See  "Distribution  and Shareholder  Servicing Plans and Fees."
Class B shares  provide an investor the benefit of putting all of the investor's
dollars to work from the time the investment is made,  but (until  conversion to
Class A shares) will have a higher  expense ratio and pay lower  dividends  than
Class A shares due to the higher  12b-1 fee.  Class B shares will  automatically
convert to Class A shares,  based on relative  net asset value  (without a sales
charge),  on the first  business day of the 85th month after the purchase  date.
Class B shares  acquired by exchange from Class B shares of another Princor fund
will convert into Class A shares based on the time of the initial  purchase.  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% 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  on the
following page. 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 as % of:
                                                                                  Net
                                                      Offering                  Amount              Dealer Allowance as %
            Amount  of  Purchase                        Price                  Invested               of Offering Price
<S>                                                    <C>                      <C>                         <C>  
     Less than $50,000                                 4.75%                    4.99%                       4.00%
     $50,000 but less than $100,000                    4.25%                    4.44%                       3.75%
     $100,000 but less than $250,000                   3.75%                    3.90%                       3.25%
     $250,000 but less than $500,000                   2.50%                    2.56%                       2.00%
     $500,000 but less than $1,000,000                 1.50%                    1.52%                       1.25%
     $1,000,000 or more                             No Sales Charge               0                        Negotiated
</TABLE>

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

   
     During the  period  ending  August  31,  1995,  a reduced  sales  charge as
designated  in the table below is available  for  purchases of Class A shares of
any of the Funds to the extent that the investment  represents the proceeds from
a total surrender of the Pension Builder Annuity Contract, an unregistered fixed
annuity contract issued by Principal Mutual Life Insurance Company.
    
<TABLE>
<CAPTION>


   
                                                             Sales Charge as % of:
                                                                                  Net
                                                      Offering                  Amount              Dealer Allowance as %
            Amount  of  Purchase                        Price                  Invested               of Offering Price
<S>                                                    <C>                      <C>                         <C>  
     Less than $500,000                                2.50%                    2.56%                       2.10%
     $500,000 but less than $1,000,000                 1.50%                    1.52%                       1.25%
     $1,000,000 or more                           No Sales Charge                 0                      Negotiated
    
</TABLE>



   
Also during the period  ending June 30, 1995,  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 if those  shares were  purchased  through  Hamilton
Investments  from  offices of  Household  Bank  Services  Group.  When  making a
purchase  at net asset value  pursuant  to this  provision,  the  investor  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  shareholders  account to pay the otherwise  applicable  sale
charge.
    

     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);  (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  of Princor or other
dealers  through  which  shares  of the  Funds  are  distributed;  (6)  Spouses,
surviving  spouses and  dependent  children of the  foregoing  persons;  and (7)
Trusts primarily for the benefit of the foregoing individuals.

     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 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 was subject to 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 Financial Services  Corporation,  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.

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

     Class B  shares.  Class B shares  (including  Class B shares  of the  Money
Market Funds) are sold without an initial sales charge,  although a CDSC will be
imposed if you redeem shares within six years of purchase.  The following  types
of shares may be redeemed  without  charge at any time:  (i) shares  acquired by
reinvestment of distributions and (ii) shares otherwise exempt from the CDSC, as
described below. Subject to the foregoing  exclusions,  the amount of the charge
is determined  as a percentage of the lesser of the current  market value or the
cost of the shares being  redeemed.  Therefore,  when a share is  redeemed,  any
increase  in its value above the  initial  purchase  price is not subject to any
CDSC.  The  amount of the CDSC  will  depend  on the  number of years  since you
invested and the dollar amount being redeemed, according to the following table:

Contingent Deferred Sales Charge
     Years Since Purchase                                 as a Percentage of
        Payments Made                            Dollar Amount Subject to Charge
     2 years or less                                          4.0%
     more than 2 years, up to  4 years                        3.0%
     more than 4 years, up to  5 years                        2.0%
     more than 5 years, up to 6 years                         1.0%
     more than 6 years                                        None

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

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

     Non-cash  compensation.  Princor  may, at its expense,  provide  additional
promotional  incentives  or payments to dealers  that sell shares of the Princor
Funds.  In some instances,  these  incentives or payments may be offered only to
certain dealers who have sold or may sell significant amount of shares.  Princor
has established a non-cash  compensation program for registered  representatives
of Principal  Financial  Securities,  Inc. ("PFS") based upon sales of shares of
the  Princor  Funds  during  the  year  ending  December  31,  1994.  Registered
representatives  of PFS will receive a choice of promotional  items,  or will be
invited to attend a professional development seminar, receive a subscription for
a financial newspaper and an allowance to be used to promote the Princor Funds.

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS AND FEES

     Class A  Distribution  Plan.  Each of the Funds,  except  the Money  Market
Funds,  has adopted a  distribution  plan for the Class A shares.  The Fund will
make payments from its assets to Princor  pursuant to this Plan after the end of
each month at an annual rate not to exceed 0.25% 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% to Registered
Representatives and other selected Dealers (including, for this purpose, certain
financial  institutions)  as a trail fee in  recognition  of their  services and
assistance.

     Class B  Distribution  Plan.  Each of the Funds has adopted a  distribution
plan for the Class B shares. Each Class B Plan provides for payments by the Fund
to Princor at the annual  rate of up to 1.00% 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% of the amount  invested  to dealers who
sell such shares. These commissions are not paid on exchanges from other Princor
Funds.  In  addition,  Princor  may  remit on a  continuous  basis up to .25% 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  regular  trading  on the New York  Stock
Exchange each day the Exchange is open.

Growth-Oriented and Income-Oriented Funds

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

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

Money Market Funds

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

DISTRIBUTION OF INCOME DIVIDENDS AND REALIZED CAPITAL GAINS

Growth-Oriented and Income-Oriented Funds

     Any dividends payable on Class B shares of a Fund on a per share basis will
be lower then  dividends  payable on Class A shares of the Fund.  Any  dividends
from the net income of the Growth-Oriented Funds, except the Balanced, Blue Chip
and World Funds,  normally will be distributed  to the  respective  shareholders
semiannually.  Any  dividends  from the net income of the Balanced and Blue Chip
Funds will be  distributed  on a quarterly  basis and any dividends from the net
income of the World Fund will be  distributed  annually.  Any dividends from the
net  income of the  Income-Oriented  Funds,  except  the  Utilities  Fund,  will
normally  be  distributed  monthly.  Any  dividends  from the net  income of the
Utilities Fund will be distributed quarterly.  Distributions from the Funds that
make  monthly  distributions  will  normally  be  declared  payable on the first
business day of each month to shareholders of record at the close of business on
the last business day of the preceding month.  Distributions  for the Funds that
make  quarterly  distributions  will  normally be  declared  payable on the last
business day of December and the first  business day of April,  July and October
to  shareholders  of record at the close of business on the  preceding  business
day.  Distributions  from the Funds  that  make  semiannual  distributions  will
normally be declared  payable on the last  business  day in June and the next to
last business day in December to shareholders of record at the close of business
on the date prior to distribution. Annual distributions from the World Fund will
normally be  declared  payable on the next to last  business  day in December to
shareholders  of  record  at  the  close  of  business  on  the  date  prior  to
distribution.  Net realized capital gains for each of the Funds, if any, will be
distributed  annually,  generally  the first  business day of  December.  In the
open-account  application,  the  shareholder  authorizes  income  dividends  and
capital gains  distributions  to be invested in additional  Fund shares at their
net asset  value  (without  a sales  charge)  as of the  payment  date,  but the
shareholder  at any  time on ten days  written  notice  to the Fund and  without
charge may have future dividends (or dividends and capital gains  distributions)
paid in cash.  However,  dividends  and  capital  gain  distributions  otherwise
payable to a shareholder of any of the Growth-Oriented or Income-Oriented  Funds
in an amount of less than $25 will be  automatically  reinvested  in  additional
shares of that Fund.

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

Money Market Funds

     The Money Market Funds declare  dividends of all their daily net investment
income on each day the net asset value per share is  determined.  Dividends  for
each  Fund  are  payable  daily  and are  automatically  reinvested  in full and
fractional shares of the Fund at the then current net asset value.  Shareholders
who so  request  may 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 last  Thursday  before
the last  Friday  (or the  preceding  business  day if  Thursday  or Friday is a
holiday) of the month and the proceeds will be paid to them in cash.

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

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

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

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

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

Dividend Relay Election

     Shareholders may elect to have dividend payments of $25 or more from one of
the  Princor  funds  invested  in shares  of the same  class of one of the other
Princor funds.  The Dividend Relay Election may be made to direct dividends from
one Fund to a receiving Fund so long as $25 or more is directed to the receiving
Fund. 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  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  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 is made to direct dividends 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  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  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 Tax-Exempt Bond Fund and Tax-Exempt Cash Management Fund also intend to
qualify   to  pay   exempt-interest   dividends   to  their   shareholders.   An
exempt-interest  dividend  is that part of  dividend  distributions  made by the
Funds which consists of interest  received by the Funds on tax-exempt  Municipal
Obligations.  Shareholders  incur no  federal  income  taxes on  exempt-interest
dividends.  However, these exempt-interest  dividends may be taxable under state
or  local  law.   Fund   shareholders   that  are   corporations   must  include
exempt-interest  dividends when  calculating the corporate  alternative  minimum
tax. Persons  investing on behalf of a Subchapter S corporation  should seek the
advice of a tax advisor prior to purchasing  shares of the Tax-Exempt  Bond Fund
or Tax-Exempt Cash Management Fund.  Exempt-interest  dividends that derive from
certain  private  activity bonds must be included by individuals as a preference
item to determine whether they are subject to the alternative minimum tax. These
Funds may also pay ordinary income  dividends and distribute  capital gains from
time to time.  Ordinary income dividends and  distributions of capital gains, if
any, are taxable for federal purposes.

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

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

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

     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.
If at the time the account is established  the investor does not have a taxpayer
identification  number  but  certifies  that  one has  been  applied  for,  such
withholding  will be delayed  but will  commence  60 days after the date of such
certification  if within such time the investor has not provided  such number to
the Fund.

     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),  or
Class B shares  for all of the Funds  may be  exchanged  at net asset  value for
shares of the same class of any other Princor Fund described in the  Prospectus,
at any time.  The CDSC that might apply if Class B 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.  Thus, when shares acquired through
the exchange are redeemed,  the redemption may be subject to the CDSC, depending
upon when the exchanged shares were originally purchased.

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

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

     A shareholder may also make an Automatic Exchange  Election.  This election
authorizes an exchange as described above from one Princor Fund to any or all of
the other Princor Funds on a monthly, quarterly, semiannual or annual basis. The
minimum  amount that may be exchanged into any Princor Fund must equal or exceed
$300 on an  annual  basis.  The  exchange  will  occur on the date of the  month
specified by the shareholder in the election and may be from the lst through the
28th day of the month so long as the day is a trading day. If the day elected by
the  shareholder  is not a trading  day,  the  exchange  will occur on the first
trading day following the date elected.  The Automatic  Exchange Election may be
made on the open account application, on 10 days written notice or, if telephone
transaction services apply to the account from which the exchange is made, on 10
days notice by telephone to the Fund from which the exchange  will be made.  See
"How to Sell  Shares"  for an  explanation  of the  applicability  of  telephone
transaction  services.  Exchanges  from a Fund  used to fund  the  shareholder's
retirement plan to a Princor Fund not used to fund the shareholder's  retirement
plan  will  result  in  a  taxable   distribution   from  the  retirement  plan.
Shareholders  should consult their tax adviser prior to making such an exchange.
A shareholder  may modify or discontinue  the election on 10 days written notice
or notice by telephone to the Fund from which exchanges are made.

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

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

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

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

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

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

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

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

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

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

     Cash  withdrawals  are made out of the  proceeds of  redemption  on the day
designated by the  shareholder,  so long as the day is a trading day that is the
1st  through  the 28th day of the  month,  and will  continue  until  cancelled.
Withdrawal  payments will be sent on or before the fifth  business day following
such redemption.  The redemption of shares to make payments under this Plan will
reduce and may eventually exhaust the account. An investor will be disadvantaged
by making  additional  purchases  of shares of any  investment  company on which
there is a sales charge at the same time that a Periodic  Withdrawal  Plan is in
effect since a duplication  of sales charges will result.  No purchase  payments
for shares of any Fund except Princor Cash Management Fund or Princor Tax-Exempt
Cash Management Fund will be knowingly  accepted by Princor  Financial  Services
Corporation  while periodic  withdrawals  under this plan are being made, unless
the purchase represents a substantial addition to the shareholder's account.

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

PERFORMANCE CALCULATION

     From  time  to  time,  the  Funds  may  publish  advertisements  containing
information   (including  graphs,   charts,   tables  and  examples)  about  the
performance  of one or more of the  Funds.  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. 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.

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  Growth-Oriented  and  Income-Oriented  Funds will receive a
statement  of account  for the Fund in which they have  invested  each time they
invest.  The statement will record the current  investment in that Fund and show
the total number of Fund shares  owned.  Shareholders  of the Money Market Funds
will receive a monthly statement  disclosing the current balance of shares owned
and a summary of transactions through the last day of the month. Shareholders of
Funds used to fund  certain  individual  retirement  plans  qualified  under the
Internal Revenue Code will receive a quarterly  statement of account  disclosing
information  regarding  purchases,   redemptions  and  reinvested  dividends  or
distributions  occurring  during  the  quarter,  as well as the number 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.

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

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

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

     3.  To change the ownership of the account;

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

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

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

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

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

RETIREMENT PLANS

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

SHAREHOLDER RIGHTS

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

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

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

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

     As of October 31, 1994,  Principal  Mutual Life  Insurance  Company and its
subsidiaries and affiliates owned 25% or more of the outstanding  shares of each
Fund as indicated:

                                                         Percentage of
                                Number of             Outstanding Shares
     Fund                     Shares Owned                  Owned
Blue Chip Fund                   797,017                    36.43%
Capital Accumulation Fund      6,071,226                    44.23
High Yield Fund                1,004,202                    39.73

ADDITIONAL INFORMATION

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

     Custodian: Bank of America National Trust and Savings Association, 2 Rector
Street,  New York, New York 10006, is custodian of the portfolio  securities and
cash assets of each of the Funds except the World Fund.  The  custodian  for the
World Fund is Chase Manhattan Bank, Global Securities Services, Chase Metro Tech
Center,  Brooklyn,  New York 11245.  The  custodians  perform no  managerial  or
policymaking functions for the Funds.

     Capitalization:  The  authorized  capital  stock of each Fund  consists  of
100,000,000 shares of common stock (500,000,000 for Princor Cash Management Fund
and Princor Tax-Exempt Cash Management Fund), $.01 par value.

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

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

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

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





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