PRINCOR TAX EXEMPT CASH MANAGEMENT FUND INC
NSAR-B, 1995-12-22
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<PAGE>      PAGE  1
000 B000000 10/31/95
000 C000000 832513
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 U
001 A000000 PRINCOR TAX-EXEMPT CASH MANAGEMENT FUND, INC.
001 B000000 811-5548
001 C000000 5152475476
002 A000000 THE PRINCIPAL FINANCIAL GROUP
002 B000000 DES MOINES
002 C000000 IA
002 D010000 50392
002 D020000 0200
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022 A000001 MERRILL LYNCH MONEY MARKET SECURITIES
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022 D000001     60800
022 A000002 GOLDMAN SACHS MONEY MARKET
022 B000002 13-3160926
022 C000002     60066
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022 A000003 PROVIDENT
022 B000003 13-2518466
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022 A000004 SMITH BARNEY SHEARSON
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<PAGE>      PAGE  2
022 A000005 LEHMAN BROTHERS
022 B000005 13-2501865
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022 A000006 SMITH, BARNEY, HARRIS, UPHAM & CO.
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022 A000007 PIPER, JAFFRAY, HOPWOOD
022 B000007 41-0953246
022 C000007      5037
022 D000007         0
022 A000008 PAINE WEBBER, INC.
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022 A000009 NORWEST INVESTMENT SECURITIES INC.
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SIGNATURE   ARTHUR S. FILEAN                             
TITLE       V. PRES. & SECRETARY
 

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                        101122584
<INVESTMENTS-AT-VALUE>                       101122584
<RECEIVABLES>                                  1278034
<ASSETS-OTHER>                                    3024
<OTHER-ITEMS-ASSETS>                            102830
<TOTAL-ASSETS>                               102506472
<PAYABLE-FOR-SECURITIES>                       1000000
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      1592788
<TOTAL-LIABILITIES>                            2592788
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      99913684
<SHARES-COMMON-STOCK>                         99887179
<SHARES-COMMON-PRIOR>                         79735633
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                  99913684
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              3745010
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (670020)
<NET-INVESTMENT-INCOME>                        3074990
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                          3074990
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (3074485)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      391567743
<NUMBER-OF-SHARES-REDEEMED>                (374409156)
<SHARES-REINVESTED>                            2992959
<NET-CHANGE-IN-ASSETS>                        20178051
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           471994
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 808693
<AVERAGE-NET-ASSETS>                          96473906
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .032
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                            (.032)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               3.24
<EXPENSE-RATIO>                                    .69
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0<F1>
<FN>
<F1>Without the Manager's volunteer waiver of a portion of certain expenses for
this period, this fund would have had per share net investment income of $.031
and a ratio of expenses to average net assets of .84%. The amount waived was
$138,574.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                        101122584
<INVESTMENTS-AT-VALUE>                       101122584
<RECEIVABLES>                                  1278034
<ASSETS-OTHER>                                    3024
<OTHER-ITEMS-ASSETS>                            102830
<TOTAL-ASSETS>                               102506472
<PAYABLE-FOR-SECURITIES>                       1000000
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      1592788
<TOTAL-LIABILITIES>                            2592788
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                      99913684
<SHARES-COMMON-STOCK>                         99887179
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                  99913684
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              3745010
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (670020)
<NET-INVESTMENT-INCOME>                        3074990
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                          3074990
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (505)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          26000
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                505
<NET-CHANGE-IN-ASSETS>                        20178051
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           471994
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 808693
<AVERAGE-NET-ASSETS>                          96473906
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .021
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                            (.021)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   1.42
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0<F1>
<FN>
<F1>Without the Manager's volunteer waiver of a portion of certain expenses for
this period, this fund would have had per share net investment income of $.018
and a ratio of expenses to average net assets of 1.89%. The amount waived was
$99.
</FN>
        


</TABLE>





          Report of Independent Auditors on Internal Control Structure



Board of Directors and Shareholders
Princor Tax-Exempt Cash Management Fund, Inc.

In planning and  performing  our audit of the  financial  statements  of Princor
Tax-Exempt  Cash  Management  Fund, Inc. for the year ended October 31, 1995, we
considered its internal control structure, including procedures for safeguarding
securities,  in order to determine  our auditing  procedures  for the purpose of
expressing  our  opinion  on the  financial  statements  and to comply  with the
requirements  of Form N-SAR,  not to provide  assurance on the internal  control
structure.

The management of Princor  Tax-Exempt Cash Management  Fund, Inc. is responsible
for establishing and maintaining an internal  control  structure.  In fulfilling
this  responsibility,  estimates  and  judgments by  management  are required to
assess the expected  benefits and related  costs of internal  control  structure
policies and procedures.  Two of the objectives of an internal control structure
are to provide  management  with  reasonable,  but not absolute,  assurance that
assets are  safeguarded  against loss from  unauthorized  use or disposition and
that transactions are executed in accordance with management's authorization and
recorded  properly to permit  preparation of financial  statements in conformity
with generally accepted accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities may occur and not be detected. Also, projection of any evaluation
of the  structure  to future  periods  is subject to the risk that it may become
inadequate  because of changes in  conditions or that the  effectiveness  of the
design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material  weaknesses  as defined above as of
October 31, 1995.

This report is intended solely for the information and use of management and the
Securities and Exchange Commission.



Des Moines, Iowa
November 22, 1995





                      Independent Service Auditors' Report

The Board of Directors
Princor Management Corporation


We have  examined  the  accompanying  description  of  policies  and  procedures
applicable to the multiple  distribution  system for  calculating  the net asset
value,  dividends and  distributions  of, and for allocating income and expenses
to,  various  classes of shares of each of the Princor  Mutual  Funds  listed in
Exhibit 1 attached hereto (the "Funds").  Our examination included procedures to
obtain  reasonable  assurance  about  whether (1) the  accompanying  description
presents fairly,  in all material  respects,  the aspects of Princor  Management
Corporation's  policies  and  procedures  that  may be  relevant  to the  Funds'
internal control  structure,  (2) the control structure  policies and procedures
included  in the  description  were  suitably  designed  to achieve  the control
objectives  specified in the description,  if those policies and procedures were
complied  with  satisfactorily,  and (3) such policies and  procedures  had been
placed in operation as of October 31, 1995. Princor Management  Corporation uses
a  computer  processing  service  organization  for a  portion  of its  computer
processing.  The  accompanying  description  includes  only those  policies  and
procedures and related control objectives of Princor Management Corporation, and
does not include the policies and procedures and related  control  objectives of
the computer  processing  organization.  Our  examination  did not extend to the
computer processing service organization's policies and procedures.  The control
objectives were specified by Princor Management Corporation. Our examination was
performed in accordance with standards  established by the American Institute of
Certified  Public  Accountants  and  included  those  procedures  we  considered
necessary in the  circumstances  to obtain a reasonable  basis for rendering our
opinion.

In our opinion, the accompanying  description of the aforementioned  portions of
the internal control structure  presents fairly, in all material  respects,  the
relevant  aspects of Princor  Management  Corporation's  policies and procedures
that had been placed in operation as of October 31, 1995.  Also, in our opinion,
the policies and  procedures,  as  described,  are suitably  designed to provide
reasonable  assurance that the specified control objectives would be achieved if
the  described  control  structure  policies and  procedures  were complied with
satisfactorily.

In addition to the  procedures we considered  necessary to render our opinion as
expressed in the previous  paragraph,  we applied tests to specific policies and
procedures,  listed in Section III. The nature,  timing,  extent, and results of
the tests are listed in Section IV. This  information  has been  provided to the
Funds  and  to  their  auditors  to be  taken  into  consideration,  along  with
information  about the  internal  control  structure  at the Funds,  when making
assessments of control risk for the Funds. In our opinion, the control structure
policies  and  procedures  that  were  tested  were  operating  with  sufficient
effectiveness  to  provide  reasonable,  but not  absolute,  assurance  that the
control objectives  specified in Section II were achieved during the period from
December 9, 1994 (date dual class shares first offered to the public) to October
31, 1995.

The relative  effectiveness and significance of specific policies and procedures
at Princor  Management  Corporation  and their effect on  assessments of control
risk at the  Funds  are  dependent  on  their  interaction  with  the  policies,
procedures,  and  other  factors  present  at the  Funds  and  at  the  computer
processing service organization. We have performed no procedures to evaluate the
effectiveness of the policies and procedures placed in operation at the computer
processing service organization.

The description of the policies and procedures at Princor Management Corporation
is as of October 31, 1995, and the information  about the tests of the operating
effectiveness of the specified control structure  policies and procedures covers
the period from  December 9, 1994 to October 31, 1995.  Any  projection  of such
information to the future is subject to the risk that,  because of changes,  the
description  may no longer  portray  the  system  in  existence.  The  potential
effectiveness  of  specified  policies  and  procedures  at  Princor  Management
Corporation  is subject to  inherent  limitations,  and  accordingly,  errors or
irregularities may occur and not be detected. Furthermore, the projection of any
conclusions,  based on our  findings,  to future  periods is subject to the risk
that changes may alter the validity of such conclusions.

This  report  is  intended  for  use by the  management  of  Princor  Management
Corporation, the Funds, and the Securities and Exchange Commission.



Des Moines, Iowa
November 22, 1995

<PAGE>

Section I

Description of the System

Princor Financial Services Corporation ("the  Distributor"),  Princor Management
Corporation  ("Adviser") and each of the funds listed on Exhibit 1 (the "Fund or
Funds")  have  implemented  plans  which  allow  each of the  Funds to issue two
separate classes of shares under a Dual Distribution System (the "System").

The System enables each Fund to offer investors the option of purchasing  shares
subject to: (i) a conventional front-end sales charge ("Class A shares") or (ii)
a contingent deferred sales charge ("Class B shares").  The Fund will pay to the
distributor a  distribution  fee pursuant to the Fund's Rule 12b-1  distribution
plan at an annual rate of up to .25% of the average daily net asset value of the
Class A shares,  and up to 1.00% of the  average  daily  net asset  value of the
Class B shares.  The two classes each represent  interests in the same portfolio
of investments of a Fund. For accounting purposes, the two classes of a Fund are
identical  except  that the net asset  value and  expenses  of each  class  will
reflect the  Distribution  Plan  expenses  (if any) and any Class  Expenses,  as
defined below,  attributable to the class.  "Class Expenses" are limited to: (i)
transfer  agency  fees,  as  identified  by the Funds'  transfer  agent as being
attributable to a specific class;  (ii) blue sky registration fees incurred with
respect to a class of shares;  (iii) Commission  registration fees incurred with
respect to a class of shares; (iv) the expenses of administrative  personnel and
services  as  required to provide  services  to the  shareholders  of a specific
class;  (v)  litigation  or other legal  expenses  or audit or other  accounting
expenses  relating solely to one class of shares;  (vi) Directors' fees incurred
as a result of issues  relating to one class of shares;  and (vii)  printing and
postage  expenses  related  to  preparing  and  distributing  materials  such as
shareholder reports, prospectuses and proxies to current shareholders of a given
class.

Any additional  incremental expenses not specifically  identified above that are
subsequently  identified and determined to be properly allocated to one class of
shares will not be so  allocated  unless and until  approved  by the  Commission
pursuant to an amended order.  Certain expenses may be allocated  differently if
their method of  imposition  changes;  thus, if a Class Expense of a Fund can no
longer be attributed to a class it will be allocated to the Fund as a whole.

The net asset value of all  outstanding  shares of the two classes is determined
by dividing the ending total net assets  applicable  to a specific  class by the
number of shares outstanding  relating to that class.  Expenses are attributable
to each  class of shares  depending  on the  nature of the  expenditure  and are
accrued  on a daily  basis.  These  fall  into two  categories:  (1) fund  level
expenses that are  attributable  to each class that are  allocated  based on net
assets at the beginning of the day (i.e.,  legal,  audit,  etc.) and (2) certain
class level  expenses  that may have a different  cost for one class  versus the
other (i.e., 12b-1 fees).  Because of the additional expenses that will be borne
by the Class B shares, the net income  attributable to and the dividends payable
on Class B shares  will be lower  than the net  income  attributable  to and the
dividends payable on Class A shares.

<PAGE>

Section II

Specified Control Objectives

Following are the control objectives of the Fund's system of internal accounting
control  relating to the allocation of income and expenses to the two classes of
shares within the Fund:

     Income,  expenses and realized and unrealized gains and losses are properly
     allocated between the two classes of shares within the Fund.

     Distribution expenses are properly calculated.

     Dividends and distributions are recorded  correctly as to account,  amount,
     period and class of shares of the Fund.

     Net  asset  value  per share  ("NAV")  of each  class of shares of the Fund
     includes  the  appropriate  amount of income and expense,  including  those
     expenses allocated between each class of shares.

Section III

Policies and Procedures to Achieve Specified Control Objectives

The following  procedures  are designed to account for the two classes of shares
in each Fund:

   1.  On a daily  basis,  the mutual  fund  accounting  system  calculates  the
       distribution fees to be charged to each class by applying the appropriate
       class  annual  fee rate of up to .25% for Class A shares  and up to 1.00%
       for Class B shares,  to the prior  day's  average  net asset value of the
       class of shares. These calculations are reviewed by the fund accountant.

   2.  The mutual fund  accounting  system then allocates the total daily income
       and expenses among the Class A and Class B shares for daily  distribution
       Funds, based on their respective  outstanding  (i.e.,  "settled") shares.
       Daily  income and  expenses  are  allocated  for all other Funds based on
       their  respective  adjusted  net assets at the end of the prior day.  The
       number of shares  outstanding in each class is provided to the accountant
       by the Fund's  transfer  agent,  who maintains  each class of shares in a
       separate account.  The daily income and expense  allocations are reviewed
       by the fund accountant.

   3.  For daily  distribution  funds, upon completion of the income and expense
       allocations,  the fund accountant determines the required distribution by
       class of shares by dividing daily net investment income allocated to each
       class by the  number of shares  eligible  to  receive  dividends  for the
       respective shares.

       For funds in which net investment income is distributed other than daily,
       the mutual fund accounting  system  accumulates net investment  income by
       class.

   4.  The NAV by class is  determined  by dividing  the ending total net assets
       applicable  to a  specific  class by the  number  of  shares  outstanding
       relating to that class.
<PAGE>
   5.  On a daily basis,  the fund  supervisor  reviews the  distribution  fees,
       income and expense allocations, the net asset value per share for Class A
       and  Class  B  shares  and  the  dividends  per  share  calculations,  if
       applicable. The reviewer initials the worksheets to evidence this review.

   6.  Before the NAVs,  daily dividend rates and yields are released,  the fund
       supervisor  reviews the  reasonableness of the NAVs, daily dividend rates
       and yields.  Special  attention  is paid to the  differences  between the
       NAVs, daily dividend rates and yields of the two classes of shares.

   7.  Once the fund  supervisor  is satisfied  that all of the above steps have
       been completed and that the NAVs,  daily dividend rates and yields appear
       reasonable,  the NAVs, daily dividend rates and yields are made available
       to the transfer agent for processing purposes.

   8.  If the fund supervisor notes any unusual fluctuations between NAVs, daily
       dividend  rates and  yields  of the two  classes  in the Fund,  they will
       research the matter and document the findings.  The fund manager  reviews
       and initials this  documentation  evidencing  final approval of the NAVs,
       daily dividend rates and yields.

   9.  On a  monthly  basis,  the  fund  manager  reviews  a  monthly  checklist
       including the  calculations of all income and expense items. In doing so,
       they  review a separate  record of the  average  daily net assets of each
       class of shares in the Fund. All fees  calculated by the fund  accountant
       are then  reconciled to the general  ledger of the Fund. The fund manager
       reviews and initials this reconciliation evidencing their approval.

Section IV

Tests of Effectiveness of Control Structure Policies and Procedures

Our tests of the effectiveness of control structure policies and procedures were
designed to determine whether:

   1.  The  description  of  Princor  Management   Corporation's   policies  and
       procedures  included in Section I of this report presents fairly,  in all
       material  respects,  those  aspects of Princor  Management  Corporation's
       control structure that may be relevant to a user organization's  internal
       control structure.

   2.  The control structure policies and procedures described in Section III of
       this report  were  suitably  designed  to achieve the control  objectives
       defined in Section II of this report,  if those  policies and  procedures
       were complied with satisfactorily.

   3.  The control structure policies and procedures described in Section III of
       this report had been placed in operation as of the date specified.

   4.  The  control  structure  policies  and  procedures  were  operating  with
       sufficient  effectiveness  to  provide  reasonable,   but  not  absolute,
       assurance that the control  objectives in Section II were achieved during
       the period from December 9, 1994 to October 31, 1995.
<PAGE>
Our tests of the  effectiveness  of control  structure  policies and  procedures
included the following procedures,  to the extent we considered necessary: (a) a
review of Princor Management Corporation's  organizational structure,  including
the segregation of functional responsibilities, policy statements, and personnel
policies, (b) discussions with management, accounting,  administrative and other
personnel who are assigned  responsibilities for developing,  ensuring adherence
to and applying control structure policies and procedures,  and (c) observations
of personnel in the performance of their assigned duties.

Our tests of the  effectiveness  of control  structure  policies and  procedures
included such other tests as we  considered  necessary in the  circumstances  to
evaluate  whether those  policies and  procedures,  and the extent of compliance
with them, are  sufficient to provide  reasonable,  but not absolute,  assurance
that the  specified  control  objectives  were  achieved  during the period from
December 9, 1994 to October 31, 1995. Our tests of the operational effectiveness
of  control  structure  policies  and  procedures  were  designed  to cover  the
calculation  for the period from December 9, 1994 to October 31, 1995,  for each
of the  procedures  listed in Section III which  satisfy the control  objectives
listed in  Section  II of this  report.  In  selecting  particular  tests of the
operational  effectiveness  of control  structure  policies and  procedures,  we
considered  the  (a)  nature  of the  items  being  tested,  (b) the  kinds  and
competence  of  available  evidential  matter,  (c)  the  nature  of  the  audit
objectives to be achieved,  (d) the assessed  level of control risk, and (e) the
expected efficiency and effectiveness of the tests.

Tests of effectiveness of control structure policies and procedures included:

   o   Tests of source documentation to ensure validity of information.

   o   Tests of input  and  supervisory  control  procedures  in place to ensure
       accuracy, completeness, validity and integrity of processing.

   o   Tests of recalculation of output to verify accuracy.

   o   Tests of output control  procedures  and resultant  documents and reports
       relative to specific  calculations  to ensure accurate and timely updates
       of accounting records were achieved.

Testing procedures were designed and performed to enable us to conclude that the
control  objectives listed in Section II of this report were achieved during the
period from December 9, 1994 to October 31, 1995. <PAGE>
                                    Exhibit 1

Princor Bond Fund, Inc.
Princor Cash Management Fund, Inc.
Princor Government Securities Income 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 Balanced Fund, Inc.
Princor Blue Chip Fund, Inc.
Princor Capital Accumulation Fund, Inc.
Princor Emerging Growth Fund, Inc.
Princor Growth Fund, Inc.
Princor World Fund, Inc.



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