PRINCIPAL INVESTORS FUND INC
485BPOS, 2000-12-05
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                                                       Registration No. 33-59474

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

                        POST-EFFECTIVE AMENDMENT NO. 13 TO

                                    FORM N-1A

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                       and

                             REGISTRATION STATEMENT

                                      under

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

                              PRINCIPAL INVESTORS FUND, INC.
                      f/k/a PRINCIPAL SPECIAL MARKETS FUND, INC.
               (Exact name of Registrant as specified in Charter)

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

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

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

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

It is proposed that this filing will become effective (check appropriate box)
              immediately upon filing pursuant to paragraph (b)of Rule 485
         XXX  on December 6, 2000, pursuant to paragraph (b) of Rule 485
              60 days after filing  pursuant to paragraph  (a)(1) of Rule 485
              on (date), pursuant to paragraph (a)(1) of Rule 485
              75 days after filing pursuant to paragraph (a)(2) of Rule 485
              on (date) pursuant to paragraph (a)(2) of Rule 485

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




                         PRINCIPAL INVESTORS FUND, INC.








         This Prospectus describes a mutual fund organized by
                        Principal Life Insurance Company.






                The date of this Prospectus is December 6, 2000.





   As with all mutual funds, the Securities and Exchange  Commission ("SEC") has
   not approved or disapproved the Fund's  securities nor has it determined that
   this  Prospectus  is  accurate  or  complete.  It is a  criminal  offense  to
   represent otherwise.


                               TABLE OF CONTENTS

              Fund Descriptions................................................4
                  Stable Funds
                     High Quality Short-Term Bond Fund.........................6
                     Money Market Fund.........................................8

                  Conservative Funds
                     Bond & Mortgage Securities Fund..........................10
                     Government Securities Fund...............................12
                     High Quality Intermediate-Term Bond Fund.................14
                     High Quality Long-Term Bond Fund.........................16

                  Moderate Funds
                     Balanced Fund............................................18
                     LargeCap Blend Fund......................................20
                     LargeCap Growth Fund.....................................22
                     LargeCap S&P 500 Index Fund..............................24
                     LargeCap Value Fund......................................26
                     MidCap Value Fund........................................28
                     Partners LargeCap Blend Fund.............................30
                     Partners LargeCap Growth Fund I..........................32
                     Partners LargeCap Growth Fund II.........................34
                     Partners LargeCap Value Fund.............................36
                     Partners MidCap Value Fund...............................38
                     Real Estate Fund.........................................40

                  Aggressive Funds
                     MidCap Blend Fund........................................42
                     MidCap Growth Fund.......................................44
                     MidCap S&P 400 Index Fund................................46
                     Partners MidCap Growth Fund..............................48
                     Partners SmallCap Growth Fund I..........................50
                     Partners SmallCap Growth Fund II.........................52
                     SmallCap Blend Fund......................................54
                     SmallCap Growth Fund.....................................56
                     SmallCap S&P 600 Index Fund..............................58
                     SmallCap Value Fund......................................60
                     Technology Fund..........................................62

                  Dynamic Funds
                     European Fund............................................64
                     International Emerging Markets Fund......................66
                     International Fund I.....................................68
                     International Fund II....................................70
                     International SmallCap Fund..............................72
                     Pacific Basin Fund.......................................74
              General Information
                  The Costs of Investing......................................76
                  Certain Investment Strategies and Related Risks.............77
                  Management, Organization and Capital Structure..............82
                  Shareholder Information.....................................84
                  Fund Account Information....................................86

              Appendix A......................................................87

The  Principal  Investors  Funds have been  divided  into risk  categories.  The
working definition of each category is shown below:

Stable
Investment options that historically have had lower earnings over longer periods
of time  and have  not  changed  much in value  over  short  periods  of time as
compared to the other  categories.  Examples are money market,  some  short-term
bond and stable value investment options.

Conservative
Investments,  including government securities,  mortgage-backed  securities, and
corporate  bonds,  that  change  in value as  interest  rates  change.  They are
generally less volatile than stocks.

Moderate
In general,  these are stocks of large U.S.  companies.  In the past,  they have
been more volatile than corporate and government bonds. Balanced investments are
also considered to be moderate investment options.

Aggressive
Although there are exceptions,  these  investments are generally stocks of small
and  medium-size  U.S.  companies.  These  investments  can change in value very
quickly over short time periods.

Dynamic
In  general,  theses are stocks of foreign  companies.  These  investments  have
additional risks associated with foreign  investing,  such as currency risk, and
can change in value very quickly over short-term periods.


FUND DESCRIPTIONS

Principal  Investors  Fund,  Inc. is  comprised  of many  investment  portfolios
("Funds").   The  Funds  are  divided   into  five  risk   categories:   Stable,
Conservative,   Moderate,   Aggressive,   and  Dynamic.   Principal   Management
Corporation*, the "Manager" of each of the Funds, seeks to provide a broad range
of investment approaches through the Principal Investors Fund.

The Manager has selected a Sub-Advisor for each Fund based on the  Sub-Advisor's
experience  with  the  investment  strategy  for  which  it  was  selected.  The
Sub-Advisor for each Fund is shown with the Fund's  description on the following
pages. The Sub-Advisors are:

<TABLE>
<CAPTION>
<S> <C>                                                            <C>
    Alliance Capital Management L.P. through its                   Invista Capital Management, LLC(R)("Invista")*
      Bernstein Investment Research and Management                 Morgan Stanley Asset Management ("Morgan Stanley")
      unit ("Bernstein")                                           Neuberger Berman Management Inc. ("Neuberger Berman")
    American Century Investment Management, Inc.                   Principal Capital Income Investors, LLC ("PCII")*
      ("American Century")                                         Principal Capital Real Estate Investors, LLC ("PCREI")*
    BT Funds Management (International) Limited ("BT")*            Turner Investment Partners, Inc. ("Turner")
    Federated Management Corporation ("Federated")
</TABLE>

Two  classes  of  shares  of each of these  Funds  are  available  through  this
Prospectus. Both classes are currently available only through certain registered
representatives  of dealers selected by Princor Financial  Services  Corporation
("Princor")*,  the  distributor  of the  Funds or  through  fee-based  financial
planners.
o    Advisors Select shares are available to an employer's  sponsored retirement
     plan(s)  (the  "plan")  through  the  Principal  Investors  Advantage  (the
     services  contract  (or through  execution  of a service  contract  offered
     through an affiliate  of  Principal  Life)) if the plan invests at least $3
     million (but less than $10 million) in the Principal Investors Fund.
o    Advisors  Preferred  shares  are  available  to  an  employer's   sponsored
     retirement plan(s) (the "plan") through the Principal  Investors  Advantage
     (the services  contract (or through execution of a service contract offered
     through an affiliate  of Principal  Life)) if the plan invests at least $10
     million in the Principal Investors Fund.
For  more  information  about  Principal  Investors  Advantage,  contact  us  at
www.principal.com or call 1-800-547-7754.

     * Principal Management  Corporation,  Invista,  PCII, PCREI, BT and Princor
       are members of the Principal Financial Group.(R)


In the  description  for each Fund,  there is  important  information  about the
Fund's:

Primary investment strategy
This  section  summarizes  how each  Fund  intends  to  achieve  its  investment
objective.  It identifies the Fund's primary investment  strategy (including the
type or types  of  securities  in which  the Fund  invests)  and any  policy  to
concentrate  in  securities  of issuers  in a  particular  industry  or group of
industries.

Each  Fund is  designed  to be a portion  of an  investor's  portfolio.  None is
intended to be a complete  investment  program.  Investors  should  consider the
risks of each Fund before making an  investment  and be prepared to maintain the
investment during periods of adverse market conditions.

A description  of the main risks is included with the discussion of each Fund. A
full  discussion  of risks  appears  later in the  Prospectus  under the caption
"Certain Investment Strategies and Related Risks."

Annual operating expenses
The annual operating expenses for each Fund are deducted from that Fund's assets
(stated as a percentage of Fund assets).  A Fund's operating  expenses are shown
with  each  Fund.  A  discussion  of the  fees is found  in the  section  of the
Prospectus titled "The Costs of Investing."

The examples are intended to help  investors  compare the cost of investing in a
particular  Fund with the cost of investing in other mutual funds.  The examples
assume an  investment of $10,000 in a Fund for the time periods  indicated.  The
examples  also assume that the  investment  has a 5% total  return each year and
that the Fund's operating  expenses are the same as the expenses shown. Based on
these assumptions, the costs would be as shown.

Day-to-day Fund management
The investment  professionals who manage the assets of each Fund are listed with
each Fund.  Backed by their  staffs of  experienced  securities  analysts,  they
provide the Funds with professional investment management.


Fund performance
Because  the  Funds  are new and  have not  completed  a full  calendar  year of
operations,  performance  information  for the  Funds  is not  included  in this
Prospectus.  To obtain  performance  information for a Fund after its first full
calendar  quarter  of  operations,  contact  us  at  www.principal.com  or  call
1-800-547-7754.  Remember that a Fund's past  performance is not  necessarily an
indication of how the Fund will perform in the future.

Call the  Principal  Investors  Fund  (1-800-547-7754)  to get the current 7-day
yield for the Money Market Fund.


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

Stock Funds

HIGH QUALITY SHORT-TERM BOND FUND
The Fund seeks to provide current income.


Main Strategies
The Fund invests primarily in high quality,  short-term  fixed-income securities
with a  dollar  weighted  average  maturity  of four  years  or  less.  The Fund
considers the term "bond" to mean any debt security. Under normal circumstances,
it invests at least 80% of its assets in:
o    securities  issued or guaranteed by the U.S.  Government or its agencies or
     instrumentalities;
o    debt  securities  of U.S.  issuers  rated in the  three  highest  grades by
     Standard & Poor's Rating Service or Moody's Investors Service,  Inc. or, if
     unrated,  in the opinion of the Sub-Advisor,  PCII, of comparable  quality;
     and
o    mortgage-backed  securities  representing an interest in a pool of mortgage
     loans.


The rest of the Fund's assets are invested in  securities in the fourth  highest
rating category or their  equivalent.  Securities in the fourth highest category
are "investment  grade." While they are considered to have adequate  capacity to
pay  interest and repay  principal,  they do have  speculative  characteristics.
Changes in economic and other  conditions  are more likely to affect the ability
of the issuer to make  principal  and  interest  payments  than is the case with
issuers of higher rated securities.

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


Main Risks
The Fund may invest in corporate  fixed-income  securities.  When interest rates
fall, the price of such  securities rise and when interest rates rise, the price
declines.  In addition,  the value of the corporate debt  securities held by the
Fund may be affected by factors such as credit  rating of the entity that issued
the security and its maturity. Lower quality and longer maturity securities will
be subject to greater credit risk and price fluctuations than higher quality and
shorter maturity securities.

Mortgage-backed  securities are subject to prepayment  risk. When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates.  On the other hand,  during periods of rising interest rates, a reduction
in  prepayments  may  increase the  effective  maturities  of these  securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest rates. This may increase the volatility of the Fund.


Under  normal  circumstances,  the  Fund  maintains  a  dollar-weighted  average
maturity of not more than four years. In determining the average maturity of the
Fund's  assets,  the maturity date of callable or prepayable  securities  may be
adjusted to reflect  PCII's  judgment  regarding the  likelihood of the security
being called or prepaid.

The average portfolio duration of the Fund normally is less than three years and
is based on PCII's  forecast  for interest  rates.  Duration is a measure of the
expected  life  of a  fixed-income  security  that  is  used  to  determine  the
sensitivity of a security's price to changes in interest rates. For example,  if
the portfolio  duration of the Fund is three years, a change of 1% in the Fund's
yield  results  in a change  of  approximately  3% in the  value  of the  Fund's
securities.  The  longer a  security's  duration,  the more  sensitive  it is to
changes in interest rates. A Fund with a longer average portfolio  duration will
be more  sensitive  to  changes  in  interest  rates  than a Fund with a shorter
average portfolio duration.

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.40%       0.40%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.15%       0.97%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $117      $365

     Advisors Preferred Class               99       309

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager: Daniel J. Garrett, CFA. Mr. Garrett is a
     (Fund's inception)     portfolio  manager for PCII. He joined the Principal
                            Financial  Group  in 1985 as a  commercial  mortgage
                            analyst  and was named to his  current  position  in
                            1998.  Mr. Garrett  received his Master's  degree in
                            Business  and  his  Bachelor's  degree  in  Computer
                            Information   Systems   and   Finance   from   Drake
                            University.  He has  earned  the  right  to use  the
                            Chartered Financial Analyst designation.

     Since December, 2000   Co-Manager:  Martin J.  Schafer.  Mr.  Schafer  is a
     (Fund's inception)     portfolio  manager  for  PCII  specializing  in  the
                            management of mortgage-backed  securities  utilizing
                            an  active,  total  return  approach.  He joined the
                            Principal Financial Group in 1977. He holds a BBA in
                            Accounting and Finance from the University of Iowa.


MONEY MARKET FUND
The Fund seeks as high a level of  current  income as is  considered  consistent
with preservation of principal and maintenance of liquidity.

Main Strategies

The Fund invests its assets in a portfolio  of high  quality,  short-term  money
market instruments. The investments are U.S. dollar denominated securities which
the  Sub-Advisor,  PCII,  believes present minimal credit risks. At the time the
Fund  purchases each  security,  it is an "eligible  security" as defined in the
regulations  issued under the  Investment  Company Act of 1940 ("1940 Act"),  as
amended.

The Fund maintains a dollar weighted  average  portfolio  maturity of 90 days or
less. It intends to hold its investments until maturity.  However,  the Fund may
sell a security before it matures:
o    to take advantage of market variations;
o    to generate  cash to cover sales of Fund shares by its  shareholders;  or o
     upon revised credit opinions of the security's issuer.
The  sale of a  security  by the  Fund  before  maturity  may not be in the best
interest of the Fund. The Fund does have an ability to borrow money to cover the
sale of Fund  shares.  The sale of  portfolio  securities  is  usually a taxable
event.


It is the policy of the Fund to be as fully  invested  as  possible  to maximize
current income. Securities in which the Fund invests include:
o    securities issued or guaranteed by the U.S. Government,  including treasury
     bills, notes and bonds;
o    securities  issued or  guaranteed by agencies or  instrumentalities  of the
     U.S.  Government.  These are backed  either by the full faith and credit of
     the  U.S.  Government  or  by  the  credit  of  the  particular  agency  or
     instrumentality;
o    bank obligations including:
     o    certificates  of deposit which  generally are negotiable  certificates
          against funds deposited in a commercial bank; or
     o    bankers  acceptances which are time drafts drawn on a commercial bank,
          usually in connection with international commercial transactions.
o    commercial  paper,  which is short-term  promissory notes issued by U.S. or
     foreign corporations primarily to finance short-term credit needs;
o    corporate debt consisting of notes,  bonds or debentures  which at the time
     of purchase by the Fund has 397 days or less remaining to maturity;
o    repurchase   agreements  under  which  securities  are  purchased  with  an
     agreement by the seller to  repurchase  the security at the same price plus
     interest at a specified  rate.  Generally these have a short maturity (less
     than a week) but may also have a longer maturity; and
o    taxable municipal  obligations,  which are short-term obligations issued or
     guaranteed by state and municipal issuers which generate taxable income.


Among the  certificates  of deposit  typically held by the Money Market Fund are
Eurodollar and Yankee  obligations,  which are issued in U.S. dollars by foreign
banks and foreign branches of U.S. banks. Eurodollar and Yankee obligations have
risks similar to U.S. money market  instruments,  such as income risk and credit
risk. Other risks of Eurodollar and Yankee obligations include the possibilities
that: a foreign government will not let U.S. dollar-denominated assets leave the
country;  the banks that issue Eurodollar  obligations may not be subject to the
same regulations as U.S. banks; and adverse  political or economic  developments
will affect  investments  in a foreign  country.  Before the Fund's  Sub-Advisor
selects a Eurodollar or Yankee obligation,  however, the foreign issue undergoes
the same credit-quality analysis and tests of financial strength as an issuer of
domestic securities.

Main Risks
As with all  mutual  funds,  the value of the  Fund's  assets  may rise or fall.
Although  the Fund seeks to  preserve  the value of an  investment  at $1.00 per
share,  it is possible to lose money by investing  in the Fund.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.  An investment in the Fund is not insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.

Investor Profile
The Fund is  generally  a suitable  investment  for  investors  seeking  monthly
dividends without incurring much principal risk.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.40%       0.40%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.15%       0.97%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                 $117      $365

     Advisors Preferred Class                99       309

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Alice  Robertson.  Ms.  Roberston  is a
     (Fund's inception)     trader  for  PCII  on  the  corporate   fixed-income
                            trading  desk.  She joined the  Principal  Financial
                            Group in 1990 as a credit  analyst  and moved to her
                            current position in 1993. Previously,  Ms. Robertson
                            was an  assistant  vice  president/commercial  paper
                            analyst  with  Duff &  Phelps  Credit  Company.  Ms.
                            Robertson  earned her Master's degree in Finance and
                            Marketing from DePaul  University and her Bachelor's
                            degree in Economics from Northwestern University.

     Since December, 2000   Co-Manager:  Michael R. Johnson. Mr. Johnson directs
     (Fund's inception)     securities trading for PCII. He joined the Principal
                            Financial   Group  in  1982  and  took  his  current
                            position  in  1994.  His  responsibilities   include
                            managing  the  fixed-income  trading  operation  for
                            Principal   Capital  Income  Investors  and  several
                            short-term  money  market  accounts.  He earned  his
                            Bachelor's   degree  in  Finance   from  Iowa  State
                            University.

Conservative Funds


BOND & MORTGAGE SECURITIES FUND
The Fund seeks to provide current income.

Main Strategies
The  Fund  invests  primarily  in  intermediate  maturity  fixed-income  or debt
securities  rated BBB or higher by Standard & Poor's Rating  Service  ("S&P") or
Moody's Investors Service, Inc. ("Moody's").  The Fund considers the term "bond"
to mean any debt security. Under normal circumstances, the Fund invests at least
75% of its assets in:
o    securities  issued or guaranteed by the U.S.  Government or its agencies or
     instrumentalities;
o    mortgage-backed  securities  representing an interest in a pool of mortgage
     loans;
o    debt securities and taxable municipal bonds rated, at the time of purchase,
     in one of the top four  categories  by S&P or Moody's or, if not rated,  in
     the opinion of the Sub-Advisor, PCII, of comparable quality; and
o    securities issued or guaranteed by the governments of Canada (Provincial or
     Federal Government) or the United Kingdom payable in U.S. dollars.

The rest of the Fund's assets may be invested in:
o    preferred and common stock that may be convertible  (may be exchanged for a
     fixed  number  of  shares of  common  stock of the same  issuer)  or may be
     non-convertible; or
o    securities  rated less than the four  highest  grades of S&P or Moody's but
     not  lower  than BB- (S&P) or Ba3  (Moody's)  (i.e.  less  than  investment
     grade).
Under unusual market or economic  conditions,  the Fund may invest up to 100% of
its assets in cash and cash equivalents.

Main Risks
The average  portfolio  duration of the Fund normally  varies within a three- to
six-year time frame based on PCII's forecast for interest  rates.  Duration is a
measure  of the  expected  life  of a  fixed-income  security  that  is  used to
determine the  sensitivity of a security's  price to changes in interest  rates.
For example,  if the portfolio  duration of the Fund is three years, a change of
1% in the Fund's yield results in a change of  approximately  3% in the value of
the Fund's securities.  The longer a security's duration,  the more sensitive it
is to changes in interest rates. A Fund with a longer average portfolio duration
will be more  sensitive to changes in interest  rates than a Fund with a shorter
average portfolio duration.

Mortgage-backed  securities are subject to prepayment  risk. When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates.  On the other hand,  during periods of rising interest rates, a reduction
in  prepayments  may  increase the  effective  maturities  of these  securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest rates. This may increase the volatility of the Fund.

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

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

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.55%       0.55%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.30%       1.12%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $132       $412

     Advisors Preferred Class              114        356

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:   Lisa  A.  Stange,  CFA.  As  Portfolio
     (Fund's inception)     Manager for PCII, Ms. Stange manages over $3 billion
                            in  fixed-income  portfolios  invested in public and
                            private corporate bonds, mortgage-backed securities,
                            commercial mortgage-backed securities,  asset-backed
                            securities and commercial real estate mortgages. Ms.
                            Stange joined the Principal  Financial Group in 1989
                            after earning her Master's and Bachelor's degrees in
                            Finance from the  University of Iowa. She has earned
                            the  right to use the  Chartered  Financial  Analyst
                            designation.

     Since December, 2000   Co-Manager: William C. Armstrong, CFA. Mr. Armstrong
     (Fund's inception)     leads  the  multi-sector/core  portfolio  management
                            group  for  PCIIs'   stable  value   division.   Mr.
                            Armstrong  has  been  with the  Principal  Financial
                            Group since 1992. He earned his Master's degree from
                            the  University  of Iowa and his  Bachelor's  degree
                            from Kearney State College.  He has earned the right
                            to use the Chartered Financial Analyst designation.

GOVERNMENT SECURITIES FUND
The Fund seeks to provide current income.


Main Strategies
The Fund seeks to achieve its  investment  objective by investing  primarily (at
least 65% of its assets) in securities  that are issued by the U.S.  Government,
its  agencies  or  instrumentalities.  The Fund may  invest  in  mortgage-backed
securities  representing  an  interest  in  a  pool  of  mortgage  loans.  These
securities  are rated AAA by  Standard  & Poor's  Corporation  or Aaa by Moody's
Investor Services, Inc. or, if unrated, determined by the Sub-Advisor,  PCII, to
be of equivalent quality.


The Fund relies on the professional judgment of PCII to make decisions about the
Fund's portfolio securities.  The basic investment philosophy of PCII is to seek
undervalued  securities that represent good long-term investment  opportunities.
Securities  may be sold  when  PCII  believes  they  no  longer  represent  good
long-term value.

The Fund may also hold cash and cash  equivalents.  The size of the Fund's  cash
position depends on various factors,  including market  conditions and purchases
and  redemptions of Fund shares.  A large cash position could impact the ability
of the Fund to  achieve  its  objective  but it also  would  reduce  the  Fund's
exposure  in the  event of a  market  downturn  and  provide  liquidity  to make
additional investments or to meet redemptions.

Main Risks
Although  some of the  securities  the Fund  purchases  are  backed  by the U.S.
government  and its  agencies,  shares  of the  Fund  are not  guaranteed.  When
interest rates fall, the value of the Fund's shares rises,  and when rates rise,
the value  declines.  Because of the fluctuation in values of the Fund's shares,
if shares are sold when their  value is less than the price paid,  the  investor
will lose money.

U.S.  Government  securities do not involve the degree of credit risk associated
with  investments in lower quality  fixed-income  securities.  As a result,  the
yields  available from U.S.  Government  securities are generally lower than the
yields   available  from  many  other   fixed-income   securities.   Like  other
fixed-income  securities,  the values of U.S.  Government  securities  change as
interest rates fluctuate.  Fluctuations in the value of the Fund's securities do
not affect  interest  income on  securities  already  held by the Fund,  but are
reflected  in  the  Fund's  price  per  share.  Since  the  magnitude  of  these
fluctuations  generally is greater at times when the Fund's average  maturity is
longer,  under  certain  market  conditions  the Fund may  invest in  short-term
investments  yielding  lower  current  income  rather than  investing  in higher
yielding longer term securities.

Mortgage-backed   securities  are  subject  to  prepayment  risk.   Prepayments,
unscheduled   principal   payments,   may  result  from  voluntary   prepayment,
refinancing  or  foreclosure  of the  underlying  mortgage.  When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates.  On the other hand,  during periods of rising interest rates, a reduction
in  prepayments  may  increase the  effective  maturities  of these  securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest rates and potentially increasing the volatility of the fund.

In addition,  prepayments may cause losses on securities  purchased at a premium
(dollar amount by which the price of the bond exceeds its face value). At times,
mortgage-backed  securities  may have higher than market  interest rates and are
purchased at a premium.  Unscheduled  prepayments  are made at par and cause the
Fund to experience a loss of some or all of the premium.

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.40%       0.40%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.15%       0.97%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $117       $365

     Advisors Preferred Class               99        309

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Martin J.  Schafer.  Mr.  Schafer  is a
     (Fund's inception)     portfolio  manager  for  PCII  specializing  in  the
                            management of mortgage-backed  securities  utilizing
                            an  active,  total  return  approach.  He joined the
                            Principal Financial Group in 1977. He holds a BBA in
                            Accounting and Finance from the University of Iowa.

     Since December, 2000   Co-Manager: Kelly R. Alexander. Ms. Alexander shares
     (Fund's inception)     management   responsibility  for  nine  fixed-income
                            portfolios  at PCII,  with  combined  assets of more
                            than  $4  billion.   Before   assuming  her  current
                            position,  she  had  similar  responsibilities  with
                            Invista from 1992 to 2000.  She joined the Principal
                            Financial    Group   in   1983   to   develop    the
                            mortgage-backed  securities trading department.  Her
                            experience includes hedging, securitization, product
                            development and portfolio  management as well as the
                            risk  management  of  a  $1.5  billion   residential
                            mortgage pipeline.

HIGH  QUALITY  INTERMEDIATE-TERM  BOND FUND
The Fund  seeks to  provide  current income.

Main Strategies
The Fund invests primarily in intermediate term fixed-income  securities rated A
or higher by  Standard & Poor's  Rating  Service  ("S&P")  or Moody's  Investors
Service, Inc.  ("Moody's").  The Fund considers the term "bond" to mean any debt
security.  Under  normal  circumstances,  the Fund  invests  at least 80% of its
assets in:
o    securities  issued or guaranteed by the U.S.  Government or its agencies or
     instrumentalities;
o    mortgage-backed  securities  representing an interest in a pool of mortgage
     loans;
o    debt securities and taxable municipal bonds rated, at the time of purchase,
     in one of the top three  categories by S&P or Moody's or, if not rated,  in
     the opinion of the Sub-Advisor, PCII, of comparable quality; and
o    securities issued or guaranteed by the governments of Canada (Provincial or
     Federal Government) or the United Kingdom payable in U.S. dollars.

The rest of the Fund's assets may be invested in:
o    common stock and preferred stock that may be convertible  (may be exchanged
     for a fixed  number of shares of common stock of the same issuer) or may be
     non-convertible; or
o    securities  rated less than the three highest  grades of S&P or Moody's but
     not lower  than BBB- (S&P) or BAA3  (Moody's)  (i.e.  less than  investment
     grade).
Under unusual market or economic  conditions,  the Fund may invest up to 100% of
its assets in cash and cash equivalents.

Main Risks
The average  portfolio  duration of the Fund normally  varies within a three- to
six-year time frame based on PCII's forecast for interest  rates.  Duration is a
measure  of the  expected  life  of a  fixed-income  security  that  is  used to
determine the  sensitivity of a security's  price to changes in interest  rates.
For example,  if the portfolio  duration of the Fund is three years, a change of
1% in the Fund's yield results in a change of  approximately  3% in the value of
the Fund's securities.  The longer a security's duration,  the more sensitive it
is to changes in interest rates. A Fund with a longer average portfolio duration
will be more  sensitive to changes in interest  rates than a Fund with a shorter
average portfolio duration.

Although  some of the  securities  the Fund  purchases  are  backed  by the U.S.
government and its agencies,  shares of the Fund are not guaranteed.  The values
of U.S. Government  securities change as interest rates fluctuate.  Fluctuations
in  the  value  of the  Fund's  securities  do not  affect  interest  income  on
securities  already held by the Fund,  but are reflected in the Fund's price per
share.

Mortgage-backed  securities are subject to prepayment  risk. When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates.  On the other hand,  during periods of rising interest rates, a reduction
in  prepayments  may  increase the  effective  maturities  of these  securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest. This may increase the volatility of the Fund.

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

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.40%       0.40%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.15%       0.97%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $117       $365

     Advisors Preferred Class               99        309

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Kevin W.  Croft,  CFA.  As a  portfolio
     (Fund's inception)     manager   for   PCII,    Mr.    Croft   has   direct
                            responsibility   for  $950   million   invested   in
                            fixed-income  portfolios.  He joined  the  Principal
                            Financial  Group in 1988. He earned his Master's and
                            Bachelor's  degrees  from Drake  University.  He has
                            earned  the  right  to use the  Chartered  Financial
                            Analyst designation.

     Since December, 2000   Co-Manager:  Martin J.  Schafer.  Mr.  Schafer  is a
     (Fund's inception)     portfolio  manager  for  PCII  specializing  in  the
                            management of mortgage-backed  securities  utilizing
                            an  active,  total  return  approach.  He joined the
                            Principal Financial Group in 1977. He holds a BBA in
                            Accounting and Finance from the University of Iowa.

HIGH QUALITY LONG-TERM BOND FUND
The Fund seeks to provide current income.

Main Strategies
The Fund  invests  primarily  in long-term  fixed-income  securities  rated A or
higher by Standard & Poor's Rating Service ("S&P") or Moody's Investors Service,
Inc. ("Moody's").  The Fund considers the term "bond" to mean any debt security.
Under  normal  circumstances,  the Fund invests at least 75% of its assets in:
o    securities  issued or guaranteed by the U.S.  Government or its agencies or
     instrumentalities;
o    mortgage-backed  securities  representing an interest in a pool of mortgage
     loans;
o    debt securities and taxable municipal bonds rated, at the time of purchase,
     in one of the top three  categories by S&P or Moody's or, if not rated,  in
     the opinion of the Sub-Advisor, PCII, of comparable quality; and
o    securities issued or guaranteed by the governments of Canada (Provincial or
     Federal Government) or the United Kingdom payable in U.S. dollars.

The rest of the Fund's assets may be invested in:
o    common stock and preferred stock that may be convertible  (may be exchanged
     for a fixed  number of shares of common stock of the same issuer) or may be
     non-convertible; or
o    securities  rated less than the three highest  grades of S&P or Moody's but
     not lower than BBB- (S&P) or BAA3  (Moody's)  (i.e.,  less than  investment
     grade).
Under unusual market or economic  conditions,  the Fund may invest up to 100% of
its assets in cash and cash equivalents.

Main Risks
The average  portfolio  duration of the Fund  normally is greater than six years
and is based on PCII's forecast for interest rates. Duration is a measure of the
expected  life  of a  fixed-income  security  that  is  used  to  determine  the
sensitivity of a security's price to changes in interest rates. For example,  if
the  portfolio  duration of the Fund is six years,  a change of 1% in the Fund's
yield  results  in a change  of  approximately  6% in the  value  of the  Fund's
securities.  The  longer a  security's  duration,  the more  sensitive  it is to
changes in interest rates. A Fund with a longer average portfolio  duration will
be more  sensitive  to  changes  in  interest  rates  than a Fund with a shorter
average portfolio duration.

Although  some of the  securities  the Fund  purchases  are  backed  by the U.S.
government and its agencies,  shares of the Fund are not guaranteed.  The values
of U.S. Government  securities change as interest rates fluctuate.  Fluctuations
in  the  value  of the  Fund's  securities  do not  affect  interest  income  on
securities  already held by the Fund,  but are reflected in the Fund's price per
share.

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

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors     Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.40%       0.40%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.15%       0.97%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $117       $365

     Advisors Preferred Class               99        309

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Kevin W.  Croft,  CFA.  As a  portfolio
     (Fund's inception)     manager   for   PCII,    Mr.    Croft   has   direct
                            responsibility   for  $950   million   invested   in
                            fixed-income  portfolios.  He joined  the  Principal
                            Financial  Group in 1988. He earned his Master's and
                            Bachelor's  degrees  from Drake  University.  He has
                            earned  the  right  to use the  Chartered  Financial
                            Analyst designation.

     Since December, 2000   Co-Manager:  Martin J.  Schafer.  Mr.  Schafer  is a
     (Fund's inception)     portfolio  manager  for  PCII  specializing  in  the
                            management of mortgage-backed  securities  utilizing
                            an  active,  total  return  approach.  He joined the
                            Principal Financial Group in 1977. He holds a BBA in
                            Accounting and Finance from the University of Iowa.


Moderate Funds

BALANCED FUND
The Fund  seeks to  generate a total  return  consisting  of current  income and
long-term growth of capital.

Main Strategies
The Fund seeks growth of capital and current  income by  investing  primarily in
common  stocks  and  corporate  bonds.  It  may  also  invest  in  other  equity
securities,  government bonds and notes  (obligations of the U.S.  government or
its agencies or  instrumentalities)  and cash.  Though the  percentages  in each
category are not fixed,  common  stocks  generally  represent  40% to 70% of the
Fund's assets. The remainder of the Fund's assets is invested in bonds and cash.

Invista  serves as Sub-Advisor  for the portion of the Fund's  portfolio that is
invested  in  equity  securities.  In making  its  selection  Invista  looks for
companies that have predictable  earnings and which,  based on growth prospects,
it believes are  undervalued  in the  marketplace.  Invista buys stocks with the
objective  of  long-term  capital  appreciation.  From  time  to  time,  Invista
purchases stocks with the expectation of price appreciation over the short-term.
In response to changes in economic conditions, Invista may change the make-up of
the portfolio and emphasize  different  market sectors by buying and selling the
portfolio's stocks. The Fund may invest up to 25% of its assets in securities of
foreign companies.

PCII  serves as  Sub-Advisor  for the  portion of the Fund's  portfolio  that is
invested in fixed-income  securities.  Fixed-income  securities are purchased to
generate  income and for  capital  appreciation  purposes  when PCII thinks that
declining  interest rates may increase market value.  Deep discount bonds (those
which sell at a substantial  discount from their face amount) are also purchased
to generate capital appreciation.  The Fund may invest in bonds with speculative
characteristics  but does not  intend  to invest  more than 5% of its  assets in
securities rated below BBB by Standard & Poor's Rating Service or Baa by Moody's
Investors Service,  Inc.  Fixed-income  securities that are not investment grade
are  commonly  referred  to as "junk  bonds"  or high  yield  securities.  These
securities offer a higher yield than other,  higher rated  securities,  but they
carry a  greater  degree  of risk and are  considered  speculative  by the major
credit rating agencies.

Main Risks
The value of the stocks owned by the Fund changes on a daily basis. Stock prices
reflect the  activities  of individual  companies as well as general  market and
economic conditions. In the short-term,  stock prices can fluctuate dramatically
in response to these factors.  Foreign stocks carry risks that are not generally
found in  stocks  of U.S.  companies.  These  include  the risk  that a  foreign
security  could  lose value as a result of  political,  financial  and  economic
events in foreign countries.  In addition,  foreign securities may be subject to
securities  regulators with less stringent  accounting and disclosure  standards
than are required of U.S. companies.

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

Because  the Fund  invests in both stocks and bonds,  the Fund may  underperform
stock funds when stocks are in favor and underperform  bond funds when bonds are
in favor.  As with all mutual funds,  as the value of the Fund's assets rise and
fall,  the Fund's share price  changes.  If the investor  sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.

Investor Profile
The Fund is generally a suitable investment for investors seeking current income
as well as long-term growth of capital.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

         Advisors                      Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.50%       0.50%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.25%       1.07%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $127      $397

     Advisors Preferred Class              109       340

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager: William C. Armstrong, CFA. Mr. Armstrong
     (Fund's inception)     leads  the  multi-sector/core  portfolio  management
                            group  for  PCII's   stable  value   division.   Mr.
                            Armstrong  has  been  with the  Principal  Financial
                            Group since 1992. He earned his Master's degree from
                            the  University  of Iowa and his  Bachelor's  degree
                            from Kearney State College.  He has earned the right
                            to use the Chartered Financial Analyst designation.

     Since December, 2000   Co-Manager:  Judith A. Vogel,  CFA.  Ms.  Vogel is a
     (Fund's inception)     portfolio  manager for  domestic  core and  balanced
                            portfolios. Ms. Vogel joined the Principal Financial
                            Group  in  1982  as a  strategist  and  was  one  of
                            Invista's  founding  members in 1985. She earned her
                            Bachelor's  degree in Business  Administration  from
                            Central College. She has earned the right to use the
                            Chartered Financial Analyst designation.

     Since December, 2000   Co-Manager:  Mary  Sunderland,  CFA. Ms.  Sunderland
     (Fund's inception)     manages the large-cap growth portfolios for Invista.
                            She joined Invista in early 2000 following a 10-year
                            career  with  Skandia  Asset  Management  where  she
                            directed  their more than $2.5 billion  U.S.  Equity
                            Large  Cap  Growth  portfolios  and U.S.  Technology
                            portfolios.  Ms.  Sunderland earned her MBA from the
                            Columbia  University Graduate School of Business and
                            her Bachelor's degree from Northwestern  University.
                            She  has  earned  the  right  to use  the  Chartered
                            Financial Analyst designation.

LARGECAP BLEND FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of large  capitalization  companies.
Under normal market  conditions,  the Fund invests at least 65% of its assets in
companies with a market  capitalization  of greater than $10 billion at the time
of purchase. Market capitalization is defined as total current market value of a
company's outstanding common stock.


In selecting  securities for  investment,  the  Sub-Advisor,  Invista,  looks at
stocks with value and/or  growth  characteristics  and  constructs an investment
portfolio that has a "blend" of stocks with these  characteristics.  In managing
the  assets of the Fund,  Invista  does not have a policy of  preferring  one of
these categories to the other. The value orientation emphasizes buying stocks at
less than  their  investment  value and  avoiding  stocks  whose  price has been
artificially  built up.  The  growth  orientation  emphasizes  buying  stocks of
companies  whose  potential for growth of capital and earnings is expected to be
above average.


Invista uses a bottom-up  approach in its  selection of  individual  securities.
Selection  is based on  fundamental  analysis  of a  company  relative  to other
companies with the focus being on Invista's estimation of forward-looking  rates
of return. Up to 25% of Fund assets may be invested in foreign securities.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  stocks, may underperform compared to other market segments
or to the equity markets as a whole. Because certain of the securities purchased
by the Fund present greater  opportunities  for growth because of high potential
earnings growth,  they may also involve greater risk than securities that do not
have the same potential. The value of the Fund's equity securities may fluctuate
on a daily basis.  As with all mutual  funds,  as the value of the Fund's assets
rise and fall, the Fund's share price changes. If the investor sells Fund shares
when their value is less than the price the investor paid for them, the investor
will lose money.

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


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.45%       0.45
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.20%       1.02%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $122       $381

     Advisors Preferred Class              104        325

                           Day-to-day Fund Management

     Since December, 2000   Mark  T.  Williams,   CFA.  Mr.   Williams   manages
     (Fund's inception)     Invista's     research     department     conducting
                            macroeconomic  and quantitative  research as applied
                            to domestic and  international  economic  trends and
                            forecasts.  Previously,  he  served  as a  portfolio
                            manager with direct  experience in the management of
                            core, value-oriented and growth-oriented portfolios.
                            He joined  Invista  in 1989 with seven  years  prior
                            experience in the technology industry.  Mr. Williams
                            received his MBA from Drake  University  and holds a
                            Bachelor's  degree in Finance from the University of
                            the State of New York.  He has  earned  the right to
                            use the Chartered Financial Analyst designation.

LARGECAP GROWTH FUND
The Fund seeks long-term growth of capital

Main Strategies
The Fund invests primarily in common stocks and other equity securities of large
capitalization  companies with strong  earnings growth  potential.  Under normal
market conditions, the Fund invests at least 65% of its assets in companies with
a market  capitalization  of greater  than $10 billion at the time of  purchase.
Market  capitalization  is defined as total current  market value of a company's
outstanding common stock.


The  Sub-Advisor,  Invista,  uses  a  bottom-up  approach  in its  selection  of
individual  securities  that it believes  have an above  average  potential  for
earnings  growth.  Selection  is  based on  fundamental  analysis  of a  company
relative to other  companies  with the focus being on  Invista's  assessment  of
current and future sales growth and operating  margins.  Companies meeting these
criteria  typically have progressed beyond the development stage and are focused
on growing  the  business.  Up to 25% of Fund  assets may be invested in foreign
securities.

Invista  places  strong  emphasis on  companies  it believes  are guided by high
quality management teams with a proven ability to execute. In addition, the Fund
attempts to identify  and  emphasize  those  companies  that are market  leaders
possessing  the  ability  to control  pricing  and  margins in their  respective
industries.  Invista constructs a portfolio that is "benchmark aware" in that it
is sensitive to the sector (companies with similar characteristics) and security
weightings of its benchmark.  However, the Fund is actively managed and prepared
to  over-  and/or  under-weight  sectors  and  industries  differently  from the
benchmark.


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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  growth stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  The  securities  purchased by the
Fund present greater opportunities for growth because of high potential earnings
growth,  but may also involve greater risks than securities that do not have the
same  potential.  The value of the Fund's  securities  may  fluctuate on a daily
basis.  As with all mutual  funds,  as the value of the Fund's  assets  rise and
fall,  the Fund's share price  changes.  If the investor  sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.55%       0.55%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.30%       1.12%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $132       $412

     Advisors Preferred Class              114        356

                           Day-to-day Fund Management

     Since December, 2000   Mary  Sunderland,  CFA. Ms.  Sunderland  manages the
     (Fund's inception)     large-cap growth portfolios for Invista.  She joined
                            Invista in early  2000  following  a 10-year  career
                            with  Skandia  Asset  Management  where she directed
                            their more than $2.5 billion  U.S.  Equity Large Cap
                            Growth  portfolios and U.S.  Technology  portfolios.
                            Ms.  Sunderland  earned  her MBA from  the  Columbia
                            University  Graduate  School  of  Business  and  her
                            Bachelor's degree from Northwestern University.  She
                            has earned the right to use the Chartered  Financial
                            Analyst designation.

LARGECAP S&P 500 INDEX FUND
The Fund seeks long-term growth of capital.


Main Strategies
Under normal market  conditions,  the Fund invests at least 80% of its assets in
common  stocks of  companies  that  compose the  Standard & Poor's*  ("S&P") 500
Index. The Sub-Advisor,  Invista,  attempts to mirror the investment performance
of the  index  by  allocating  the  Fund's  assets  in  approximately  the  same
weightings  as the S&P 500.  The S&P 500 is an  unmanaged  index  of 500  common
stocks  chosen  to  reflect  the  industries  of the U.S.  economy  and is often
considered  a proxy for the stock  market in general.  Each stock is weighted by
its  market   capitalization   which  means   large   companies   have   greater
representation in the index than smaller ones. Over the long-term, Invista seeks
a very close correlation between  performance of the Fund, before expenses,  and
that of the S&P 500. It is unlikely that a perfect  correlation  of 1.00 will be
achieved.


The Fund uses an indexing  strategy and is not managed  according to traditional
methods of "active"  investment  management.  Active  management  would  include
buying and  selling  securities  based on  economic,  financial  and  investment
judgement.  Instead,  the Fund uses a passive investment  approach.  Rather than
judging  the merits of a  particular  stock in  selecting  investments,  Invista
focuses on tracking the S&P 500.  Invista may also use stock index  futures as a
substitute for the sale or purchase of securities. It does not attempt to manage
market  volatility,  use  defensive  strategies  or  reduce  the  effect  of any
long-term periods of poor stock performance.

The correlation between Fund and index performance may be affected by the Fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of  purchases  and sales of Fund  shares.  The Fund may invest in
futures and options,  which could carry  additional  risks such as losses due to
unanticipated  market price  movements and could also reduce the opportunity for
gain.

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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  stocks, may underperform compared to other market segments
or to the equity markets as a whole.  Because  different types of stocks tend to
shift in and out of favor  depending  on market  and  economic  conditions,  the
Fund's  performance may sometimes be lower or higher than that of other types of
funds.

The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate dramatically in response to these factors.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital,  willing to accept the potential for volatile fluctuations in
the value of investments and preferring a passive rather than active  management
style.

*  Standard & Poor's  Corporation  is not  affiliated  with the LargeCap S&P 500
   Index Fund,  Invista  Capital  Management,  LLC or Principal  Life  Insurance
   Company.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.15%       0.15%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.90%       0.72%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                 $92       $287

     Advisors Preferred Class               74        230

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Robert  Baur,  Ph.D.  Dr.  Baur  joined
     (Fund's inception)     Invista in 1995  after  serving  as a  professor  of
                            finance and economics at Drake  University and Grand
                            View College.  He received his Bachelor's  degree in
                            Mathematics  and his Ph.D.  in  Economics  from Iowa
                            State  University.  Dr. Baur also did  post-doctoral
                            study in finance and economics at the  University of
                            Minnesota.  He also holds a BS in  Mathematics  from
                            Iowa State University.

     Since December, 2000   Co-Manager:   Rhonda  VanderBeek.  Ms.  Vander  Beek
     (Fund's inception)     directs   trading   operations   for  Invista  index
                            accounts.  She joined the Principal  Financial Group
                            in 1983 as a trading  statistical clerk and moved to
                            Invista  in 1992.  Ms.  Vander  Beek  has  extensive
                            experience  trading both domestic and  international
                            securities.


LARGECAP VALUE FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks and other equity securities of large
capitalization  companies.  Under normal market conditions,  the Fund invests at
least 65% of its assets in  companies  with a market  capitalization  of greater
than $10 billion at the time of purchase.  Market  capitalization  is defined as
total current market value of a company's outstanding common stock. Up to 25% of
Fund assets may be invested in foreign securities.

The Fund invests in stocks that, in the opinion of the Sub-Advisor, Invista, are
undervalued in the marketplace at the time of purchase.  This value  orientation
emphasizes buying stocks at less than their investment value and avoiding stocks
whose price has been artificially built up. Value stocks are often characterized
by below average  price/earnings  ratios (P/E) and above average dividend yields
relative to their peers.  The Fund's  investments are selected  primarily on the
basis of  fundamental  security  analysis,  focusing on the company's  financial
stability,  sales,  earnings,  dividend  trends,  return on equity and  industry
trends.  The Fund often invests in stocks  considered  temporarily out of favor.
Investors  often  overreact to bad news and do not respond quickly to good news.
This results in undervalued stocks of the type held by the Fund.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  value stocks,  may underperform  compared to other market
segments or to the equity markets as a whole. The value of the Fund's securities
may fluctuate on a daily basis.  As with all mutual  funds,  as the value of the
Fund's  assets rise and fall,  the Fund's share price  changes.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common stocks,
but who prefer  investing in companies that appear to be considered  undervalued
relative to similar companies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.45%       0.45%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.20%       1.02%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years


     Advisors Select Class                $122       $381

     Advisors Preferred Class              104        325

                           Day-to-day Fund Management

     Since December, 2000   John  Pihlblad,  CFA.  Mr.  Pihlblad  is director of
     (Fund's Inception)     quantitative  portfolio  management for Invista.  He
                            has  over  24  years   experience  in  creating  and
                            managing quantitative  investment systems.  Prior to
                            joining  Invista in 2000, Mr. Pihlblad was a partner
                            and  co-founder  of  GlobeFlex  Capital in San Diego
                            where he was  responsible  for the  development  and
                            implementation  of the  investment  process for both
                            domestic and international products. He received his
                            BA from Westminster College. He has earned the right
                            to use the Chartered Financial Analyst designation.


MIDCAP VALUE FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of medium capitalization  companies.
Under normal market  conditions,  the Fund invests at least 65% of its assets in
companies with a market capitalization between $1 billion and $10 billion at the
time of purchase. Market capitalization is defined as total current market value
of a  company's  outstanding  common  stock.  Up to 25% of  Fund  assets  may be
invested in foreign securities.

The Fund invests in stocks that, in the opinion of the Sub-Advisor, Invista, are
undervalued in the marketplace at the time of purchase.  This value  orientation
emphasizes  buying stocks at less than their inherent value and avoiding  stocks
whose price has been artificially built up. Value stocks are often characterized
by below average  price/earnings ratios (P/E) and above average dividend yields.
The  Fund's  investments  are  selected  primarily  on the basis of  fundamental
security  analysis,  focusing  on  the  company's  financial  stability,  sales,
earnings,  dividend trends, return on equity and industry trends. The Fund often
invests in stocks  considered  temporarily  out of favor.  Investors  often over
react to bad news and do not  respond  quickly  to good  news.  This  results in
undervalued stocks of the type held by this Fund.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

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

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


In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  value stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  Because different types of stocks
tend to shift in and out of favor  depending on market and economic  conditions,
the Fund's performance may sometimes be lower or higher than that of other types
of funds.  The value of the Fund's  equity  securities  may fluctuate on a daily
basis. If the investor sells Fund shares when their value is less than the price
the investor paid for them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth  of  capital  and  willing  to  accept  the  potential   for   short-term
fluctuations in the value of investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.65%       0.65%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses...................   0.38        0.26

         Total Fund Operating Expenses   1.40%       1.22%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $143      $443

     Advisors Preferred Class              124       387

                           Day-to-day Fund Management

     Since December, 2000   Catherine  A.  Zaharis,  CFA.  Ms.  Zaharis  directs
     (Fund's inception)     portfolio  management for the Invista value team and
                            leads the value research  group.  She joined Invista
                            in 1985.  Ms.  Zaharis  received  her MBA from Drake
                            University   and  her  BBA  in   Finance   from  the
                            University of Iowa.  She has earned the right to use
                            the Chartered Financial Analyst designation.


PARTNERS LARGECAP BLEND FUND
The Fund seeks long-term growth of capital.


Main Strategies
The Fund  pursues its  investment  objective  by  investing  primarily in equity
securities of companies that the  Sub-Advisor  believes  offers  superior growth
prospects  or of  companies  whose stock is  undervalued.  Under  normal  market
conditions,  the Fund invests at least 65% of its assets in companies with large
market capitalizations. Market capitalization is defined as total current market
value of a company's outstanding common stock.

In selecting  securities for investment,  the Sub-Advisor,  Federated,  looks at
stocks with value and/or  growth  characteristics  and  constructs an investment
portfolio  that has a "blend" of stocks  with these  characteristics.  The value
orientation  emphasizes  buying stocks at less than their  intrinsic  investment
value and  avoiding  stocks  whose  price has been  unjustifiably  built up. The
growth  orientation  emphasizes  buying stocks of companies  whose potential for
growth of capital  and  earnings  is  expected  to be above  average.  Federated
attempts to identify good  long-term  values through  disciplined  investing and
careful fundamental research.


Using its own  quantitative  process,  Federated  rates the  future  performance
potential of companies.  Federated  evaluates each company's earnings quality in
light of its  current  valuation  to narrow  the list of  attractive  companies.
Federated   then  evaluates   product   positioning,   management   quality  and
sustainability  of current growth trends of those companies.  Using this type of
fundamental  analysis,  Federated  selects the most promising  companies for the
Fund's portfolio.

Companies  with  similar  characteristics  may  be  grouped  together  in  broad
categories  called  sectors.  In determining the amount to invest in a security,
Federated  limits the Fund's exposure to each business sector that comprises the
S&P 500 Index.  The Fund's  allocation  to a sector will not be less than 50% or
more than 200% of the Index's  allocation to that sector. The Fund may invest up
to 25% of its assets in securities of foreign companies.


The Fund actively  trades its portfolio  securities in an attempt to achieve its
investment  objective.  Active  trading will cause the Fund to have an increased
portfolio  turnover rate, which is likely to generate  short-term gains (losses)
for its  shareholders,  which are taxed at a higher  rate than  long-term  gains
(losses).  Actively trading  portfolio  securities  increases the Fund's trading
costs and may have an adverse impact on the Fund's performance.


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


The Fund is also subject to sector risk which is the possibility  that a certain
sector may  underperform  other  sectors or the market as a whole.  As Federated
allocates  more of the Fund's  portfolio  holdings to a particular  sector,  the
Fund's  performance will be more susceptible to any economic,  business or other
developments that generally affect that sector.


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

In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  stocks, may underperform compared to other market segments
or to the equity markets as a whole. Because certain of the securities purchased
by the Fund  present  greater  opportunities  for growth,  they may also involve
greater risks than securities that do not have the same potential.  The value of
the Fund's equity  securities may fluctuate on a daily basis. As with all mutual
funds,  as the value of the Fund's assets rise and fall,  the Fund's share price
changes.  If the  investor  sells Fund  shares when their value is less than the
price the investor paid for them, the investor will lose money.

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


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.75%       0.75%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.50%       1.32%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $153       $474

     Advisors Preferred Class              134        418

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:   James  E.   Grefenstette,   CFA.   Mr.
     (Fund's inception)     Grefenstette joined Federated in 1992 and has been a
                            Portfolio  Manager and a Vice President of Federated
                            Investment  Management Company since 1996. From 1994
                            until 1996, Mr. Grefenstette was a Portfolio Manager
                            and  an  Assistant   Vice   President  of  Federated
                            Investment   Management  Company.  Mr.  Grefenstette
                            received his MS in  Industrial  Administration  from
                            Carnegie Mellon University.  He has earned the right
                            to use the Chartered Financial Analyst designation.

     Since December, 2000   Co-Manager: J. Thomas Madden, CFA. Mr. Madden joined
     (Fund's inception)     Federated as a Senior Portfolio  Manager in 1977 and
                            has been an  Executive  Vice  President of Federated
                            Investment Management Company since 1994. Mr. Madden
                            served  as a  Senior  Vice  President  of  Federated
                            Investment Management Company from 1989 to 1993. Mr.
                            Madden  received  his MBA  with a  concentration  in
                            Finance  from the  University  of  Virginia.  He has
                            earned  the  right  to use the  Chartered  Financial
                            Analyst designation.

     Since December, 2000   Co-Manager:  Bernard  J.  Picchi,  CFA.  Mr.  Picchi
     (Fund's inception)     joined   Federated   in  1999  as  a   Senior   Vice
                            President/Director   of  U.S.  Equity  Research  for
                            Federated Investment  Management Company.  From 1994
                            to 1999,  Mr.  Picchi  was a  Managing  Director  of
                            Lehman Brothers where he initially served as head of
                            the energy  sector  group.  During  1995 and most of
                            1996, he served as U.S.  Director of Stock  Research
                            and in  September  1996,  he was named  Growth Stock
                            Strategist. Mr. Picchi holds a BS in foreign service
                            from Georgetown University.  He has earned the right
                            to use the Chartered Financial Analyst designation.

     Since December, 2000   Co-Manager:  David P. Gilmore.  Mr.  Gilmore  joined
     (Fund's inception)     Federated in August 1997 as an  Investment  Analyst.
                            He was promoted to Senior Investment Analyst in July
                            1999 and  became  an  Assistant  Vice  President  of
                            Federated  in July 2000.  Mr.  Gilmore  was a Senior
                            Associate  with  Coopers & Lybrand from January 1992
                            to  May  1995.   He  earned  his  M.B.A.   from  the
                            University  of Virginia and has a B.S.  from Liberty
                            University.  He has  earned  the  right  to use  the
                            Chartered Financial Analyst designation.


PARTNERS LARGECAP GROWTH FUND I
The Fund seeks long-term growth of capital.


Main Strategies
The Fund seeks to maximize long-term capital appreciation by investing primarily
in growth-oriented  equity securities of U.S. and, to a limited extent,  foreign
companies that exhibit strong or accelerating  earnings growth.  These companies
are  generally  characterized  as  "growth"  companies.  The  Fund  will  invest
primarily in companies with market  capitalizations  of $10 billion or more. The
Sub-Advisor,  Morgan Stanley,  emphasizes  individual security selection and may
focus the Fund's holdings within the limits  permissible for a diversified fund.
The Fund's investments in foreign companies will be limited to 25% of its assets
and to securities listed on U.S. exchanges or traded in U.S. Markets.


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

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

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

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


In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  growth-oriented stocks, may underperform compared to other
market segments or to the equity markets as a whole. The securities purchased by
the Fund present  greater  opportunities  for growth  because of high  potential
earnings growth,  but may also involve greater risks than securities that do not
have the same potential.  The value of the Fund's  securities may fluctuate on a
daily basis.  As with all mutual  funds,  as the value of the Fund's assets rise
and fall, the Fund's share price changes. If the investor sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.75%       0.75%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.50%       1.32%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $153       $474

     Advisors Preferred Class              134       418

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:   William  S.  Auslander,  Principal  of
     (Fund's inception)     Morgan Stanley & Co. Incorporated and Morgan Stanley
                            Dean Witter Investment Management Inc. Mr. Auslander
                            joined Morgan  Stanley in 1995 as an Equity  Analyst
                            and  currently  is a  Portfolio  Manager  in  Morgan
                            Stanley's Institutional Equity Group. Prior thereto,
                            he was an Equity Analyst at Icahn & Co.,  1986-1995.
                            He holds a BA in Economics  from the  University  of
                            Wisconsin and an MBA from Columbia University.

     Since December, 2000   Co-Manager: Philip W. Friedman, Managing Director of
     (Fund's inception)     Morgan Stanley & Co. Incorporated and Morgan Stanley
                            Dean  Witter  Investment  Management  Inc.  He was a
                            member of Morgan Stanley & Co. Incorporated's Equity
                            Research team (1990-1995)  before becoming  Director
                            of North America Research (1995-1997). Currently Mr.
                            Friedman is head of Morgan  Stanley's  Institutional
                            Equity Group. He holds a BA from Rutgers  University
                            and  an  MBA  from  the  J.L.   Kellogg   School  of
                            Management at Northwestern University.


PARTNERS LARGECAP GROWTH FUND II
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of large  capitalization  companies.
Market  capitalization  is defined as total current  market value of a company's
outstanding common stock.


The  Sub-Advisor,  American  Century,  selects  stocks  for  investment  that it
believes will increase in value over time using a growth investment  strategy it
developed. This strategy looks for companies whose earnings and revenues are not
only growing,  but growing at a  successively  faster,  or  accelerating,  pace.
Accelerating growth is shown, for example, by growth that is faster this quarter
than  last or  faster  this  year than the year  before.  The  American  Century
strategy  is based on the  premise  that,  over the  long-term,  the  stocks  of
companies  with  accelerating  earnings and revenues have a greater than average
chance to increase in value.


Using  its  extensive  computer  database,  American  Century  tracks  financial
information  for  thousands  of  companies  to research and select the stocks it
believes will be able to sustain  accelerating  growth. This information is used
to help  American  Century  select or decide to  continue  to hold the stocks of
companies it believes will be able to sustain  accelerating  growth, and to sell
stocks of companies whose growth begins to slow down.

Under  normal  market  conditions,  American  Century  intends  to keep the Fund
essentially  fully invested in stocks regardless of the movement of stock prices
generally. When it considers it prudent, American Century may invest Fund assets
in non-leveraged futures and options.  Non-leveraged means that the Fund may not
invest in futures and  options  where it would be possible to lose more than the
Fund invested. Futures and options can help the Fund's cash assets remain liquid
while performing more like stocks. In addition,  up to 25% of Fund assets may be
invested in foreign securities.

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  growth stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  The  securities  purchased by the
Fund present greater opportunities for growth because of high potential earnings
growth,  but may also involve greater risks than securities that do not have the
same  potential.  The value of the Fund's  securities  may  fluctuate on a daily
basis.  As with all mutual  funds,  as the value of the Fund's  assets  rise and
fall,  the Fund's share price  changes.  If the investor  sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.00%       1.00%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.75%       1.57%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $178       $551

     Advisors Preferred Class              160        496

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager: Gregory Woodhams, CFA. Mr. Woodhams is a
     (Fund's inception)     Vice  President and  Portfolio  Manager for American
                            Century Investments,  Mr. Woodhams has worked in the
                            financial  industry  since 1992 and joined  American
                            Century in 1997.  Previously,  he was Vice President
                            and  Director of Equity  Research at Texas  Commerce
                            Bank.  Mr.  Woodhams  holds a  Bachelor's  Degree in
                            Economics from Rice University and a Master's Degree
                            in  Economics  from the  University  of Wisconsin at
                            Madison.   He  has  earned  the  right  to  use  the
                            Chartered Financial Analyst designation.




     Since December, 2000   Co-Manager:  C. Kim Goodwin.  Ms.  Goodwin was named
     (Fund's inception)     Co-Chief  Investment  Officer for American Century's
                            domestic   growth   equity   discipline   in   2000.
                            Previously  she was Senior Vice President and Senior
                            Portfolio  Manager and has been a member of the team
                            that manages Growth since joining  American  Century
                            in 1997. Before joining American Century, she served
                            as Senior Vice  President and  Portfolio  Manager at
                            Putnam  Investments  from  1996 to  1997,  and  Vice
                            President  and   Portfolio   Manager  at  Prudential
                            Investments  from 1993 to 1996.  Ms. Goodwin holds a
                            Bachelor of Arts Degree from  Princeton  University,
                            an MBA in Finance  and a  Master's  Degree in Public
                            Affairs from the University of Texas.


     Since December, 2000   Co-Manager:  Prescott  LeGard,  CFA. Mr. LeGard is a
     (Fund's inception)     Portfolio Manager for American Century  Investments.
                            Mr.  LeGard  joined  the  company  in  1999.  Before
                            joining the  company,  he was an Equity  Analyst for
                            USAA   Investment   Management   where  he  analyzed
                            technology   companies.   He  has   worked   in  the
                            investment  industry  since 1993. Mr. LeGard holds a
                            BA Degree in Economics  from DePauw  University.  He
                            has earned the right to use the Chartered  Financial
                            Analyst designation.
[/R]

PARTNERS LARGECAP VALUE FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests  primarily in undervalued  equity securities of companies among
the 750  largest  by  market  capitalization  that the  Sub-Advisor,  Bernstein,
believes  offer  above-average  potential for growth in future  earnings.  Under
normal market conditions,  the Fund generally invests at least 65% of its assets
in  companies  with a market  capitalization  of greater than $10 billion at the
time of purchase. Market capitalization is defined as total current market value
of a company's  outstanding  common stock.  The Fund may invest up to 25% of its
assets in securities of foreign companies.

Bernstein  employs  an  investment  strategy,  generally  described  as  "value"
investing, that involves seeking securities that:
o    exhibit low financial ratios  (particularly stock price-to-book  value, but
     also stock price-to-earnings and stock price-to-cash flow);
o    can be  acquired  for less than what  Bernstein  believes  is the  issuer's
     intrinsic value; or
o    appear attractive on a dividend discount model.

Value oriented investing entails a strong "sell discipline" in that it generally
requires the sale of  securities  that have reached their  intrinsic  value or a
target financial  ratio.  Value oriented  investments may include  securities of
companies in cyclical  industries  during periods when such securities appear to
Bernstein to have strong  potential  for capital  appreciation  or securities of
"special situation" companies. A special situation company is one that Bernstein
believes  has  potential  for  significant  future  earnings  growth but has not
performed  well in the recent past.  These  situations  include  companies  with
management   changes,   corporate  or  asset   restructuring   or  significantly
undervalued  assets. For Bernstein,  identifying special situation companies and
establishing  an issuer's  intrinsic value involves  fundamental  research about
such companies and issuers.

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  value stocks,  may underperform  compared to other market
segments or to the equity markets as a whole. The value of the Fund's securities
may fluctuate on a daily basis.  As with all mutual  funds,  as the value of the
Fund's  assets rise and fall,  the Fund's share price  changes.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
but prefer  investing  in  companies  that appear to be  considered  undervalued
relative to similar companies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.80%       0.80%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.55%       1.37%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $178       $551

     Advisors Preferred Class              139        434

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Marilyn  G.  Fedak.  Ms.  Fedak,  Chief
     (Fund's inception)     Investment   Officer  of  U.S.  Value  Equities  and
                            Chairman of the U.S. Equity  Investment Policy Group
                            of the Bernstein  Investment Research and Management
                            unit   of   Alliance    Capital    Management   L.P.
                            ("Alliance") since October 2000 and prior to that at
                            Sanford C.  Bernstein & Co., Inc. ("SCB Inc.") since
                            1993.  She joined SCB Inc.  in 1984 and has  managed
                            portfolio  investments since 1976. She has a BA from
                            Smith  College  and an  MBA  from  Harvard  Business
                            School.

     Since December, 2000   Co-Manager:  Steven  Pisarkiewicz.  Mr. Pisarkiewicz
     (Fund's inception)     has been with Alliance  since October 2000 and prior
                            to that with SCB Inc. since 1989 and has been Senior
                            Portfolio Manager since 1997. He holds a BS from the
                            University   of   Missouri   and  an  MBA  from  the
                            University of California at Berkeley.


PARTNERS MIDCAP VALUE FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of medium capitalization  companies.
Under normal market  conditions,  the Account  invests at least 65% of its total
assets in  companies  with a market  capitalization  between $1 billion  and $10
billion  at the time of  purchase.  The Fund  may  continue  to hold or add to a
position in a stock after it has grown beyond $10 billion. Market capitalization
is defined as total  current  market  value of a  company's  outstanding  common
stock.  Companies may range from the well  established and well known to the new
and  unseasoned.  The Fund may invest up to 25% of its assets in  securities  of
foreign companies.

The stocks are selected using a value oriented  investment approach by Neuberger
Berman,  the Sub-Advisor.  Neuberger  Berman  identifies value stocks in several
ways.  Factors it considers in  identifying  value stocks may include:
o    strong  fundamentals,  such  as  a  company's  financial,  operational  and
     competitive positions;
o    consistent cash flow; and
o    a sound earnings record through all phases of the market cycle.


Neuberger Berman may also look for other characteristics in a company, such as a
strong position  relative to competitors,  a high level of stock ownership among
management,  and a recent  sharp  decline in stock price that  appears to be the
result of a short-term  market  overreaction to negative news.  Neuberger Berman
believes that,  over time,  securities  that are  undervalued are more likely to
appreciate  in  price  and are  subject  to  less  risk of  price  decline  than
securities  whose market prices have already  reached their  perceived  economic
value.


This approach also involves selling  portfolio  securities when Neuberger Berman
believes they have reached their potential,  when the securities fail to perform
as  expected  or  when  other  opportunities  appear  more  attractive.   It  is
anticipated  that the annual  portfolio  turnover rate may be greater than 100%.
Turnover rates in excess of 100% generally  result in higher  transaction  costs
and a possible increase in short-term capital gains (or losses).

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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  value stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  Because different types of stocks
tend to shift in and out of favor  depending on market and economic  conditions,
the Fund's performance may sometimes be lower or higher than that of other types
of funds.  The value of the Fund's  equity  securities  may fluctuate on a daily
basis. If the investor sells Fund shares when their value is less than the price
the investor paid for them, the investor will lose money.

Investor Profile
The Fund is  generally a suitable  investment  if  investors  seeking  long-term
growth  and  willing  to  accept   short-term   fluctuations  in  the  value  of
investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.00%       1.00%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.75%       1.57%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $178       $551

     Advisors Preferred Class              160        496

                           Day-to-day Fund Management

     Since December, 2000   Robert I. Gendelman, Managing Director and Portfolio
     (Fund's inception)     Manager,  Neuberger Berman  Management,  Inc., since
                            1994. He holds a BA from the  University of Michigan
                            as well as a JD and an MBA  from the  University  of
                            Chicago.


REAL ESTATE FUND
The Fund seeks to generate a total return.

Main Strategies
The Fund invests primarily in equity securities of companies principally engaged
in the real estate industry.  For purposes of the Fund's investment  policies, a
real estate  company has at least 50% of its assets,  income or profits  derived
from  products or  services  related to the real  estate  industry.  Real estate
companies  include real estate  investment trusts and companies with substantial
real estate holdings such as paper, lumber,  hotel and entertainment  companies.
Companies whose products and services relate to the real estate industry include
building  supply   manufacturers,   mortgage  lenders  and  mortgage   servicing
companies.

Real estate investment trusts ("REITs") are corporations or business trusts that
are  permitted  to eliminate  corporate  level  federal  income taxes by meeting
certain   requirements  of  the  Internal  Revenue  Code  ("Code").   REITs  are
characterized  as:
o    equity REITs, which primarily own property and generate revenue from rental
     income;
o    mortgage REITs, which invest in real estate mortgages; and
o    hybrid REITs, which combine the characteristics of both equity and mortgage
     REITs.
In selecting securities for the Fund, the Sub-Advisor,  PCREI, focuses on equity
REITs.

The Fund may invest up to 25% of its assets in securities of foreign real estate
companies.

Main Risks
Securities of real estate  companies  are subject to securities  market risks as
well as risks  similar  to those  of  direct  ownership  of real  estate.  These
include:
o    declines in the value of real estate
o    risks related to general and local economic conditions
o    dependency on management skills
o    heavy cash flow dependency
o    possible lack of available mortgage funds
o    overbuilding
o    extended vacancies in properties
o    increases in property taxes and operating expenses
o    changes in zoning laws
o    expenses incurred in the cleanup of environmental problems
o    casualty or condemnation losses
o    changes in interest rates

In addition to the risks listed above,  equity REITs are affected by the changes
in the value of the properties  owned by the trust.  Mortgage REITs are affected
by the quality of the credit  extended.  Both equity and mortgage  REITs:
o are dependent upon management skills and might not be diversified;
o are subject to cash flow dependency and defaults by borrowers; and
o could fail to qualify for tax-free pass-through of income under the Code.

Because of these factors,  the value of the securities  held by the Fund, and in
turn the price per share of the Fund,  changes  on a daily  basis.  The  current
share price reflects the  activities of individual  companies as well as general
market and economic  conditions.  In the short-term,  share prices can fluctuate
dramatically  in  response  to these  factors.  Because  of these  fluctuations,
principal  values and  investment  returns vary.  As with all mutual funds,  the
value of the Fund's assets may rise or fall.  If the investor  sells Fund shares
when their value is less than the price the investor paid for them, the investor
will lose money.

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

Investor Profile
The Fund is  generally  a suitable  investment  for  investors  who seek a total
return,  want to invest in companies engaged in the real estate industry and are
willing  to accept  the  potential  for  volatile  fluctuations  in the value of
investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.85%       0.85%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.60%       1.42%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $163       $505

     Advisors Preferred Class              145        449

                           Day-to-day Fund Management

     Since December, 2000   Kelly D. Rush, CFA. Mr. Rush directs the Real Estate
     (Fund's inception)     Investment Trust (REIT) activity for PCREI. Mr. Rush
                            joined the Principal Financial Group in 1987 and has
                            been  dedicated  to public real  estate  investments
                            since 1995. His experience  includes the structuring
                            of public real  estate  transactions  that  included
                            commercial   mortgage  loans  and  the  issuance  of
                            unsecured bonds. He received his Master's degree and
                            Bachelor's  degree in Finance from the University of
                            Iowa.  He has earned the right to use the  Chartered
                            Financial Analyst designation.


Aggressive Funds

MIDCAP BLEND FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests  primarily  in common  stocks and other  equity  securities  of
medium  capitalization  companies.  Under  normal  market  conditions,  the Fund
invests at least 65% of its  assets in  companies  with a market  capitalization
between  $1  billion   and  $10  billion  at  the  time  of   purchase.   Market
capitalization  is  defined  as  total  current  market  value  of  a  company's
outstanding common stock.


In selecting  securities for  investment,  the  Sub-Advisor,  Invista,  looks at
stocks with value and/or  growth  characteristics  and  constructs an investment
portfolio that has a "blend" of stocks with these  characteristics.  In managing
the  assets of the Fund,  Invista  does not have a policy of  preferring  one of
these categories to the other. The value orientation emphasizes buying stocks at
less  than  their  inherent  value  and  avoiding  stocks  whose  price has been
artificially  built up.  The  growth  orientation  emphasizes  buying  stocks of
companies  whose  potential for growth of capital and earnings is expected to be
above average.


Invista uses a bottom-up  approach in its  selection of  individual  securities.
Selection  is based on  fundamental  analysis  of a  company  relative  to other
companies with the focus being on Invista's estimation of forward-looking  rates
of return. Up to 25% of Fund assets may be invested in foreign securities.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium capitalization stocks, may underperform compared to other market segments
or to the equity markets as a whole.  Because  different types of stocks tend to
shift in and out of favor  depending  on market  and  economic  conditions,  the
Fund's  performance may sometimes be lower or higher than that of other types of
funds. The value of the Fund's equity securities may fluctuate on a daily basis.
If the  investor  sells Fund  shares when their value is less than the price the
investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth  of  capital  and  willing  to  accept  the  potential   for   short-term
fluctuations in the value of investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.65%       0.65%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.40%       1.22%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $143       $443

     Advisors Preferred Class              124        387

                           Day-to-day Fund Management

     Since December, 2000   K.  William  Nolin,  CFA.  Mr. Nolin has managed the
     (Fund's inception)     domestic  mid-cap products since 1999. His expertise
                            is  grounded  in  the  telecommunications,  media  &
                            entertainment,  lodging  and  consumer  non-durables
                            sectors.  Mr. Nolin joined the  Principal  Financial
                            Group in 1993 as an investment  credit  analyst.  He
                            earned  his MBA from the Yale  School of  Management
                            and  his  Bachelor's  degree  in  Finance  from  the
                            University  of Iowa.  He has earned the right to use
                            the Chartered Financial Analyst designation.


MIDCAP GROWTH FUND
The Fund seeks long-term growth of capital.


Main Strategies
The Fund invests primarily in common stocks of medium  capitalization  companies
with strong earnings growth potential.  Under normal market conditions, the Fund
invests at least 65% of its  assets in  companies  with a market  capitalization
between  $1  billion   and  $10  billion  at  the  time  of   purchase.   Market
capitalization  is  defined  as  total  current  market  value  of  a  company's
outstanding common stock.


The  Sub-Advisor,  Invista,  uses  a  bottom-up  approach  in its  selection  of
individual  securities  that it believes  have an above  average  potential  for
earnings  growth.  Selection  is  based on  fundamental  analysis  of a  company
relative to other  companies  with the focus being on  Invista's  assessment  of
current and future sales growth and operating margins.  Up to 25% of Fund assets
may be invested in foreign securities.


Invista focuses its stock  selections on established  companies that it believes
to have sustainable  competitive advantages and reasonable stock prices. It then
constructs a portfolio that is "benchmark  aware" in that it is sensitive to the
sector (companies with similar  characteristics)  and security weightings of its
benchmark.  However,  the Fund is actively  managed and prepared to  over-and/or
under-weight sectors and industries differently from the benchmark.


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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  growth stocks,  may underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the value of the Fund's  assets rise and fall,  the Fund's
share price changes.  If the investor sells Fund shares when their value is less
than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.65%       0.65%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.40%       1.22%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $143      $443

     Advisors Preferred Class              124       387

                           Day-to-day Fund Management

     Since December, 2000   John F. McClain.  Mr. McClain is a portfolio manager
     (Fund's inception)     for  small   company  and  medium   company   growth
                            products. He joined Invista in 1990. Previously,  he
                            was an investment  executive  with Paine Webber.  He
                            earned an MBA from Indiana  University  and a BBA in
                            Economics from the University of Iowa.


MIDCAP S&P 400 INDEX FUND
The Fund seeks long-term growth of capital.


Main Strategies
Under normal market  conditions,  the Fund invests at least 80% of its assets in
common stocks of companies  that compose the Standard & Poor's*  ("S&P")  MidCap
400  Index.  The  Sub-Advisor,   Invista,  attempts  to  mirror  the  investment
performance  of the index by allocating the Fund's assets in  approximately  the
same  weightings as the S&P MidCap 400. The S&P MidCap 400 is an unmanaged index
of 400 common stocks of medium sized U.S. (and some  Canadian)  companies.  Each
stock is weighted by its market capitalization which means larger companies have
greater  representation  in the index than  smaller  ones.  Over the  long-term,
Invista seeks a very close correlation  between  performance of the Fund, before
expenses,  and  that  of the S&P  MidCap  400.  It is  unlikely  that a  perfect
correlation of 1.00 will be achieved.


The Fund uses an indexing  strategy and is not managed  according to traditional
methods of "active"  investment  management.  Active  management  would  include
buying and  selling  securities  based on  economic,  financial  and  investment
judgement.  Instead,  the Fund uses a passive investment  approach.  Rather than
judging  the merits of a  particular  stock in  selecting  investments,  Invista
focuses on tracking the S&P MidCap 400. Invista may also use stock index futures
as a substitute for the sale or purchase of  securities.  It does not attempt to
manage market volatility,  use defensive  strategies or reduce the effect of any
long-term periods of poor stock performance.

The correlation between Fund and index performance may be affected by the Fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of  purchases  and sales of Fund  shares.  The Fund may invest in
futures and options,  which could carry  additional  risks such as losses due to
unanticipated market price movements,  and could also reduce the opportunity for
gain.

Main Risks
Because of the  difficulty  and  expense of  executing  relatively  small  stock
trades,  the Fund may not always be invested in the less  heavily  weighted  S&P
MidCap 400 stocks.  At times, the Fund's  portfolio may be weighted  differently
from the S&P MidCap 400, particularly if the Fund has a small level of assets to
invest.  In addition,  the Fund's  ability to match the  performance  of the S&P
MidCap 400 is  affected to some degree by the size and timing of cash flows into
and out of the Fund. The Fund attempts to minimize such effects.

Invista  reserves  the right to omit or remove  any of the S&P MidCap 400 stocks
from the Fund if it determines  that the stock is not  sufficiently  liquid.  In
addition,  a stock might be excluded or removed  from the Fund if  extraordinary
events or financial  conditions  lead Invista to believe that it should not be a
part of the Fund's assets.

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium capitalization stocks, may underperform compared to other market segments
or to the equity markets as a whole.  Because  different types of stocks tend to
shift in and out of favor  depending  on market  and  economic  conditions,  the
Fund's  performance may sometimes be lower or higher than that of other types of
funds.

The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate dramatically in response to these factors.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital,  willing to accept the potential for volatile fluctuations in
the value of investments and preferring a passive rather than active  management
style.

*  Standard & Poor's Corporation is not affiliated with the MidCap S&P 400 Index
   Fund, Invista Capital Management LLC or Principal Life Insurance Company.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.15%       0.15%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.90%       0.72%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                 $92      $287

     Advisors Preferred Class               74       230

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Robert  Baur,  Ph.D.  Dr.  Baur  joined
     (Fund's inception)     Invista in 1995  after  serving  as a  professor  of
                            finance and economics at Drake  University and Grand
                            View College.  He received his Bachelor's  degree in
                            Mathematics  and his Ph.D.  in  Economics  from Iowa
                            State  University.  Dr. Baur also did  post-doctoral
                            study in finance and economics at the  University of
                            Minnesota.  He also holds a BS in  Mathematics  from
                            Iowa State University.

     Since December, 2000   Co-Manager:   Rhonda  VanderBeek.  Ms.  Vander  Beek
     (Fund's inception)     directs   trading   operations   for  Invista  index
                            accounts.  She joined the Principal  Financial Group
                            in 1983 as a trading  statistical clerk and moved to
                            Invista  in 1992.  Ms.  Vander  Beek  has  extensive
                            experience  trading both domestic and  international
                            securities.


PARTNERS MIDCAP GROWTH FUND
The Fund seeks long-term growth of capital.


Main Strategies
The Fund invests  primarily in common stocks and other equity securities of U.S.
companies with strong earnings growth potential. Under normal market conditions,
the  Fund  invests  at  least  65%  of  its  assets  in  companies  with  market
capitalizations  between $1  billion  and $10  billion at the time of  purchase.
Market  capitalization  is defined as total current  market value of a company's
outstanding common stock.


The Fund invests in securities of companies that are diversified across economic
sectors. It attempts to maintain sector concentrations that approximate those of
its current benchmark, the Russell MidCap Growth Index. The Fund is not an index
fund and does not limit its  investment  to the  securities  of  issuers  in the
Russell  MidCap  Growth  Index.  The Fund may  invest up to 25% of its assets in
securities of foreign companies.

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


Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher taxable  distributions  and lower  performance  due to
increased brokerage costs.


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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  growth stocks,  may underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the value of the Fund's  assets rise and fall,  the Fund's
share price changes.  If the investor sells Fund shares when their value is less
than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.00%       1.00%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.75%       1.57%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $178       $551

     Advisors Preferred Class              160        496

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Robert  E.  Turner,  CFA.  Mr.  Turner,
     (Fund's inception)     Chairman  and  Chief  Investment  Officer,   founded
                            Turner Investment  Partners,  Inc. in 1990. Prior to
                            1990, he was Senior Investment Manager with Meridian
                            Investment  Company.  He has 17 years of  investment
                            experience.  He has  earned  the  right  to use  the
                            Chartered Financial Analyst designation.

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

     Since December, 2000   Co-Manager:  William C. McVail.  Mr. McVail,  Senior
     (Fund's inception)     Equity  Portfolio  Manager,  joined  Turner in 1998.
                            Prior  thereto,  he  was  Portfolio  Manager  at PNC
                            Equity  Advisers.  He has  12  years  of  investment
                            experience.


PARTNERS SMALLCAP GROWTH FUND I
The Fund seeks  long-term  growth of capital.


Main Strategies
To   pursue   its  goal,   the  Fund   invests   mainly  in  common   stocks  of
small-capitalization  companies,  which it defines as those with a total  market
value of no more than $1.5  billion at the time the Fund first  invests in them.
The Fund may continue to hold or add to a position in a stock after it has grown
beyond $1.5 billion.  The Fund seeks to reduce risk by  diversifying  among many
companies  and  industries.  In  addition,  the Fund may invest up to 25% of its
assets in securities of foreign companies.


The Sub-Advisor,  Neuberger Berman, takes a growth approach to selecting stocks,
looking for new companies that are in the  developmental  stage as well as older
companies  that  appear  poised to grow  because  of new  products,  markets  or
management. Factors in identifying these firms may include financial strength, a
strong position  relative to competitors and a stock price that is reasonable in
light of its growth rate.

Neuberger  Berman  follows a  disciplined  selling  strategy and may eliminate a
stock from the  portfolio  when it reaches a target  price,  fails to perform as
expected, or appears substantially less desirable than another stock.


Through active trading,  the Fund may have a high portfolio  turnover rate. High
turnover rates can mean higher taxable  distributions  and lower performance due
to increased brokerage costs.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  growth stocks,  may  underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the values of the Fund's assets rise and fall,  the Fund's
share price  changes.  The Fund's  share price may  fluctuate  more than that of
funds  primarily  invested in stocks of mid and  large-sized  companies  and may
underperform as compared to the securities of larger companies.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.10%       1.10%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.85%       1.67%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $188       $562

     Advisors Preferred Class              170        526

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Michael F. Malouf. Mr. Malouf is a Vice
     (Fund's inception)     President  of  Neuberger   Berman   Management   and
                            Managing  Director of  Neuberger  Berman,  LLC.  Mr.
                            Malouf  joined the firm in 1998.  From 1991 to 1998,
                            he was a Portfolio Manager at another firm.

     Since December, 2000   Co-Manager: Jennifer K. Silver. Ms. Silver is a Vice
     (Fund's inception)     President  of  Neuberger   Berman   Management   and
                            Managing  Director of  Neuberger  Berman,  LLC.  Ms.
                            Silver has been  Director of the Growth Equity Group
                            since  1997  and  was  an  Analyst  and a  Portfolio
                            Manager at another firm from 1981 to 1997.


PARTNERS SMALLCAP GROWTH FUND II
The Fund seeks long-term growth of capital.

Main Strategies
The Fund  pursues its  investment  objective  by  investing  primarily in equity
securities of companies offering superior  prospects for earnings growth.  These
companies are generally characterized as "growth" companies. Under normal market
conditions,  the Fund invests at least 65% of its assets in companies with small
market capitalization.  Market capitalization is defined as total current market
value of a company's  outstanding common stock. The Fund may invest up to 25% of
its assets in securities of foreign companies.

Using its own quantitative process, the Sub-Advisor, Federated, rates the future
performance potential of companies.  Federated evaluates each company's earnings
quality in light of their  current  valuation  to narrow the list of  attractive
companies. Federated then evaluates product positioning,  management quality and
sustainability  of current growth trends of those companies.  Using this type of
fundamental  analysis,  Federated  selects the most promising  companies for the
Fund's portfolio.

Companies  with  similar  characteristics  may  be  grouped  together  in  broad
categories  called  sectors.  In determining the amount to invest in a security,
Federated  limits the Fund's exposure to each business sector that comprises the
S&P 500 Index. The Fund considers its approach aggressive because its strategies
with respect to security analysis, market capitalization,  and sector allocation
are designed to produce a portfolio of stocks whose long-term  growth  prospects
are significantly above those of the S&P 500 Index.  Accordingly,  the prices of
the  stocks  held by the Fund may,  under  certain  market  conditions,  be more
volatile than the prices of stocks selected using a less aggressive approach.

The Fund may  attempt  to manage  market  risk by buying and  selling  financial
futures and options. This may include the purchase of index futures contracts as
a substitute for direct  investments in stocks. It may also include the purchase
and sale of options to protect against general declines in small  capitalization
stocks economically.


The Fund actively  trades its portfolio  securities in an attempt to achieve its
investment  objective.  Active  trading will cause the Fund to have an increased
portfolio  turnover rate, which is likely to generate  short-term gains (losses)
for its  shareholders,  which are taxed at a higher  rate than  long-term  gains
(losses).  Actively trading  portfolio  securities  increases the Fund's trading
costs and may have an adverse impact on the Fund's performance.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

Federated may group companies with similar characteristics into broad categories
called  sectors.  Sector  risk is the  possibility  that a  certain  sector  may
underperform other sectors or the market as a whole. As Federated allocates more
of the Fund's portfolio  holdings to a particular sector, the Fund's performance
will be more susceptible to any economic,  business or other  developments  that
generally affect that sector.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  growth stocks,  may  underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the values of the Fund's assets rise and fall,  the Fund's
share price  changes.  The Fund's  share price may  fluctuate  more than that of
funds  primarily  invested in stocks of mid and  large-sized  companies  and may
underperform as compared to the securities of larger companies.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.00%       1.00%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.75%       1.57%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                 $178      $551

     Advisors Preferred Class               160       496

     Since December, 2000   Co-Manager:  Keith J. Sabol,  CFA.  Mr. Sabol joined
     (Fund's inception)     Federated  in 1994.  He has been a Porfolio  Manager
                            since 1996 and served as an Assistant Vice President
                            of Federated Investment Management Company from 1997
                            to 1998.  He has been a Vice  President of Federated
                            Investment  Management Company since 1998. Mr. Sabol
                            was an Investment Analyst,  and then Equity Research
                            Coordinator  for  Federated  Investment   Management
                            Company  from 1994 to 1996.  Mr. Sabol earned his MS
                            in Industrial  Administration  from Carnegie  Mellon
                            University.  He has  earned  the  right  to use  the
                            Chartered Financial Analyst designation.

     Since December, 2000   Co-Manager:  Aash M.  Shah,  CFA.  Mr.  Shah  joined
     (Fund's inception)     Federated  in 1993 and has been a Portfolio  Manager
                            and  a  Vice   President  of  Federated   Investment
                            Management  Company  since  1997.  Mr.  Shah  was  a
                            Portfolio  Manager and served as an  Assistant  Vice
                            President of Federated Investment Management Company
                            from 1995 through 1996, and as an Investment Analyst
                            from 1993 to 1995.  Mr. Shah received his Masters in
                            Industrial   Administration   from  Carnegie  Mellon
                            University  with  a  concentration  in  Finance  and
                            Accounting.  He has  earned  the  right  to use  the
                            Chartered Financial Analyst designation.


SMALLCAP BLEND FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of small  capitalization  companies.
Under normal market  conditions,  the Fund invests at least 65% of its assets in
companies  with a market  capitalization  of $1.5 billion or less at the time of
purchase.  Market  capitalization  is defined as total current market value of a
company's  outstanding common stock. The Fund may invest up to 25% of its assets
in securities of foreign companies.


In selecting  securities for  investment,  the  Sub-Advisor,  Invista,  looks at
stocks with value and/or  growth  characteristics  and  constructs an investment
portfolio that has a "blend" of stocks with these  characteristics.  In managing
the  assets of the Fund,  Invista  does not have a policy of  preferring  one of
these categories to the other. The value orientation emphasizes buying stocks at
less than  their  investment  value and  avoiding  stocks  whose  price has been
artificially  built up.  The  growth  orientation  emphasizes  buying  stocks of
companies  whose  potential for growth of capital and earnings is expected to be
above  average.  Selection  is  based on  fundamental  analysis  of the  company
relative to other  companies  with the focus being on  Invista's  estimation  of
forward looking rates of return.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small capitalization  stocks, may underperform compared to the equity markets as
a whole.  The value of the Fund's  equity  securities  may  fluctuate on a daily
basis.  As with all mutual  funds,  as the values of the Fund's  assets rise and
fall, the Fund's share price changes.  The Fund's share price may fluctuate more
than that of funds primarily invested in stocks of mid and large-sized companies
and may underperform as compared to the securities of larger  companies.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the potential for volatile  fluctuations
in the value of investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.75%       0.75%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses...................   0.38        0.26

         Total Fund Operating Expenses   1.50%       1.32%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $153      $474

     Advisors Preferred Class              134       418

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Tom Morabito,  CFA. Mr. Morabito joined
     (Fund's inception)     Invista  in  2000  as  the  lead   small-cap   value
                            portfolio  manager.  He has  more  than 12  years of
                            analytical and portfolio management expertise. Since
                            1994,  Mr.   Morabito  was  a  manager  for  INVESCO
                            Management  &  Research.  He  received  his  MBA  in
                            Finance  from   Northeastern   University   and  his
                            Bachelor's degree in Economics from State University
                            of New  York.  He has  earned  the  right to use the
                            Chartered Financial Analyst designation.

     Since December, 2000   Co-Manager:  Michael L.  Johnson.  Mr.  Johnson is a
     (Fund's inception)     portfolio  manager of Invista.  He performs security
                            analysis  and  strategy  development  for the firm's
                            growth   equity   research   effort.   Mr.   Johnson
                            specializes  in the capital  goods,  health care and
                            technology  sectors.  He joined  Invista in 1992. He
                            received  his  MBA  from  Drake  University  and his
                            Bachelor's  degree in  business  administration  and
                            finance  from the  University  of  Nebraska.  He has
                            earned  the  right  to use the  Chartered  Financial
                            Analyst designation. .


SMALLCAP GROWTH FUND
The Fund seeks long-term growth of capital.

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

The  Sub-Advisor,  Invista,  uses  a  bottom-up  approach  in its  selection  of
individual  securities  that it believes  have an above  average  potential  for
earnings  growth.  Selection  is  based on  fundamental  analysis  of a  company
relative to other  companies  with the focus being on  Invista's  assessment  of
current and future sales growth and operating margins.  Up to 25% of Fund assets
may be invested in foreign securities.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  growth stocks,  may  underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the values of the Fund's assets rise and fall,  the Fund's
share price  changes.  The Fund's  share price may  fluctuate  more than that of
funds  primarily  invested in stocks of mid and  large-sized  companies  and may
underperform as compared to the securities of larger companies.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.75%       0.75%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses...................   0.38        0.26

         Total Fund Operating Expenses   1.50%       1.32%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $153      $474

     Advisors Preferred Class              134       418

                           Day-to-day Fund Management

     Since December, 2000   John F. McClain.  Mr. McClain is a portfolio manager
     (Fund's inception)     for  small   company  and  medium   company   growth
                            products. He joined Invista in 1990. Previously,  he
                            was an investment  executive  with Paine Webber.  He
                            earned an MBA from Indiana  University  and a BBA in
                            Economics from the University of Iowa.


SMALLCAP S&P 600 INDEX FUND
The Fund seeks long-term growth of capital.


Main Strategies
Under normal market  conditions,  the Fund invests at least 80% of its assets in
common stocks of companies that compose the Standard & Poor's* ("S&P")  SmallCap
600  Index.  The  Sub-Advisor,   Invista,  attempts  to  mirror  the  investment
performance  of the index by allocating the Fund's assets in  approximately  the
same  weightings  as the S&P SmallCap  600. The S&P SmallCap 600 is an unmanaged
index of 600  domestic  stocks  chosen for market size,  liquidity  and industry
group representation.  Each stock is weighted by its market capitalization which
means larger  companies  have greater  representation  in the index than smaller
ones.  Over  the  long-term,  Invista  seeks a very  close  correlation  between
performance of the Fund,  before expenses,  and that of the S&P SmallCap 600. It
is unlikely that a perfect correlation of 1.00 will be achieved.


The Fund uses an indexing  strategy and is not managed  according to traditional
methods of "active"  investment  management.  Active  management  would  include
buying and  selling  securities  based on  economic,  financial  and  investment
judgement.  Instead,  the Fund uses a passive investment  approach.  Rather than
judging  the merits of a  particular  stock in  selecting  investments,  Invista
focuses on  tracking  the S&P  SmallCap  600.  Invista  may also use stock index
futures as a  substitute  for the sale or  purchase of  securities.  It does not
attempt to manage  market  volatility,  use  defensive  strategies or reduce the
effect of any long-term periods of poor stock performance.

The correlation between Fund and index performance may be affected by the Fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of  purchases  and sales of Fund  shares.  The Fund may invest in
futures and options,  which could carry  additional  risks such as losses due to
unanticipated market price movements,  and could also reduce the opportunity for
gain.

Main Risks
Because of the  difficulty  and  expense of  executing  relatively  small  stock
trades,  the Fund may not always be invested in the less  heavily  weighted  S&P
SmallCap 600 stocks. At times, the Fund's portfolio may be weighted  differently
from the S&P SmallCap 600,  particularly if the Fund has a small level of assets
to invest.  In addition,  the Fund's ability to match the performance of the S&P
SmallCap  600 is  affected  to some  degree by the size and timing of cash flows
into and out of the Fund. The Fund attempts to minimize such effects.

Invista  reserves the right to omit or remove any of the S&P SmallCap 600 stocks
from the Fund if it determines  that the stock is not  sufficiently  liquid.  In
addition,  a stock might be excluded or removed  from the Fund if  extraordinary
events or financial  conditions  lead Invista to believe that it should not be a
part of the Fund's assets.

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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility than investments in larger,  more mature  companies.
Smaller  companies  may be  developing or marketing new products or services for
which markets are not yet  established and may never become  established.  While
small,  unseasoned companies may offer greater  opportunities for capital growth
than larger,  more  established  companies,  they also involve greater risks and
should be considered speculative.

The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate dramatically in response to these factors. The Fund's
share price may fluctuate more than that of funds  primarily  invested in stocks
of  mid-sized  and large  companies  and may  underperform  as  compared  to the
securities  of larger  companies.  If the investor  sells Fund shares when their
value is less than the price the investor paid for them,  the investor will lose
money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital,  willing to accept the potential for volatile fluctuations in
the value of investments and preferring a passive rather than active  management
style.

*  Standard & Poor's  Corporation  is not  affiliated  with the SmallCap S&P 600
   Index Fund,  Invista  Capital  Management,  LLC or Principal  Life  Insurance
   Company.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.15%       0.15%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses...................   0.38        0.26

         Total Fund Operating Expenses   0.90%       0.72%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class    $92     $287

     Advisors Preferred Class  74      230

                           Day-to-day Fund Management

     Since December, 2000   Co-Manager:  Robert  Baur,  Ph.D.  Dr.  Baur  joined
     (Fund's inception)     Invista in 1995  after  serving  as a  professor  of
                            finance and economics at Drake  University and Grand
                            View College.  He received his Bachelor's  degree in
                            Mathematics  and his Ph.D.  in  Economics  from Iowa
                            State  University.  Dr. Baur also did  post-doctoral
                            study in finance and economics at the  University of
                            Minnesota.  He also holds a BS in  Mathematics  from
                            Iowa State University.

     Since December, 2000   Co-Manager:   Rhonda  VanderBeek.  Ms.  Vander  Beek
     (Fund's inception)     directs   trading   operations   for  Invista  index
                            accounts.  She joined the Principal  Financial Group
                            in 1983 as a trading  statistical clerk and moved to
                            Invista  in 1992.  Ms.  Vander  Beek  has  extensive
                            experience  trading both domestic and  international
                            securities.


SMALLCAP VALUE FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of small  capitalization  companies.
Under normal market  conditions,  the Fund invests at least 65% of its assets in
companies  with a market  capitalization  of $1.5 billion or less at the time of
purchase.  Market  capitalization  is defined as total current market value of a
company's  outstanding common stock. The Fund may invest up to 25% of its assets
in securities of foreign companies.  Up to 25% of Fund assets may be invested in
foreign securities.

The Fund specializes in stocks of small-sized  companies that are undervalued at
the time of purchase.  These  stocks are often  characterized  by  below-average
stock price/earnings ratios and above-average  dividend yields. The Sub-Advisor,
Invista,  selects the Fund's  investments  primarily on the basis of fundamental
security  analysis,  focusing  on  the  company's  financial  stability,  sales,
earnings,  dividend trends, return on equity and industry trends. The Fund often
invests in stocks considered temporarily out of favor. Investors often overreact
to bad news and do not respond quickly to good news. This results in undervalued
stocks of the type held by this Fund.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  value  stocks,  may  underperform  compared to the equity
markets as a whole. The value of the Fund's equity securities may fluctuate on a
daily basis.  As with all mutual funds,  as the values of the Fund's assets rise
and fall, the Fund's share price  changes.  The Fund's share price may fluctuate
more  than that of funds  primarily  invested  in stocks of mid and  large-sized
companies  and  may  underperform  as  compared  to  the  securities  of  larger
companies.  If the investor  sells Fund shares when their value is less than the
price the investor paid for them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the potential for volatile  fluctuations
in the value of investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.75%       0.75%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses...................   0.38        0.26

         Total Fund Operating Expenses   1.50%       1.32%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $153      $474

     Advisors Preferred Class              134       418

                           Day-to-day Fund Management

     Since December, 2000   Tom Morabito,  CFA. Mr.  Morabito  joined Invista in
     (Fund's inception)     2000 as the lead small-cap value portfolio  manager.
                            He  has  more  than  12  years  of  analytical   and
                            portfolio  management  expertise.  Since  1994,  Mr.
                            Morabito  was a manager  for  Invesco  Management  &
                            Research.  He  received  his  MBA  in  Finance  from
                            Northeastern University and his Bachelor's degree in
                            Economics from State  University of New York. He has
                            earned  the  right  to use the  Chartered  Financial
                            Analyst designation.


TECHNOLOGY FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests  primarily in common stocks and other  securities of technology
and  telecommunications  companies domiciled in any of the nations of the world.
The  Sub-Advisor,   BT  believes  that  as  markets  are  becoming  increasingly
globalized,  companies can no longer be researched on a purely  regional  basis.
Companies are increasingly  influenced by global, not just local trends, and for
this reason BT believes  that  analysis and research  needs to be conducted in a
global context.  BT considers  companies in a broad range of  technology-related
industries,  generally including:  computers;  software and peripheral products;
electronics; communications equipment and services; and information services.

The  Sub-Advisor,  BT,  selects  securities for the Fund based on its own global
investment  research.  The research program is focused on three key criteria:
o    business franchise - considering factors such as the company's relationship
     with its suppliers and customers, the degree of rivalry with competitors as
     well as the exposure to regulatory and technological risk;
o    quality of management - assessing  the company's  management on its ability
     to execute  current  business  plans,  manage the  capital  invested in the
     business as well as the level of transparency  with respect to strategy and
     operations; and
o    business  valuation  -  determining  the private  market or `true  business
     value' of the firm.

BT's qualitative analysis is complemented by disciplined  valuation  techniques.
These include proprietary models as well as conventional market measurements and
industry  specific models of relative value.  This analytical  framework ensures
consistency and  transparency  throughout the research  process.  Portfolios are
constructed  and managed  within  predetermined  guidelines  that are  regularly
monitored by BT.

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

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


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The  Fund is also  subject  to the  risk  that  its  principal  market  segment,
technology stocks, may underperform  compared to other market segments or to the
equity markets as a whole. The competitive pressures of advancing technology and
the number of companies  and product  offerings  which  continue to expand could
cause  technology  companies to become  increasingly  sensitive to short product
cycles and aggressive  pricing.  To the extent that the Fund's  investments  are
concentrated in issuers  conducting  business in the same industry,  the Fund is
subject to legislative or regulatory  changes,  adverse market conditions and/or
increased competition affecting that industry.


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


The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  In the  short-term,  stock prices can  fluctuate  dramatically  in
response to these factors. If the investor sells Fund shares when their value is
less than the price the investor paid for them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital in the  technology and  telecommunications  sector and who are
able to assume the increased  risks of higher price  volatility  associated with
such investments.  In addition, an investor must be able to assume the increased
risks of higher price  volatility  and  currency  fluctuations  associated  with
investments in international stocks which trade in non-U.S. currencies.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.00%       1.00%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.75%       1.57%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $178       $551

     Advisors Preferred Class              160        496

                           Day-to-day Fund Management

     Since December, 2000   David Mills is  Executive  Vice  President of BT and
     (Fund's inception)     serves as its head of U.S. Equities.  He joined BT's
                            retail unit trust team in January 1990 as an Analyst
                            in European equities.  In July 1996, he assumed fund
                            management  responsibility  for  all of  the  direct
                            European investment vehicles offered by BT.

Dynamic Funds

EUROPEAN FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in equity securities of companies domiciled or in the
opinion of the Sub-Advisor,  BT, having their core business in Europe.  The Fund
may also  invest  in other  securities  of such  companies.  The Fund  offers an
opportunity  to  invest in a region  with a wide  spread  of  industries  and in
companies which, in the opinion of BT, may be undervalued.


The Fund  invests  in  securities  listed  on  foreign  or  domestic  securities
exchanges, securities traded in foreign or domestic over-the-counter markets and
depositary receipts.  Under normal market conditions,  the Fund invests at least
65% of its assets in European securities. These include securities of:
o    companies organized under the laws of European countries;
o    companies  for  which  the  principal  securities  trading  market  is in a
     European country; and
o    companies, regardless of where their securities are traded, that derive 50%
     or more of their total  revenue from either  goods or services  produced or
     sales made in European countries.


The  global  equity   investment   philosophy   of  BT  is  to  exploit   market
inefficiencies that arise from differing  interpretations of market information.
As a result, in BT's view, a company's share price does not always represent its
true "business  value." BT actively  invests in those companies that it believes
have  been  mispriced  by  investment   markets.   In  order  to  exploit  these
inefficiencies successfully, BT seeks to enhance investment returns through:
     o    rigorous  proprietary  stock  research which enables their analysts to
          understand the:
     o    quality of the company;
     o    nature of its management;
     o    nature of its industry competition; and
     o    business valuation - the true "business value" of the company;

o    maintaining global coverage within the universe of investment choices; and
o    maintaining a medium-term focus.
As a result,  the Fund's  portfolio  reflects  the  opportunities  presented  by
mispriced  companies that offer the potential for strong,  long-term  investment
returns with an acceptable level of investment risk.

Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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


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

The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  In the  short-term,  stock prices can  fluctuate  dramatically  in
response to these factors. If the investor sells Fund shares when their value is
less than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital in European markets who are able to assume the increased risks
of higher price volatility and currency fluctuations associated with investments
in international stocks which trade in non-U.S. currencies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.00%       1.00%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.75%       1.57%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $178       $551

     Advisors Preferred Class              160        496

                           Day-to-day Fund Management

     Since December, 2000   Crispin  Murray,  Executive  Vice  President  of BT,
     (Fund's inception)     joined BT in April 1994 as an Investment Analyst. In
                            1995,   his  role  became  pure  European   equities
                            analysis    covering    banks,    telecommunication,
                            telecommunication  equipment  and  media.  In  April
                            1998, he became Head of European Equities and in May
                            1998 became  coordinator  for BTFM's Global  Banking
                            Group.  His global sector  responsibilities  include
                            telecommunications  and banks.  Prior to joining BT,
                            Mr.  Murray  worked  for  Equitable  Life  Assurance
                            Society in the UK as a bond & currency  analyst.  He
                            received  an  Honours  degree in  Economics  & Human
                            Geography from Reading University in the UK.


INTERNATIONAL EMERGING MARKETS FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund  seeks to  achieve  its  objective  by  investing  in common  stocks of
companies in emerging market countries. For this Fund, the term "emerging market
country" means any country which is considered to be an emerging  country by the
international   financial  community   (including  the  International  Bank  for
Reconstruction   and  Development  (also  known  as  the  World  Bank)  and  the
International  Financial  Corporation).  These countries generally include every
nation in the world except the United  States,  Canada,  Japan,  Australia,  New
Zealand and most nations located in Western  Europe.  Investing in many emerging
market  countries is not feasible or may involve  unacceptable  political  risk.
Invista,  the  Sub-Advisor,  focuses on those emerging market  countries that it
believes have strongly developing  economies and markets which are becoming more
sophisticated.


Under  normal  conditions,  at least 65% of the Fund's  assets are  invested  in
emerging market country equity securities.  The Fund invests in securities of:
o    companies  with their  principal  place of business or principal  office in
     emerging market countries;
o    companies for which the principal  securities trading market is an emerging
     market country; or
o    companies, regardless of where their securities are traded, that derive 50%
     or more of their total  revenue from either  goods or services  produced in
     emerging market countries or sales made in emerging market countries.


Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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

Investments in emerging market countries involve special risks. Certain emerging
market countries have historically experienced,  and may continue to experience,
certain  economic  problems.  These may include:  high rates of inflation,  high
interest rates,  exchange rate  fluctuations,  large amounts of debt, balance of
payments and trade difficulties, and extreme poverty and unemployment.


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate  dramatically  in response to these  factors.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.

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

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital in  securities  of emerging  market  countries who are able to
assume the increased risks of higher price volatility and currency  fluctuations
associated  with  investments  in  international  stocks which trade in non-U.S.
currencies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.35%       1.35%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   2.10%       1.92%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

         Advisors Select Class            $213       $658

         Advisors Preferred Class          195        603

                           Day-to-day Fund Management

     Since December, 2000   Kurtis D. Spieler,  CFA. Mr.  Spieler is a portfolio
     (Fund's inception)     manager    specializing   in   the   management   of
                            international  equity  portfolios.   He  joined  the
                            Principal  Financial  Group in 1987 in the  Treasury
                            operation  as a  securities  analyst  and  moved  to
                            Invista in 1991. Mr.  Spieler  received his MBA from
                            Drake University and his BBA in Accounting from Iowa
                            State University. He has earned the right to use the
                            Chartered Financial Analyst designation.


INTERNATIONAL FUND I
The Fund seeks long-term growth of capital.


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


The Fund has no limitation on the  percentage of assets that are invested in any
one country or  denominated  in any one  currency.  However  under normal market
conditions,  the Fund  intends  to have at least 65% of its assets  invested  in
companies in at least three different  countries.  One of those countries may be
the U.S.  though  currently  the Fund  does  not  intend  to  invest  in  equity
securities of U.S. companies.

Investments may be made anywhere in the world. Primary consideration is given to
securities of  corporations  of Western  Europe,  North America and  Australasia
(Australia,  Japan  and Far  East  Asia).  Changes  in  investments  are made as
prospects change for particular countries, industries or companies.

In choosing investments for the Fund, the Sub-Advisor,  Invista, pays particular
attention to the long-term  earnings  prospects of the various  companies  under
consideration.  Invista then weighs those prospects relative to the price of the
security.

Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate  dramatically  in response to these  factors.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of  capital in  markets  outside  of the U.S.  who are able to assume the
increased risks of higher price volatility and currency fluctuations  associated
with investments in international stocks which trade in non-U.S. currencies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   0.90%       0.90%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.65%       1.47%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $168       $520

     Advisors Preferred Class              150        465

                           Day-to-day Fund Management

     Since December, 2000   Kurtis D. Spieler,  CFA. Mr.  Spieler is a portfolio
     (Fund's inception)     manager    specializing   in   the   management   of
                            international  equity  portfolios.   He  joined  the
                            Principal  Financial  Group in 1987 in the  Treasury
                            operation  as a  securities  analyst  and  moved  to
                            Invista in 1991. Mr.  Spieler  received his MBA from
                            Drake University and his BBA in Accounting from Iowa
                            State University. He has earned the right to use the
                            Chartered Financial Analyst designation.


INTERNATIONAL FUND II
The Fund seeks long-term growth of capital.


Main Strategies
The Fund invests in common stocks and other securities of companies domiciled in
any of the  nations  of the world.  The Fund  invests  in  securities  listed on
foreign  or  domestic  securities  exchanges,  securities  traded in  foreign or
domestic   over-the-counter   markets  and  depositary  receipts.  It  purchases
securities of:
o    companies  with their  principal  place of  business or  principal  offices
     outside the U.S.;
o    companies for which the principal  securities trading market is outside the
     U.S.; or
o    companies, regardless of where their securities are traded, that derive 50%
     or more of their total  revenue from either  goods or services  produced or
     sales made outside the U.S.


The  Sub-Advisor,  BT,  selects  securities for the Fund based on its own global
investment  research.  The research program is focused on three key criteria:
o    business franchise - considering factors such as the company's relationship
     with its suppliers and customers, the degree of rivalry with competitors as
     well as the exposure to regulatory and technological risk;
o    quality of management - assessing  the company's  management on its ability
     to execute  current  business  plans,  manage the  capital  invested in the
     business as well as the level of transparency  with respect to strategy and
     operations; and
o    business  valuation  -  determining  the private  market or `true  business
     value' of the firm.

BT's qualitative analysis is complemented by disciplined  valuation  techniques.
These include proprietary models as well as conventional market measurements and
industry  specific models of relative value.  This analytical  framework ensures
consistency and  transparency  throughout the research  process.  Portfolios are
constructed  and managed  within  predetermined  guidelines  that are  regularly
monitored by BT.

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

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

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


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  In the  short-term,  stock prices can  fluctuate  dramatically  in
response to these factors. If the investor sells Fund shares when their value is
less than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  growth of
capital in  markets  outside  of the U.S.  who are able to assume the  increased
risks of higher price  volatility  and  currency  fluctuations  associated  with
investments in international stocks which trade in non-U.S. currencies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.00%       1.00%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.75%       1.57%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $178       $551

     Advisors Preferred Class              160        496

                           Day-to-day Fund Management

     Since December, 2000   Christopher  Selth,  Executive Vice President of BT,
     (Fund's inception)     was appointed its head of International  Equities in
                            1998 and its  joint  head of  Equities  in 1999.  He
                            joined BT in 1987 as an  Investment  Analyst  in the
                            retail unit trust  group.  In 1988,  he was assigned
                            the responsibility to cover European  equities.  Mr.
                            Selth  was  given  responsibility  for the  European
                            component  of all retail  unit trusts in March 1994.
                            Since  November  1996, he has been  responsible  for
                            institutional   and  retail  European   investments,
                            supervising   all  European   activities,   and  the
                            European funds  management  group.  Prior to joining
                            BT, Mr. Selth worked with QBE  Insurance  Limited in
                            investment  management  as an assistant to the Group
                            Treasurer. He holds a Bachelor's degree in Economics
                            (Honours) from the University of Sydney.


INTERNATIONAL SMALLCAP FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund  invests  primarily in equity  securities  of non-U.S.  companies  with
comparatively  smaller market  capitalizations.  Under normal market conditions,
the Fund invests at least 65% of its assets in  securities  of companies  having
market  capitalizations of $1.5 billion or less at the time of purchase.  Market
capitalization  is  defined  as  total  current  market  value  of  a  company's
outstanding common stock.


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


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

Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate  dramatically  in response to these  factors.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of  capital  in smaller  companies  outside  of the U.S.  who are able to
assume the increased risks of higher price volatility and currency  fluctuations
associated  with  investments  in  international  stocks which trade in non-U.S.
currencies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.20%       1.20%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.95%       1.77%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

     Advisors Select Class                $198       $612

     Advisors Preferred Class              180        557

                           Day-to-day Fund Management

     Since December, 2000   Darren K. Sleister, CFA. Mr. Sleister is a portfolio
     (Fund's inception)     manager    specializing   in   the   management   of
                            international equity portfolios. Mr. Sleister joined
                            Invista in 1993.  He received his MBA in  Investment
                            and Corporate  Finances from the  University of Iowa
                            and his  Bachelor's  degree in  Communications  from
                            Central College.  He has earned the right to use the
                            Chartered Financial Analyst designation.


PACIFIC BASIN FUND
The Fund seeks long-term growth of capital.


Main Strategies
The Fund invests primarily in equity securities (or other securities with equity
characteristics)  of issuers  located in the  Pacific  Basin  region,  including
Japan. The Fund invests in securities  listed on foreign or domestic  securities
exchanges, securities traded in foreign or domestic over-the-counter markets and
depositary receipts.  Under normal market conditions,  the Fund invests at least
65% of its assets in such  securities.  The  Fund's  investments  are  generally
diversified  among  securities of issuers of several  Pacific  Basin  countries,
which  include but are not  limited  to:  Australia,  China,  Hong Kong,  India,
Indonesia,  Japan,  Malaysia,  New Zealand,  Singapore,  Sri Lanka, South Korea,
Thailand, Taiwan and Vietnam. These include securities of:
o    companies organized under the laws of Pacific Basin countries;
o    companies for which the principal securities trading market is in a Pacific
     Basin country; and
o    companies, regardless of where their securities are traded, that derive 50%
     or more of their total  revenue from either  goods or services  produced or
     sales made in Pacific Basin countries.


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

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

Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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


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

The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate  dramatically  in response to these  factors.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.

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

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital in Pacific  Basin markets who are able to assume the increased
risks of higher price  volatility  and  currency  fluctuations  associated  with
investments in international stocks which trade in non-U.S. currencies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                       Advisors    Advisors
                                        Select     Preferred
                                         Class       Class

     Management Fees..................   1.00%       1.00%
     12b-1 Fees.......................   0.37        0.31
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.75%       1.57%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

                                    Examples

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

                                         1 Year    3 Years

         Advisors Select Class             $178      $551

         Advisors Preferred Class           160       496

                           Day-to-day Fund Management

     Since  December,  2000 Dean Cashman is Executive  Vice  President of BT and
     (Fund's  inception)    serves as head of Japanese equities. He joined BT in
                            January 1988,  initially involved in the liquids and
                            fixed  interest  group,  but  moved to the  European
                            equity group in late 1989  specializing in the Latin
                            Block countries  including France,  Italy and Spain.
                            He started  working on Japanese  equities at the end
                            of 1991 and  subsequently  took over  responsibility
                            for the  group.  Mr.  Cashman  received  a degree in
                            Economics from the University of Queensland.


General Information

THE COSTS OF INVESTING

Fees and Expenses of the Funds
The shares of the Funds are sold  without a  front-end  sales  charge and do not
have a contingent  deferred sales charge.  There is no sales charge on shares of
the Funds purchased with reinvested dividends or other distributions.  The Funds
do not pay any fees other than  those  described  below and do not pay any other
expenses.


Ongoing Fees
Each Fund pays  ongoing  fees to the Manager and others who provide  services to
the Fund.  They reduce the value of each share.  Because they are ongoing  fees,
they  increase  the cost of  investing  in the  Funds.  These  fees  include:
o    Management  Fee - Through  the  Management  Agreement  with the  Fund,  the
     Manager has agreed to provide  investment  advisory  services and corporate
     administrative services to the Funds.
o    Distribution Fee - Each of the Funds has adopted a distribution  plan under
     Rule 12b-1 of the 1940 Act for its Advisors  Select and Advisors  Preferred
     share classes. These ongoing fees pay distribution expenses for the sale of
     Fund shares by Princor and other selling  dealers.  Under the plan, each of
     those  classes of each Fund pays a  distribution  fee based on the  average
     daily net asset value (NAV) of the Fund.  Over time,  these fees may exceed
     other types of sales charges.
o    Service Fee - The Manager has entered  into a Services  Agreement  with the
     Fund under which the Manager performs personal services to shareholders.
o    Administrative Service Fee - The Manager has entered into an Administrative
     Services  Agreement with the Fund under which the Manager provides transfer
     agent and corporate  administrative  services to the Fund. In addition, the
     Manager  has  assumed  the  responsibility  for  communications   with  and
     recordkeeping services for beneficial owners of Fund shares.
o    Portfolio  Accounting  Services - The Manager has entered into an agreement
     with the  Fund  under  which  the  Manager  supplies  portfolio  accounting
     services. Currently there is no charge for these services.

Conversion Features
Principal Investors Fund will:
o    convert all  Advisors  Select  shares held by a plan to Advisors  Preferred
     shares if the  aggregate  value of the shares  exceeds  $10  million on the
     annual  determination  date (which shall be the 75th day (or prior business
     day) before the plan year-end);
o    convert all  Advisors  Preferred  shares held by a plan to Advisors  Select
     shares if the aggregate  value of the shares is less than $8 million on the
     annual determination date;
o    effect  the  conversion  on the  basis of  relative  net  assets of the two
     classes without any charge; and
o    make the conversion  effective on the 30th day (or next business day) after
     the annual determination date.


CERTAIN INVESTMENT STRATEGIES AND RELATED RISKS

The Statement of Additional  Information (SAI) contains  additional  information
about investment strategies and their related risks.


Securities and Investment Practices
Equity  securities   include  common  stocks,   preferred  stocks,   convertible
securities,  depositary receipts and warrants.  Common stocks, the most familiar
type, represent an equity (ownership) interest in a corporation. Although equity
securities have a history of long-term  growth in value,  their prices fluctuate
based on changes in a company's  financial  condition and in overall  market and
economic  conditions.  Smaller  companies  are  especially  sensitive  to  these
factors.


Fixed-income  securities  include bonds and other debt instruments that are used
by  issuers to borrow  money  from  investors.  The  issuer  generally  pays the
investor a fixed,  variable or floating  rate of interest.  The amount  borrowed
must be repaid at maturity. Some debt securities,  such as zero coupon bonds, do
not pay current interest, but are sold at a discount from their face values.

Fixed-income  securities are sensitive to changes in interest rates. In general,
fixed-income  security  prices  rise  when  interest  rates  fall and fall  when
interest rates rise.  Longer term bonds and zero coupon bonds are generally more
sensitive to interest rate changes.

Fixed-income  security  prices are also  affected  by the credit  quality of the
issuer. Investment grade debt securities are medium and high quality securities.
Some  bonds,  such  as  lower  grade  or  "junk"  bonds,  may  have  speculative
characteristics and may be particularly sensitive to economic conditions and the
financial condition of the issuers.

Repurchase Agreements and Loaned Securities
Each of the Funds may invest a portion of its assets in  repurchase  agreements.
Repurchase  agreements  typically involve the purchase of debt securities from a
financial   institution  such  as  a  bank,  savings  and  loan  association  or
broker-dealer.  A repurchase  agreement provides that the Fund sells back to the
seller and that the seller repurchases the underlying  securities at a specified
price on a specific date. Repurchase agreements may be viewed as loans by a Fund
collateralized by the underlying securities. This arrangement results in a fixed
rate of return  that is not subject to market  fluctuation  while the Fund holds
the security.  In the event of a default or  bankruptcy  by a selling  financial
institution, the affected Fund bears a risk of loss. To minimize such risks, the
Fund enters into  repurchase  agreements only with large,  well-capitalized  and
well-established   financial  institutions.   In  addition,  the  value  of  the
collateral  underlying the repurchase  agreement is always at least equal to the
repurchase price, including accrued interest.

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

Currency Contracts
The Funds may each enter  into  forward  currency  contracts,  currency  futures
contracts  and  options,  and  options  on  currencies  for  hedging  and  other
non-speculative  purposes.  A forward  currency  contract  involves a  privately
negotiated  obligation to purchase or sell a specific  currency at a future date
at a price set in the contract.  A Fund will not hedge  currency  exposure to an
extent greater than the aggregate  market value of the securities  held or to be
purchased by the Fund (denominated or generally quoted or currently  convertible
into the currency).

Hedging  is a  technique  used  in  an  attempt  to  reduce  risk.  If a  Fund's
Sub-Advisor hedges market conditions incorrectly or employs a strategy that does
not correlate well with the Fund's investment,  these techniques could result in
a loss. These techniques may increase the volatility of a Fund and may involve a
small  investment  of cash  relative to the  magnitude of the risk  assumed.  In
addition,  these  techniques  could  result in a loss if the other  party to the
transaction  does not perform as  promised.  There is also a risk of  government
action through exchange  controls that would restrict the ability of the Fund to
deliver or receive currency.

Forward Commitments
Each of the Funds may enter into forward commitment agreements. These agreements
call for the Fund to  purchase  or sell a security  on a future  date at a fixed
price.  Each of the Funds may also enter into contracts to sell its  investments
either on demand or at a specific interval.

Warrants
Each of the Funds may invest up to 5% of its assets in warrants.  A warrant is a
certificate  granting its owner the right to purchase securities from the issuer
at a specified price, normally higher than the current market price.

Risks of High Yield Securities
The Balanced and Bond & Mortgage  Securities Funds may invest in debt securities
rated lower than BBB by S&P or Baa by Moody's or, if not rated, determined to be
of equivalent quality by the Sub-Advisor. Such securities are sometimes referred
to as high yield or "junk bonds" and are considered speculative.

Investment in high yield bonds  involves  special risks in addition to the risks
associated with investment in highly rated debt securities. High yield bonds may
be regarded as predominantly speculative with respect to the issuer's continuing
ability to meet principal and interest payments.  Moreover, such securities may,
under certain circumstances, be less liquid than higher rated debt securities.

Analysis of the creditworthiness of issuers of high yield securities may be more
complex  than for issuers of higher  quality debt  securities.  The ability of a
Fund to achieve its investment objective may, to the extent of its investment in
high yield bonds,  be more  dependent on such credit  analysis than would be the
case if the Fund were investing in higher quality bonds.

High yield bonds may be more  susceptible to real or perceived  adverse economic
and competitive  industry conditions than higher grade bonds. The prices of high
yield bonds have been found to be less  sensitive to interest  rate changes than
more highly rated investments,  but more sensitive to adverse economic downturns
or  individual  corporate  developments.  If the  issuer  of  high  yield  bonds
defaults, a Fund may incur additional expenses to seek recovery.

The  secondary  market on which high yield  bonds are traded may be less  liquid
than the market for higher grade bonds.  Less liquidity in the secondary trading
market could adversely  affect the price at which a Fund could sell a high yield
bond and could adversely affect and cause large  fluctuations in the daily price
of the Fund's shares. Adverse publicity and investor perceptions, whether or not
based on  fundamental  analysis,  may decrease  the value and  liquidity of high
yield bonds, especially in a thinly traded market.

The use of credit ratings for evaluating high yield bonds also involves  certain
risks. For example, credit ratings evaluate the safety of principal and interest
payments,  not the market value risk of high yield bonds.  Also,  credit  rating
agencies  may fail to  change  credit  ratings  in a timely  manner  to  reflect
subsequent  events.  If a credit rating agency changes the rating of a portfolio
security  held by a Fund,  the Fund may retain the  security if the  Sub-Advisor
thinks it is in the best interest of shareholders.

Derivatives
To the extent permitted by its investment  objectives and policies,  each of the
Funds may invest in  securities  that are  commonly  referred  to as  derivative
securities.  Generally,  a derivative is a financial  arrangement,  the value of
which is derived  from, or based on, a traditional  security,  asset,  or market
index.   Certain   derivative   securities  are  described  more  accurately  as
index/structured   securities.   Index/structured   securities   are  derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts),  currencies, interest rates, indices or other financial
indicators (reference indices).

Some derivatives,  such as mortgage-related  and other asset-backed  securities,
are in many  respects  like  any  other  investment,  although  they may be more
volatile or less liquid than more traditional debt securities.

There are many  different  types of  derivatives  and many different ways to use
them. Futures and options are commonly used for traditional  hedging purposes to
attempt to protect a Fund from exposure to changing  interest rates,  securities
prices,  or  currency  exchange  rates  and for cash  management  purposes  as a
low-cost method of gaining  exposure to a particular  securities  market without
investing directly in those securities.

No Fund may invest in a derivative  security  unless the reference  index or the
instrument  to which it  relates is an  eligible  investment  for the Fund.  For
example,  a security whose  underlying value is linked to the price of oil would
not be a permissible  investment  because the Funds may not invest in oil leases
or futures.

The return on a derivative  security may  increase or decrease,  depending  upon
changes in the  reference  index or  instrument  to which it relates.  The risks
associated with derivative  investments  include:
o    the risk that the underlying security, interest rate, market index or other
     financial asset will not move in the direction the Sub-Advisor anticipated;
o    the possibility that there may be no liquid secondary market which may make
     it difficult or impossible to close out a position when desired;
o    the risk that adverse price movements in an instrument can result in a loss
     substantially greater than a Fund's initial investment; and
o    the counterparty may fail to perform its obligations.


Foreign Securities
Each of the following Funds may invest in securities of foreign  companies.  For
the purpose of this  restriction,  foreign companies are:
o    companies  with their  principal  place of  business  or  principal  office
     outside the U.S.; and
o    companies for which the principal  securities trading market is outside the
     U.S.


The European Equity,  International I, International II, International  Emerging
Markets,  International  SmallCap,  Pacific Basin and Technology  Funds each may
invest up to 100% of its assets in foreign securities.  Each of the LargeCap S&P
500 Index,  MidCap S&P 400 Index and  SmallCap S&P 600 Index Funds may invest in
foreign  securities  to the extent that its relevant  index is so invested.  The
other  Funds  (except  Government  Securities)  may each invest up to 25% of its
assets in foreign securities.

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

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

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

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

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

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

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

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

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

Securities of Smaller Companies
The Funds may invest in securities of companies with small- or mid-sized  market
capitalizations.  Market capitalization is defined as total current market value
of a company's  outstanding common stock.  Investments in companies with smaller
market  capitalizations  may involve greater risks and price  volatility  (wide,
rapid fluctuations) than investments in larger,  more mature companies.  Smaller
companies  may be less mature than larger  companies.  At this earlier  stage of
development,  the  companies  may have limited  product  lines,  reduced  market
liquidity  for  their  shares,  limited  financial  resources  or less  depth in
management than larger or more established  companies.  Small companies also may
be  less  significant  within  their  industries  and  may  be at a  competitive
disadvantage  relative to their larger competitors.  While smaller companies may
be subject to these  additional  risks,  they may also realize more  substantial
growth than larger or more established companies.

Unseasoned Issuers
The Funds may invest in the securities of unseasoned issuers. Unseasoned issuers
are  companies  with a record of less than  three  years  continuous  operation,
including the operation of predecessors and parents. Unseasoned issuers by their
nature have only a limited operating history that can be used for evaluating the
company's  growth  prospects.  As  a  result,  investment  decisions  for  these
securities may place a greater  emphasis on current or planned product lines and
the reputation  and experience of the company's  management and less emphasis on
fundamental  valuation  factors  than would be the case for more  mature  growth
companies.  In addition, many unseasoned issuers also may be small companies and
involve the risks and price volatility associated with smaller companies.


Temporary Defensive Measures
For  temporary  defensive  purposes  in  times  of  unusual  or  adverse  market
conditions, the Funds may invest without limit in cash and cash equivalents. For
this  purpose,  cash  equivalents  include:  bank notes,  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.  In addition,  a Fund may purchase U.S.  Government  securities,
preferred  stocks  and  debt  securities,  whether  or not  convertible  into or
carrying rights for common stock.


There is no limit on the extent to which the Funds may take temporary  defensive
measures.  In  taking  such  measures,  the  Funds  may  fail to  achieve  their
investment objective.

Portfolio Turnover
"Portfolio  Turnover" is the term used in the industry for  measuring the amount
of trading that occurs in a Fund's  portfolio  during the year.  For example,  a
100%  turnover  rate means that on average  every  security in the portfolio has
been replaced once during the year.

Funds with high  turnover  rates (more than 100%) often have higher  transaction
costs (which are paid by the Fund) and may generate short-term capital gains (on
which  taxes may be  imposed  even if no shares of the Fund are sold  during the
year).  No turnover rate can be calculated  for the Money Market Fund because of
the short  maturities of the  securities in which it invests.  No turnover rates
are  calculated for the other Funds as they have been in existence for less than
six months.

Please consider all the factors when you compare the turnover rates of different
funds. A fund with  consistently  higher total returns and higher turnover rates
than another fund may actually be achieving better performance precisely because
the managers are active traders.

MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE
The Manager
Principal Management Corporation serves as the Manager for the Fund. Through the
Management  Agreement  with the Fund,  the  Manager  has  agreed  to handle  the
investment  advisory  services  and  provide  certain  corporate  administrative
services for the Fund. The Fund and the Manager have also entered into a Service
Agreement under which the Manager provides  personal services to shareholders of
each  Fund.  Additionally,  the  Fund  and  the  Manager  have  entered  into an
Administrative  Services Agreement under which the Manager has agreed to provide
transfer agency services and certain shareholder  services for beneficial owners
of Advisors  Select,  Advisors  Preferred,  Select and Preferred Fund classes of
shares.  The Fund and the  Manager  have  entered  into a  Portfolio  Accounting
Services  Agreement  under  which  the  Manager  provides  portfolio  accounting
services.

The Manager is an indirect subsidiary of Principal Financial Services,  Inc. and
has managed mutual funds since 1969. As of October 31, 2000, the mutual funds it
manages had assets of  approximately  $6.6  billion.  The  Manager's  address is
Principal Financial Group, Des Moines, Iowa 50392-0200.

The Sub-Advisors
The  Manager  has  signed  contracts  with  various   Sub-Advisors.   Under  the
Sub-Advisory agreements, the Sub-Advisor agrees to assume the obligations of the
Manager to provide  investment  advisory services for a specific Fund. For these
services, the Sub-Advisor is paid a fee by the Manager.

Funds:            Balanced  (equity   securities   portion),   International  I,
                  International   Emerging  Markets,   International   SmallCap,
                  LargeCap  Blend,  LargeCap  Growth,  LargeCap  S&P 500  Index,
                  LargeCap Value,  MidCap Blend,  MidCap Growth,  MidCap S&P 400
                  Index, MidCap Value, SmallCap Blend, SmallCap Growth, SmallCap
                  S&P 600 Index and SmallCap Value


Sub-Advisor:      Invista  Capital  Management,  LLC  ("Invista"),  an  indirect
                  wholly-owned  subsidiary of Principal Life  Insurance  Company
                  and an  affiliate  of the  Manager,  was  founded in 1985.  It
                  manages  investments for  institutional  investors,  including
                  Principal  Life.  Assets under  management as of September 30,
                  2000, were approximately  $29.7 billion.  Invista's address is
                  1800 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.


Funds:            Balanced (fixed-income  portion),  Bond & Mortgage Securities,
                  Government  Securities,  High Quality  Short-Term  Bond,  High
                  Quality  Intermediate-Term  Bond, High Quality  Long-Term Bond
                  and Money Market


Sub-Advisor:      Principal Capital Income Investors,  LLC ("PCII"), an indirect
                  wholly-owned  subsidiary of Principal Life  Insurance  Company
                  and an  affiliate  of the  Manager,  was  founded in 2000.  It
                  manages  investments for  institutional  investors,  including
                  Principal Life Insurance  Company.  Assets under management as
                  of  September  30, 2000,  were  approximately  $31.1  billion.
                  PCII's address is 1800 Hub Tower, 699 Walnut, Des Moines, Iowa
                  50309.


Fund:             Real Estate


Sub-Advisor:      Principal  Capital Real Estate  Investors,  LLC ("PCREI"),  an
                  indirect  wholly-owned  subsidiary of Principal Life Insurance
                  Company and an affiliate of the Manager,  was founded in 2000.
                  It manages investments for institutional investors,  including
                  Principal Life Insurance  Company.  Assets under management as
                  of  September  30, 2000,  were  approximately  $20.7  billion.
                  PCREI's  address is 1800 Hub Tower,  699  Walnut,  Des Moines,
                  Iowa 50309.


Funds:            European, International II, Pacific Basin and Technology


Sub-Advisor:      BT  Funds  Management  (International)  Limited  ("BT")  is  a
                  related company of BT Funds Management  Limited ("BTFM") and a
                  member of the Principal  Financial  Group.  Its address is The
                  Chifley Tower, 2 Chifley Square, Sydney NSW 2000 Australia. As
                  of October 31,2000,  BT, together with BTFM, had approximately
                  $23.8 billion under management.


Fund:             Partners LargeCap Growth I


Sub-Advisor:      Morgan  Stanley  Asset  Management  ("Morgan  Stanley"),  with
                  principal offices at 1221 Avenue of the Americas, New York, NY
                  10020,  conducts a worldwide portfolio management business and
                  provides a broad  range of  portfolio  management  services to
                  customers  in the U.S. and abroad.  As of September  30, 2000,
                  Morgan  Stanley,  together with its  affiliated  institutional
                  asset  management  companies,   managed  investments  totaling
                  approximately  $176.8 billion as named  fiduciary or fiduciary
                  adviser.  On December 1, 1998, Morgan Stanley Asset Management
                  Inc. changed its name to Morgan Stanley Dean Witter Investment
                  Management  Inc.  but  continues  to do  business  in  certain
                  instances using the name Morgan Stanley Asset Management.


Fund:             Partners MidCap Growth

Sub-Advisor:      Turner  Investment  Partners,  Inc.  ("Turner") was founded in
                  1990. Its address is 1235 Westlake Drive,  Suite 350,  Berwyn,
                  PA 19312.  As of October 31,  2000,  Turner had  discretionary
                  management  authority  with  respect  to  approximately  $11.7
                  billion in assets.

Fund:             Partners LargeCap Value


Sub-Advisor:      Alliance  Capital  Management  L.P.  ("Alliance")  through its
                  Bernstein    Investment    Research   and   Management    unit
                  ("Bernstein"). As of September 30, 2000, Alliance managed $470
                  billion in assets.  Bernstein is located at 767 Fifth  Avenue,
                  New York,  NY 10153 and  Alliance is located at 1345 Avenue of
                  the Americas, New York, NY 10105.


Funds:            Partners MidCap Value and Partners SmallCap Growth I

Sub-Advisor:      Neuberger Berman  Management Inc.  ("Neuberger  Berman") is an
                  affiliate of Neuberger  Berman,  LLC.  Neuberger Berman LLC is
                  located  at  605  Third  Avenue,   2nd  Floor,  New  York,  NY
                  10158-0180.  Together with Neuberger Berman,  the firms manage
                  more than $56.5  billion in total assets (as of September  30,
                  2000) and continue an asset  management  history that began in
                  1939.

Funds:            Partners LargeCap Blend and Partners SmallCap Growth II

Sub-Advisor:      Federated  Investment  Management  Company  ("Federated") is a
                  registered investment adviser and a wholly-owned subsidiary of
                  Federated   Investors,   Inc.,  which  was  founded  in  1955.
                  Federated is located in the Federated  Investors Tower at 1001
                  Liberty Avenue,  Pittsburgh,  PA 15222-3779. As of October 31,
                  2000, Federated managed $131 billion in assets.

Fund:             Partners LargeCap Growth II

Sub-Advisor:      American  Century  Investment   Management,   Inc.  ("American
                  Century")  was  founded in 1958.  Its office is located in the
                  American  Century  Tower at 4500 Main Street,  Kansas City, KS
                  64111. As of October 31, 2000,  American  Century managed over
                  $109.7 billion in assets.

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

The Manager is paid a fee by the Fund for its services,  which  includes any fee
paid to the Sub-Advisor.

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

SHAREHOLDER INFORMATION

Pricing of Fund Shares
Each Fund's  shares are bought and sold at the current  NAV.  The share price of
each  class of each  Fund is  calculated  each day the New York  Stock  Exchange
(NYSE) is open.  The NAV is  determined at the close of business of the Exchange
(normally  3:00  p.m.  Central  time).  When an order to buy or sell  shares  is
received,  the NAV used to fill the order is the next price calculated after the
order is received.

For all Funds except the Money Market Fund,  the NAV is calculated  by:
o    taking the current market value of the total assets of the Fund
o    subtracting liabilities of the Fund
o    dividing the remainder proportionately into the classes of the Fund
o    subtracting the liabilities of each class
o    dividing the remainder by the total number of shares owned in that class.

The  securities  of the Money  Market  Fund are valued at  amortized  cost.  The
calculation  procedure is  described in the SAI. The Money Market Fund  reserves
the right to determine a share price more than once each day.


NOTES:
o    If current market values are not readily  available for a security owned by
     a Fund,  its fair value is determined  using a policy adopted by the Fund's
     Board of Directors.
o    A Fund's  securities  may be  traded on  foreign  securities  markets  that
     generally  complete  trading at various  times  during the day prior to the
     close of the NYSE. The values of foreign securities used in computing share
     price are determined at the time the foreign  market closes.  Occasionally,
     events  affecting  the value of foreign  securities  occur when the foreign
     market  is  closed  and the NYSE is open.  The NAV of a Fund  investing  in
     foreign  securities  may  change on days when  shareholders  are  unable to
     purchase or redeem  shares.  If the  Sub-Advisor  believes  that the market
     value is materially affected,  the share price will be calculated using the
     policy adopted by the Fund.
o    Certain  securities  issued by companies in emerging  market  countries may
     have  more than one  quoted  valuation  at any point in time.  These may be
     referred to as local price and premium price.  The premium price is often a
     negotiated  price that may not  consistently  represent  a price at which a
     specific  transaction  can be  effected.  The  European,  International  I,
     International II, International  Emerging Markets,  International  SmallCap
     and  Pacific  Basin Funds each has a policy to value such  securities  at a
     price at which the Sub-Advisor expects the securities may be sold.


Purchase of Fund Shares
Shares may be purchased:
o    via the internet.
     o    standard  method of  accepting  data for plans  with  fewer than 1,000
          current and terminated (within the last five years) members.
     o    available 7 days a week (7 a.m.  to 9 p.m.  Central  Time).
o    using a modem.
     o    plan contributions transferred electronically.
     o    standard  method  of  accepting  data for plans  with more than  1,000
          current and terminated (within the last five years) members.
     o    available 24 hours a day, 7 days a week.

To eliminate the need for safekeeping, the Funds will not issue certificates for
shares.  The Funds may  periodically  close to new purchases of shares or refuse
any order to buy shares if the Manager  determines that doing so would be in the
best interests of the Fund and its shareholders.

Redemption of Fund Shares
Subject to any  restrictions  imposed by a plan,  shares may be sold back to the
Fund any day the NYSE is open. For more information  about how to sell shares of
the Fund, including any charges that a plan may impose, please consult the plan.

The Fund generally sends payment for shares sold the business day after the sell
order  is  received.   Under  unusual   circumstances,   the  Fund  may  suspend
redemptions,  or  postpone  payment for more than seven days,  as  permitted  by
federal securities law.

Exchange of Fund Shares
An exchange between Funds is a sale of shares in one Fund and purchase of shares
of another Fund with the redemption proceeds. Subject to any restrictions a plan
imposes,  shares in the Funds may be  exchanged,  without  charge,  for the same
class of any other Principal Investors Fund, provided that:
o the class shares of such other Fund are available in the plan  member's  state
of residence; and o shares of such other Fund are available through the plan.

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 under other circumstances where the Board of Directors of the Fund
or the  Manager  believes  it is in the best  interests  of the  Fund,  the Fund
reserves the right to revise or  terminate  the  exchange  privilege,  limit the
amount  or  number of  exchanges,  reject  any  exchange  or close the  account.
Notification of any such action will be given to the extent required by law.


Dividends and Distributions
The  High  Quality  Short-Term  Bond,  Bond &  Mortgage  Securities,  Government
Securities,  High Quality Intermediate-Term Bond and High Quality Long-Term Bond
Funds pay most of their net  dividend  income on a monthly  basis.  Payments are
made to  shareholders  of record on the business day prior to the payment  date.
The payment date is December 23 (or previous business day).

The  other  Funds  (other  than the  Money  Market  Fund)  pay most of their net
dividend  income once each year.  Payments are made to shareholders of record on
the business day prior to the payment date.  The payment date is December 23 (or
previous business day).

Net realized  capital gains,  if any, are  distributed  annually.  Generally the
distribution is made on the fourth  business day of December.  Payments are made
to shareholders of record on the business day prior to the payable date. Capital
gains may be taxable at  different  rates,  depending on the length of time that
the Fund holds its assets.


The Money Market Fund declares  dividends of all its daily net investment income
each  day  its  shares  are  priced.  The  dividends  are  paid  daily  and  are
automatically reinvested back into additional shares of the Money Market Fund.

Under normal  circumstances,  the Money  Market Fund  intends to hold  portfolio
securities until maturity and value them at amortized cost. Therefore, the Money
Market Fund does not expect any  capital  gains or losses.  Should  there be any
gain, it could result in an increase in  dividends.  A capital loss could result
in a dividend decrease.

Dividend and capital gain distributions from a Fund are reinvested in additional
shares of the Fund making the distribution.

Generally,  for federal income tax purposes,  Fund  distributions are taxable as
ordinary income,  except that any  distributions of long-term capital gains will
be taxed as such  regardless  of how long Fund shares  have been held.  However,
distributions  by the Fund to  retirement  plans  that  qualify  for  tax-exempt
treatment  under federal income tax laws will not be taxable.  Special tax rules
apply to investments by such plans.

A tax advisor should be consulted to determine the suitability of the Fund as an
investment by such a plan and the tax treatment of  distributions by the Fund. A
tax advisor can also provide  information  on the  potential  impact of possible
foreign,  state and local taxes. A Fund's  investments in foreign securities may
be subject to foreign withholding taxes. In that case, the Fund's yield on those
securities would be decreased.

A Fund's investments in certain debt obligations may cause the Fund to recognize
taxable  income in excess of the cash generated by such  obligations.  Thus, the
Fund could be  required  at times to  liquidate  other  investments  in order to
satisfy its distribution requirement.

FUND ACCOUNT INFORMATION

Statements
Unless the plan elects to receive  statements  on a semiannual  or annual basis,
statements are sent each calendar quarter. The statements provide the number and
value of shares owned by the plan,  transactions  during the quarter,  dividends
declared or paid and other information.


This information may also be accessed by accessing www.principal.com.


Minimum Account Balance
The Principal  Investors Fund reserves the right to set a minimum and redeem all
shares  in the Fund if the  value of a plan's  investments  in the Funds is less
than the minimum.  Principal Investors Fund has set the minimum at $2.5 million.
The redemption  proceeds  would then be mailed to the plan sponsor.  If the Fund
exercises  this right,  the plan sponsor will be notified that the redemption is
going to be made.  The plan will have 30 days to make an  additional  investment
and bring plan assets up to the required minimum. The Fund reserves the right to
change the minimum.

Reservation of Rights
The  Principal  Investors  Fund  reserves  the right to amend or  terminate  the
special plans described in this  prospectus.  In addition,  Principal  Investors
Fund  reserves  the  right  to  change  the  share  classes   described  herein.
Shareholders will be notified of any such action to the extent required by law.

Financial Statements
Plans will receive annual  financial  statements for the Funds,  examined by the
Funds'  independent  auditors,  Ernst & Young  LLP.  Plans  will also  receive a
semiannual financial statement that is unaudited.


Appendix A

PERFORMANCE RESULTS - STABLE FUNDS

<TABLE>
<CAPTION>
                                                                 Average Annual Performance
                                                                (through September 30, 2000)

                                                            YTD    1 YR   3 YR    5 YR   10 YR
High Quality Short-Term Bond Fund Advisors Select*
High Quality Short-Term Bond Fund Advisors Preferred*
<S>                                                         <C>     <C>    <C>     <C>     <C>
PCII High Quality Short-Term Bond Composite                 5.66    5.96   5.03
   Lehman Brothers Mutual Fund 1-5 Gov't/Credit Index       0.93    6.10   5.76    6.04    6.95
   Average Short-Term Bond Category (Morningstar)           5.25    5.98   5.05    5.41    6.47
</TABLE>

<TABLE>
<CAPTION>
                                                                                      Annual Performance
                                                                                    (year ended December 31)

                                                          1999    1998   1997    1996    1995   1994    1993   1992    1991     1990
High Quality Short-Term Bond Fund Advisors Select*
High Quality Short-Term Bond Fund Advisors Preferred*
<S>                                                       <C>     <C>    <C>     <C>    <C>    <C>      <C>    <C>    <C>       <C>
PCII High Quality Short-Term Bond Composite               1.05    6.79   6.64
   Lehman Brothers Mutual Fund 1-5 Gov't/Credit Index     2.09    7.63   7.13    4.67   12.88  -0.72    7.10   6.83   13.17     9.71
   Average Short-Term Bond Category (Morningstar)         2.12    6.28   6.51    4.35   11.48  -0.86    6.86   6.15   13.43     7.98
</TABLE>
*Fund's inception 12/6/00.

PERFORMANCE RESULTS - CONSERVATIVE FUNDS

<TABLE>
<CAPTION>
                                                                 Average Annual Performance
                                                                (through September 30, 2000)

                                                            YTD    1 YR   3 YR    5 YR   10 YR
Bond & Mortgage Securities Fund Advisors Select*
Bond & Mortgage Securities Fund Advisors Preferred*
<S>                                                        <C>      <C>    <C>     <C>     <C>
PCII Multi-Sector Composite                                 7.31    7.04   5.74    6.60    8.34
   Lehman Brothers Aggregate Bond Index                     0.63    6.99   5.93    6.47    8.05
   Average Intermediate-Term Bond Category (Morningstar)    5.61    5.90   4.70    5.55    7.61

Government Securities Fund Advisors Select*
Government Securities Fund Advisors Preferred*
PCII Mortgage-Backed Broad Composite                        6.94    7.05   5.75    6.47    7.90
   Lehman Brothers Mortgage Backed Securities Index         1.04    7.42   6.07    6.80    7.93
   Average Intermediate Government Category (Morningstar)   6.28    6.29   4.87    5.43    6.97

High Quality Intermediate-Term Bond Fund
   Advisors Select*
High Quality Intermediate-Term Bond Fund
   Advisors Preferred*
PCII High Quality Intermediate-Term Bond Composite          6.48    6.54   5.58
   Lehman Brothers Aggregate Bond Index                     0.63    6.99   5.93    6.47    8.05
   Average Intermediate-Term Bond Category (Morningstar)    5.61    5.90   4.70    5.55    7.61

High Quality Long-Term Bond Fund Advisors Select*
High Quality Long-Term Bond Fund Advisors Preferred*
PCII High Quality Long-Term Bond Composite                  4.42    3.61   3.82
   Lehman Brothers Long Term Gov't./Corporate Bond Index   -0.89    7.94   6.18    6.90    9.74
   Average Long-Term Bond Category (Morningstar)            5.32    5.38   3.96    5.56    8.08
</TABLE>


<TABLE>
<CAPTION>
                                                                                      Annual Performance
                                                                                    (year ended December 31)

                                                           1999    1998   1997    1996    1995   1994    1993   1992    1991    1990
Bond & Mortgage Securities Fund Advisors Select*
Bond & Mortgage Securities Fund Advisors Preferred*
<S>                                                       <C>     <C>    <C>      <C>    <C>    <C>     <C>     <C>    <C>     <C>
PCII Multi-Sector Composite                               -0.57    7.97  10.16    3.94   18.41  -2.05   10.67   8.25   15.89    9.49
   Lehman Brothers Aggregate Bond Index                   -0.82    8.69   9.65    3.63   18.47  -2.92    9.75   7.40   16.00    8.96
   Average Intermediate-Term Bond Category (Morningstar)  -1.22    7.42   8.76    3.30   17.35  -3.73   10.39   7.20   16.62    6.66

Government Securities Fund Advisors Select*
Government Securities Fund Advisors Preferred*
PCII Mortgage-Backed Broad Composite                       0.22    7.62   9.97    3.90   19.10  -4.41
   Lehman Brothers Mortgage Backed Securities Index        1.85    6.97   9.49    5.36   16.80  -1.61    6.84   6.96   15.72   10.72
   Average Intermediate Government Category (Morningstar) -1.44    7.45   8.45    2.80   16.42  -4.02    8.03   6.39   14.67    8.89

High Quality Intermediate-Term Bond Fund
   Advisors Select*
High Quality Intermediate-Term Bond Fund
   Advisors Preferred*
PCII High Quality Intermediate-Term Bond Composite        -0.57    8.28   9.32
   Lehman Brothers Aggregate Bond Index                   -0.82    8.69   9.65    3.63   13.47  -2.92    9.75   7.40   16.00    8.96
   Average Intermediate-Term Bond Category (Morningstar)  -1.22    7.42   8.76    3.30   17.35  -3.73   10.39   7.20   16.62    6.66

High Quality Long-Term Bond Fund Advisors Select*
High Quality Long-Term Bond Fund Advisors Preferred*
PCII High Quality Long-Term Bond Composite                -7.41   10.39   4.85
   Lehman Brothers Long Term Gov't./Corporate Bond Index  -7.64   11.76  14.52    0.13   29.93  -7.10   16.17   8.53   19.53    6.42
   Average Long-Term Bond Category (Morningstar)          -2.78    6.51  10.53    3.54   21.33  -6.13   13.34   7.98   17.15    5.74
</TABLE>
*Fund's inception 12/6/00.

PERFORMANCE RESULTS - MODERATE FUNDS

<TABLE>
<CAPTION>
                                                                 Average Annual Performance
                                                                (through September 30, 2000)

                                                            YTD    1 YR   3 YR    5 YR   10 YR
Balanced Fund Advisors Select*
Balanced Fund Advisors Preferred*
<S>                                                        <C>     <C>    <C>    <C>      <C>
Invista Balanced Composite                                 -0.01    5.50   6.81   14.89
PCII Multi-Sector Composite                                 7.31    7.04   5.74    6.60    8.34
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Lehman Brothers Aggregate Bond Index                     0.63    6.99   5.93    6.47    8.05
   Average Domestic Hybrid Category (Morningstar)           3.67   11.72   8.43   12.23   12.46

LargeCap Blend Fund Advisors Select*
LargeCap Blend Fund Advisors Preferred*
Invista Large Cap Composite                                -4.06    3.77  10.36   17.94
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Blend  Category (Morningstar)           0.77   17.07  14.25   18.74   17.40

Partners LargeCap Blend Fund Advisors Select*
Partners LargeCap Blend Fund Advisors Preferred*
Federated Capital Appreciation Composite                    2.54   34.42  22.23   24.43   20.83
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Blend  Category (Morningstar)           0.77   17.07  14.25   18.74   17.40

LargeCap Growth Fund Advisors Select*
LargeCap Growth Fund Advisors Preferred*
Invista Large Cap Growth Composite                          8.63
   S&P/BARRA 500 Growth Index                              -9.76   12.04  20.87   24.98   20.94
   Average LargeCap Growth Category (Morningstar)           2.80   31.95  22.86   22.63   20.05

Partners LargeCap Growth Fund I Advisors Select*
Partners LargeCap Growth Fund I Advisors Preferred*
Morgan Stanley Equity Growth Composite                      3.95   26.74   2.07   27.60   23.75
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Growth Category (Morningstar)           2.80   31.95  22.86   22.63   20.05

Partners LargeCap Growth Fund II Advisors Select*
Partners LargeCap Growth Fund II Advisors Preferred*
American Century Growth Composite                           2.45   26.64  22.27   20.79   19.61
   Russell 1000 Growth Index                               -9.46   23.43  23.97   25.07
   Average LargeCap Growth Category (Morningstar)           2.80   31.95  22.86   22.63   20.05

LargeCap S&P 500 Index Fund Advisors Select*
LargeCap S&P 500 Index Fund Advisors Preferred*
Invista S&P 500 Index Composite                            -1.70   12.84  16.02   21.25
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Blend Category (Morningstar)            0.77   17.07  14.25   18.74   17.40

LargeCap Value Fund Advisors Select*
LargeCap Value Fund Advisors Preferred*
Invista Large Cap Value Composite                          -0.22   -1.67   5.66   13.77
   S&P/BARRA 500 Value Index                               -0.02   13.75  11.31   17.90   17.55
   Average LargeCap Value Category (Morningstar)            2.83   10.78   7.41   14.67   15.19

Partners LargeCap Value Fund Advisors Select*
Partners LargeCap Value Fund Advisors Preferred*
Sanford C. Bernstein Diversified Value Composite            3.50    5.00
   Russell 1000 Value Index                                 0.91    8.91  10.23   17.59
   Average LargeCap Value Category (Morningstar)            2.83   10.78   7.41   14.67   15.19

MidCap Value Fund Advisors Select*
MidCap Value Fund Advisors Preferred*
Invista Mid Cap Value Composite                             3.74    3.08   2.12   11.44
   S&P/BARRA 400 Value Index                               16.95   25.46   9.69   16.02
   Average MidCap Value Category (Morningstar)              9.56   17.35   5.97   13.69   14.89

Partners MidCap Value Fund Advisors Select*
Partners MidCap Value Fund Advisors Preferred*
Neuberger Berman MidCap Value Composite                    21.79   35.08   4.73   15.66   16.60
   Russell Midcap Value Index                               0.96   13.00   5.96   14.07   17.81
   Average MidCap Value Category (Morningstar)              9.56   17.35   5.97   13.69   14.89

Real Estate Fund Advisors Select*
Real Estate Fund Advisors Preferred*
PCREI Real Estate Composite                                26.58   24.32   3.24
   Morgan Stanley REIT Index                                3.08   21.25  -0.73   10.27
</TABLE>


<TABLE>
<CAPTION>
                                                                                      Annual Performance
                                                                                    (year ended December 31)

                                                          1999    1998   1997    1996    1995   1994    1993   1992    1991     1990
Balanced Fund Advisors Select*
Balanced Fund Advisors Preferred*
<S>                                                      <C>     <C>    <C>     <C>     <C>    <C>     <C>    <C>     <C>      <C>
Invista Balanced Composite                                2.20   12.17  20.03   10.69   26.88  -1.63   14.25  10.73   27.19
PCII Multi-Sector Composite                              -0.57    7.97  10.16    3.94   18.41  -2.05   10.67   8.25   15.89     9.49
   S&P 500 Index                                         21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47    -3.10
   Lehman Brothers Aggregate Bond Index                  -0.82    8.69   9.65    3.63   18.47  -2.92    9.75   7.40   16.00     8.96
   Average Domestic Hybrid Category (Morningstar)         8.24   12.50  18.24   13.07   24.87  -2.56   12.07   8.22   23.87    -0.09

LargeCap Blend Fund Advisors Select*
LargeCap Blend Fund Advisors Preferred*
Invista Large Cap Composite                               9.57   24.70  29.66   24.35
   S&P 500 Index                                         21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47    -3.10
   Average LargeCap Blend  Category (Morningstar)        19.72   21.95  27.43   20.37   31.99  -1.08   11.12   7.62   32.13    -3.34

Partners LargeCap Blend Fund Advisors Select*
Partners LargeCap Blend Fund Advisors Preferred*
Federated Capital Appreciation Composite                 43.39   20.08  30.62   18.39   37.17  -0.30   11.31  11.37   27.43    -4.43
   S&P 500 Index                                         21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47    -3.10
   Average LargeCap Blend  Category (Morningstar)        19.72   21.95  27.43   20.37   31.99  -1.08   11.12   7.62   32.13    -3.34

LargeCap Growth Fund Advisors Select*
LargeCap Growth Fund Advisors Preferred*
Invista Large Cap Growth Composite
   S&P/BARRA 500 Growth Index                            28.25   42.15  36.38   23.98   38.13   3.13    1.68   5.07   38.37     0.20
   Average LargeCap Growth Category (Morningstar)        39.72   33.56  25.00   18.95   32.27  -2.32   10.31   5.83   43.69    -2.12

Partners LargeCap Growth Fund I Advisors Select*
Partners LargeCap Growth Fund I Advisors Preferred*
Morgan Stanley Equity Growth Composite                   39.42   21.11  31.40   31.23   45.03   3.18    4.32   5.99   25.54    -2.92
   S&P 500 Index                                         21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47    -3.10
   Average LargeCap Growth Category (Morningstar)        39.72   33.56  25.00   18.95   32.27  -2.32   10.31   5.83   43.69    -2.12

Partners LargeCap Growth Fund II Advisors Select*
Partners LargeCap Growth Fund II Advisors Preferred*
American Century Growth Composite                        34.68   36.77  29.28   14.92   20.35  -1.49    3.76  -4.29   69.02    -3.83
   Russell 1000 Growth Index                             33.16   38.71  30.49   23.12   37.19   2.66    2.90   5.00   41.16    -0.26
   Average LargeCap Growth Category (Morningstar)        39.72   33.56  25.00   18.95   32.27  -2.32   10.31   5.83   43.69    -2.12

LargeCap S&P 500 Index Fund Advisors Select*
LargeCap S&P 500 Index Fund Advisors Preferred*
Invista S&P 500 Index Composite                          20.62   28.16  32.89   22.51   37.07   1.05
   S&P 500 Index                                         21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47    -3.10
   Average LargeCap Blend Category (Morningstar)         19.72   21.95  27.43   20.37   31.99  -1.08   11.12   7.62   32.13    -3.34

LargeCap Value Fund Advisors Select*
LargeCap Value Fund Advisors Preferred*
Invista Large Cap Value Composite                        -7.12   18.04  28.94   22.18
   S&P/BARRA 500 Value Index                             12.72   14.68  29.99   21.99   37.00  -0.63   18.60  10.53   22.56    -6.85
   Average LargeCap Value Category (Morningstar)          6.63   13.10  27.01   20.79   32.28  -0.81   13.25   9.89   28.51    -6.37

Partners LargeCap Value Fund Advisors Select*
Partners LargeCap Value Fund Advisors Preferred*
Sanford C. Bernstein Diversified Value Composite          7.80
   Russell 1000 Value Index                               7.35   15.63  35.18   21.64   38.35  -1.99   18.12  13.81   24.61    -8.08
   Average LargeCap Value Category (Morningstar)          6.63   13.10  27.01   20.79   32.28  -0.81   13.25   9.89   28.51    -6.37

MidCap Value Fund Advisors Select*
MidCap Value Fund Advisors Preferred*
Invista Mid Cap Value Composite                          -7.36    3.25  35.49   16.03   41.18   0.98   11.43   7.57   33.54
   S&P/BARRA 400 Value Index                              2.33    4.67  34.32   19.40   34.04  -0.57   13.43  16.02
   Average MidCap Value Category (Morningstar)            7.78    3.92  26.04   20.50   29.27  -1.11   17.11  13.54   29.65    -8.51

Partners MidCap Value Fund Advisors Select*
Partners MidCap Value Fund Advisors Preferred*
Neuberger Berman MidCap Value Composite                   8.04  -10.66  32.66   28.08   35.23  -1.89   16.44  17.52   22.36    13.91
   Russell Midcap Value Index                            -0.11    5.09  34.37   20.26   34.93  -2.13   15.62  21.68   37.92   -16.08
   Average MidCap Value Category (Morningstar)            7.78    3.92  26.04   20.50   29.27  -1.11   17.11  13.54   29.65    -8.51

Real Estate Fund Advisors Select*
Real Estate Fund Advisors Preferred*
PCREI Real Estate Composite                              -3.01  -10.20  19.83
   Morgan Stanley REIT Index                             -4.55  -16.90  18.58   35.89   12.90
</TABLE>
*Fund's inception 12/6/00.

PERFORMANCE RESULTS - AGGRESSIVE FUNDS

<TABLE>
<CAPTION>
                                                                 Average Annual Performance
                                                                (through September 30, 2000)

                                                            YTD    1 YR   3 YR    5 YR   10 YR
MidCap Blend Fund Advisors Select*
MidCap Blend Fund Advisors Preferred*
<S>                                                        <C>     <C>    <C>     <C>     <C>
Invista Mid Cap Core Composite                             11.55   34.01   9.05   16.08
   S&P MidCap 400 Index                                    -0.68   43.21  18.97   21.71
   Average MidCap Blend Category (Morningstar)              7.19   24.94   8.81   15.11   16.30

MidCap Growth Fund Advisors Select*
MidCap Growth Fund Advisors Preferred*
Invista Mid Cap Growth Composite                           14.47   51.66  22.95   24.76
   Russell Midcap Growth Index                             -4.89   60.37  25.87   24.63   22.82
   Average MidCap Growth Category (Morningstar)            15.15   65.48  27.62   23.23   21.28

MidCap S&P 400 Index Fund Advisors Select*
MidCap S&P 400 Index Fund Advisors Preferred*
Invista S&P 400 Index Composite                            21.24   40.44
   S&P MidCap 400 Index                                    -0.68   43.21  18.97   21.71
   Average MidCap Blend Category (Morningstar)              7.19   24.94   8.81   15.11   16.30

Partners MidCap Growth Fund Advisors Select*
Partners MidCap Growth Fund Advisors Preferred*
Turner Investment Partners Midcap Growth Composite         27.59   98.28  54.46
   Russell Midcap Growth Index                             -4.89   60.37  25.87   24.63   22.82
   Average MidCap Growth Category (Morningstar)            15.15   65.48  27.62   23.23   21.28


SmallCap Blend Fund Advisors Select*
SmallCap Blend Fund Advisors Preferred*
Invista Small Company Blend Composite                      18.09   40.78   9.28   15.84
   Russell 2000 Index                                      -2.94   23.39   5.96   12.39   16.93
   Average SmallCap Blend Category (Morningstar)           12.43   29.51   6.36   14.15   15.80

SmallCap Growth Fund Advisors Select*
SmallCap Growth Fund Advisors Preferred*
Invista Small Cap Growth Composite                         -5.30   25.50  13.43   19.84
   Russell 2000 Growth Index                               -4.97   29.67   8.93   12.42
   Average SmallCap Growth Category (Morningstar)          11.50   55.99  18.43   18.83   20.04

Partners SmallCap Growth Fund I Advisors Select*
Partners SmallCap Growth Fund I Advisors Preferred*
Neuberger Berman SmallCap Growth Composite                 -2.65   68.31
   Russell 2000 Growth Index                               -4.97   29.67   8.93   12.42
   Average SmallCap Growth Category (Morningstar)          11.50   55.99  18.43   18.83   20.04

Partners SmallCap Growth Fund II Advisors Select*
Partners SmallCap Growth Fund II Advisors Preferred*
Federated Aggressive Growth Composite                     -13.82   40.11  23.14
   S&P/BARRA 600 Growth Index                               7.52   29.77   7.24   11.99
   Average SmallCap Growth Category (Morningstar)          11.50   55.99  18.43   18.83   20.04

SmallCap S&P 600 Index Fund Advisors Select*
SmallCap S&P 600 Index Fund Advisors Preferred*
Invista Small Cap S&P 600 Index Composite                   9.54   22.11
   S&P SmallCap 600 Index                                  -2.72   24.17   5.88   13.39   17.65
   Average SmallCap Blend Category (Morningstar)           12.43   29.51   6.36   14.15   15.80

SmallCap Value Fund Advisors Select*
SmallCap Value Fund Advisors Preferred*
Invista Small Cap Value Composite                           4.68    3.14  -3.85    9.82
   Russell 2000 Value Index                                -0.57   15.36   2.11   11.50
   Average SmallCap Value Category (Morningstar)           12.43   19.92   1.33   12.12   14.16

Technology Fund Advisors Select*
Technology Fund Advisors Preferred*
   Average Technology Category (Morningstar)                2.87   69.87  44.30   31.98   31.51
</TABLE>


<TABLE>
<CAPTION>
                                                                                      Annual Performance
                                                                                    (year ended December 31)

                                                          1999    1998   1997    1996    1995   1994    1993   1992    1991     1990
MidCap Blend Fund Advisors Select*
MidCap Blend Fund Advisors Preferred*
<S>                                                     <C>      <C>    <C>     <C>     <C>    <C>     <C>    <C>    <C>      <C>
Invista Mid Cap Core Composite                           12.37    4.72  24.95   18.66   33.39   5.46   -0.26   9.01
   S&P MidCap 400 Index                                  14.72   19.11  32.25   19.18   30.92  -3.59   13.93  11.90   50.07    -5.12
   Average MidCap Blend Category (Morningstar)           18.70    6.77  26.45   20.44   28.71  -1.61   14.50  14.93   36.20    -8.16

MidCap Growth Fund Advisors Select*
MidCap Growth Fund Advisors Preferred*
Invista Mid Cap Growth Composite                         69.96    2.48  26.15   13.40
   Russell Midcap Growth Index                           51.29   17.86  22.54   17.48   33.98  -2.16   11.19   8.71   47.03    -5.13
   Average MidCap Growth Category (Morningstar)          63.90   17.51  17.05   16.99   34.79  -1.03   15.64   9.03   50.97    -7.35

MidCap S&P 400 Index Fund Advisors Select*
MidCap S&P 400 Index Fund Advisors Preferred*
Invista S&P 400 Index Composite
   S&P MidCap 400 Index                                  14.72   19.11  32.25   19.20   30.95  -3.58   13.95  11.91   50.10    -5.12
   Average MidCap Blend Category (Morningstar)           18.70    6.77  26.45   20.44   28.71  -1.61   14.50  14.93   36.20    -8.16

Partners MidCap Growth Fund Advisors Select*
Partners MidCap Growth Fund Advisors Preferred*
Turner Investment Partners Midcap Growth Composite      126.09   26.33  41.77   18.25
   Russell Midcap Growth Index                           51.29   17.86  22.54   17.48   33.98  -2.16   11.19   8.71   47.03    -5.13
   Average MidCap Growth Category (Morningstar)          63.90   17.51  17.05   16.99   34.79  -1.03   15.64   9.03   50.97    -7.35


SmallCap Blend Fund Advisors Select*
SmallCap Blend Fund Advisors Preferred*
Invista Small Company Blend Composite                    12.31   -9.59  21.15   18.01   29.44   3.05   21.32  26.90   24.82
   Russell 2000 Index                                    21.26   -2.55  22.36   16.50   28.45  -1.82   18.88  18.41   46.04   -19.48
   Average SmallCap Blend Category (Morningstar)         18.18   -3.64  26.12   19.66   25.51  -0.97   16.65  14.39   39.57   -12.24

SmallCap Growth Fund Advisors Select*
SmallCap Growth Fund Advisors Preferred*
Invista Small Cap Growth Composite                       66.37   -2.47  34.77   14.19
   Russell 2000 Growth Index                             43.09    1.23  12.95   11.26   31.04  -2.43   13.36   7.77   51.19   -17.41
   Average SmallCap Growth Category (Morningstar)        61.45    4.49  18.19   19.99   35.44  -0.28   16.70  11.99   53.64    -5.96

Partners SmallCap Growth Fund I Advisors Select*
Partners SmallCap Growth Fund I Advisors Preferred*
Neuberger Berman SmallCap Growth Composite              134.28
   Russell 2000 Growth Index                              1.23   12.95  11.26   31.04   -2.43  13.36    7.77  51.19  -17.14
   Average SmallCap Growth Category (Morningstar)        61.45    4.49  18.19   19.99   35.44  -0.28   16.70  11.99   53.64    -5.96

Partners SmallCap Growth Fund II Advisors Select*
Partners SmallCap Growth Fund II Advisors Preferred*
Federated Aggressive Growth Composite                   111.60    8.08  30.06
   S&P/BARRA 600 Growth Index                            12.41   -1.31  25.58   21.32   29.97  -4.78   18.79  21.05   48.48   -23.69
   Average SmallCap Growth Category (Morningstar)        61.45    4.49  18.19   19.99   35.44  -0.28   16.70  11.99   53.64    -5.96

SmallCap S&P 600 Index Fund Advisors Select*
SmallCap S&P 600 Index Fund Advisors Preferred*
Invista Small Cap S&P 600 Index Composite
   S&P SmallCap 600 Index                                12.40   -1.31  25.58   21.32   29.97  -4.77   18.78  21.04   48.49   -23.69
   Average SmallCap Blend Category (Morningstar)         18.18   -3.64  26.12   19.66   25.51  -0.97   16.65  14.39   39.57   -12.24

SmallCap Value Fund Advisors Select*
SmallCap Value Fund Advisors Preferred*
Invista Small Cap Value Composite                        -8.92   -6.03  33.65   26.44
   Russell 2000 Value Index                              -1.49   -6.45  31.78   21.37   25.75  -1.27   23.84  29.14   41.70   -21.77
   Average SmallCap Value Category (Morningstar)          4.49   -6.99  30.04   25.53   25.13  -0.81   16.72  20.29   37.19   -14.34

Technology Fund Advisors Select*
Technology Fund Advisors Preferred*
   Average Technology Category (Morningstar)            136.50   52.41   9.58   20.31   42.89  13.18   24.07  13.03   46.92     0.54
</TABLE>
*Fund's inception 12/6/00.

PERFORMANCE RESULTS - DYNAMIC FUNDS

<TABLE>
<CAPTION>
                                                                 Average Annual Performance
                                                                (through September 30, 2000)

                                                            YTD    1 YR   3 YR    5 YR   10 YR
European Fund Advisors Select*
European Fund Advisors Preferred*
<S>                                                        <C>     <C>    <C>     <C>    <C>
BT European Composite                                      -14.43  11.15  18.84   22.29
   MSCI Europe (15) Index--ND                                4.68   5.46  10.22   15.71  14.14
   Average Europe Category (Morningstar)                    -4.30  22.19  10.29   15.27  11.51

International Emerging Markets Fund Advisors Select*
International Emerging Markets Fund Advisors Preferred*
Invista International Emerging Markets Equity Composite    -16.63  15.21  -1.16   10.28
   MSCI - Emerging Markets Free--ID                          -8.73   0.41  -6.39   -1.66   9.48
Average Diversified Emerging Market
     Category (Morningstar)                                -20.53   7.29  -7.12    0.12   5.83

International Fund I Advisors Select*
International Fund I Advisors Preferred*
Invista International Broad Markets Composite               -7.31   9.88   7.56   13.92  14.95
   MSCI EAFE (Europe, Australia, Far East) Index--ND       -11.80   3.18   7.38    8.57   9.62
   Average Foreign Category (Morningstar)                  -10.79  13.84   9.59   10.81   9.92

International Fund II Advisors Select*
International Fund II Advisors Preferred*
   MSCI EAFE (Europe, Australia, Far East) Index--ND       -11.80   3.18   7.38    8.57   9.62
   Average Foreign Category (Morningstar)                  -10.79  13.84   9.59   10.81   9.92

International SmallCap Fund Advisors Select*
International SmallCap Fund Advisors Preferred*
Invista International Small Cap Equity Composite            -0.70  36.20  26.53   27.71
   MSCI EAFE (Europe, Australia, Far East) Index--ND       -11.80   3.18   7.38    8.57   9.62
   Average Foreign Category (Morningstar)                  -10.79  13.84   9.59   10.81   9.92

Pacific Basin Fund Advisors Select*
Pacific Basin Fund Advisors Preferred*
BT Pacific Basin Composite                                 -15.52  10.75  16.52
   MSCI Pacific Free Index--ND                             -15.08  -1.39   2.72   -0.55   4.16
   Average Diversified Pacific/Asia Category (Morningstar) -25.00   0.98  -0.13   -0.06   6.53
</TABLE>


<TABLE>
<CAPTION>
                                                                                      Annual Performance
                                                                                    (year ended December 31)

                                                             1999    1998   1997   1996    1995   1994    1993   1992   1991    1990
European Fund Advisors Select*
European Fund Advisors Preferred*
<S>                                                        <C>      <C>   <C>     <C>    <C>     <C>     <C>   <C>     <C>    <C>
BT European Composite                                       33.95   30.86  26.33  41.31    9.36   8.49   43.12
   MSCI Europe (15) Index--ND                               15.89   28.53  23.80  21.09   21.62   2.28   29.28  -4.71  13.11   -3.85
   Average Europe Category (Morningstar)                    26.11   21.56  18.42  24.99   16.26   2.52   28.15  -6.82   7.47   -8.03

International Emerging Markets Fund Advisors Select*
International Emerging Markets Fund Advisors Preferred*
Invista International Emerging Markets Equity Composite     63.25  -17.59  11.38  25.57    7.46
   MSCI - Emerging Markets Free--ID                         58.89  -35.11  31.64  22.21  -12.83   0.64   53.92  13.41 149.65   -7.82
Average Diversified Emerging Market
     Category (Morningstar)                                 71.86  -27.03  -3.68  13.35   -3.45  -9.27   73.26   0.26  18.10   -9.89

International Fund I Advisors Select*
International Fund I Advisors Preferred*
Invista International Broad Markets Composite               25.78   10.47  12.43  24.54   14.07  -2.39   44.83
   MSCI EAFE (Europe, Australia, Far East) Index--ND        26.96   20.00   1.78   6.05   11.21   7.78   32.56 -12.17  12.13  -23.45
   Average Foreign Category (Morningstar)                   44.49   13.00   5.43  12.39    9.82  -0.40   36.71  -4.54  13.07  -10.90

International Fund II Advisors Select*
International Fund II Advisors Preferred*
   MSCI EAFE (Europe, Australia, Far East) Index--ND        26.96   20.00   1.78   6.05   11.21   7.78   32.56 -12.17  12.13  -23.45
   Average Foreign Category (Morningstar)                   44.49   13.00   5.43  12.39    9.82  -0.40   36.71  -4.54  13.07  -10.90

International SmallCap Fund Advisors Select*
International SmallCap Fund Advisors Preferred*
Invista International Small Cap Equity Composite            86.79   13.24  15.62  40.53    3.61
   MSCI EAFE (Europe, Australia, Far East) Index--ND        26.96   20.00   1.78   6.05   11.21   7.78   32.56 -12.17  12.13  -23.45
   Average Foreign Category (Morningstar)                   44.49   13.00   5.43  12.39    9.82  -0.40   36.71  -4.54  13.07  -10.90

Pacific Basin Fund Advisors Select*
Pacific Basin Fund Advisors Preferred*
BT Pacific Basin Composite                                 132.40    7.35 -27.91
   MSCI Pacific Free Index--ND                              56.65    2.72 -25.87  -8.30    2.95  12.76   36.21 -18.56  11.46  -34.57
   Average Diversified Pacific/Asia Category (Morningstar)  92.50   -5.91 -27.90   4.02    2.39  -5.49   59.02  -3.03  15.05  -16.65
</TABLE>
*Fund's inception 12/6/00.
IMPORTANT NOTES TO THE APPENDIX

Lehman  Brothers  Aggregate  Bond  Index  represents  securities  that  are U.S.
domestic, taxable, and dollar denominated.  The index covers the U.S. investment
grade fixed rate bond market, with index components for government and corporate
securities, mortgage pass-through securities, and asset-backed securities. These
major sectors are subdivided into more specific  indices that are calculated and
reported on a regular basis.

Lehman  Brothers  Government/Corporate  Bond Index is composed of all bonds that
are investment grade (rated BAA or higher by Moody's or BBB or higher by S&P, if
unrated  by  Moody's).  Issues  must have at least one year to  maturity.  Total
return comprises price  appreciation/depreciation  and income as a percentage of
the   original   investment.   Indices   are   rebalanced   monthly   by  market
capitalization.

Lehman Brothers Long Term  Gov't./Corporate  Bond Index is composed of all bonds
covered by the Lehman Brothers  Government/Corporate  Bond Index with maturities
of 10 years or greater.  Total return comprises price  appreciation/depreciation
and income as a percentage of the original  investment.  Indices are  rebalanced
monthly by market capitalization.

Lehman Brothers Mortgage-Backed  Securities Index is composed of all fixed-rate,
securitized  mortgage  pools  by  GNMA,  FNMA,  and the  FHLMC,  including  GNMA
Graduated Payment Mortgages. The minimum principal amount required for inclusion
is $50  million.  Total return  comprises  price  appreciation/depreciation  and
income as a  percentage  of the  original  investment.  Indices  are  rebalanced
monthly by market capitalization.

Lehman Brothers Mutual Fund 1-5 Government/Credit  Index is composed of treasury
notes,  agencies, and credits rated BBB or better, and with maturities of 1 year
or greater and 5 years or less. It is a rolling mix of issues, as new issues are
added and issues becoming less than 1 year to maturity are deleted.

Morgan   Stanley   Capital   International   (MSCI)   Europe  (15)  Index  is  a
capitalization-weighted  index.  The index is designed to track the broader MSCI
EMU Benchmark containing stocks in ten EMU member countries.

Morgan   Stanley   Capital   International   Pacific  Free  Index  is  a  market
capitalization-weighted  index  representing  all of the Morgan Stanley  Capital
International  developed  markets  in  the  Pacific.  It  comprises  six  of the
twenty-two   countries  that  are  included  in  the  Morgan   Stanley   Capital
International  World.  This index is created by  aggregating  the six  different
country indexes,  all of which are created separately.  This index is calculated
with gross dividends  reinvested.  The countries  represented by this index are:
Australia,  Hong Kong, Japan,  Malaysia,  New Zealand and Singapore.  The "Free"
aspect indicates that this index includes only securities that are allowed to be
purchased by global investors.

Morgan Stanley REIT Index is a total-return index comprised of the most actively
traded real estate  investment  trusts,  and is designed to be a measure of real
estate equity performance.

Morgan Stanley Capital International (MSCI) EAFE (Europe,  Australia,  Far East)
Index is a stock index designed to measure the  investment  returns of developed
economies outside of North America.

Russell 1000 Growth Index is an index that  measures  the  performance  of those
Russell 1000 companies with higher  price-to-book  ratios and higher  forecasted
growth values.

Russell  1000 Value Index is an index that  measures  the  performance  of those
Russell  1000  companies  with lower price to book  ratios and lower  forecasted
growth values.

Russell  2000 Growth  Index  measures  the  performance  of those  Russell  2000
companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000 Index measures the  performance of the 2,000 smallest  companies in
the Russell 3000 Index,  which  represents  approximately 8% of the total market
capitalization of the Russell 3000 Index. As of the latest  reconstitution,  the
average market  capitalization was approximately $580 million; the median market
capitalization was approximately $466 million.  The largest company in the index
had an approximate market capitalization of $1.5 billion.

Russell  2000  Value  Index  measures  the  performance  of those  Russell  2000
companies with lower price-to-book ratios and lower forecasted growth values.

Russell  Midcap Growth Index  measures the  performance  of those Russell MidCap
companies with lower  price-to-book  ratios and higher forecasted growth values.
The stocks are also members of the Russell 1000 Value index.

Russell  Midcap Value Index is an index that measures the  performance  of those
Russell Midcap companies with lower  price-to-book  ratios and higher forecasted
growth values. The stocks are also members of the Russell 1000 Value index.

S&P 500  Index is a market  capitalization-weighted  index  of 500  widely  held
stocks often used as a proxy for the stock  market.  It measures the movement of
the largest issues.  Standard & Poor's chooses the member  companies for the 500
based on market size, liquidity and industry group representation.  Included are
the stocks of industrial, financial, utility and transportation companies.

S&P/BARRA 400 Value Index is a market  capitalization-weighted  index of all the
stocks  in the  S&P 400  that  have  low  price-to-book  ratios.  The  index  is
rebalanced semi-annually on January 1 and July 1.

S&P/BARRA 500 Growth Index is a market  capitalization-weighted index of all the
stocks in the S&P 500 that have high  price-to-book  ratios.  It is  designed so
that approximately 50% of the SPX market capitalization is in the Growth Index.

S&P/BARRA  500  Value  Index  is a market  capitalization-weighted  index of the
stocks in the S&P 500 Index having the highest book to price  ratios.  The index
consists of approximately half of the S&P 500 on a market capitalization basis.

S&P/BARRA  600  Growth  Index is a market  capitalization-weighted  index of the
stocks in the S&P SmallCap 600 Index having the lowest book to price ratios. The
index  consists  of  approximately  half of the  S&P  SmallCap  600 on a  market
capitalization basis.

S&P Midcap 400 Index includes  approximately  10% of the  capitalization of U.S.
equity  securities.  These are comprised of stocks in the middle  capitalization
range.  Any mid-sized  stocks already  included in the S&P 500 are excluded from
this index.

S&P SmallCap 600 Index  consists of 600 domestic  stocks chosen for market size,
liquidity  and industry  group  representation.  It is a market  weighted  index
(stock  price x shares  outstanding),  with each  stock  affecting  the index in
proportion to its market value.







                         PRINCIPAL INVESTORS FUND, INC.








              This Prospectus describes a mutual fund organized by
                       Principal Life Insurance Company.




                The date of this Prospectus is December 6, 2000.






















      As with all mutual funds, the Securities and Exchange  Commission  ("SEC")
      has  not  approved  or  disapproved  the  Fund's  securities  nor  has  it
      determined that this Prospectus is accurate or complete.  It is a criminal
      offense to represent otherwise.

                               TABLE OF CONTENTS


Fund Descriptions..............................................................4
    Stable Funds
       High Quality Short-Term Bond Fund.......................................6
       Money Market Fund.......................................................8


    Conservative Funds
       Bond & Mortgage Securities Fund........................................10
       Government Securities Fund.............................................12
       High Quality Intermediate-Term Bond Fund...............................14
       High Quality Long-Term Bond Fund.......................................16

    Moderate Funds
       Balanced Fund..........................................................18
       LargeCap Blend Fund....................................................20
       LargeCap Growth Fund...................................................22
       LargeCap S&P 500 Index Fund............................................24
       LargeCap Value Fund....................................................26
       MidCap Value Fund......................................................28
       Partners LargeCap Blend Fund...........................................30
       Partners LargeCap Growth Fund I........................................32
       Partners LargeCap Growth Fund II.......................................34
       Partners LargeCap Value Fund...........................................36
       Partners MidCap Value Fund.............................................38
       Real Estate Fund.......................................................40

    Aggressive Funds
       MidCap Blend Fund......................................................42
       MidCap Growth Fund.....................................................44
       MidCap S&P 400 Index Fund..............................................46
       Partners MidCap Growth Fund............................................48
       Partners SmallCap Growth Fund I........................................50
       Partners SmallCap Growth Fund II.......................................52
       SmallCap Blend Fund....................................................54
       SmallCap Growth Fund...................................................56
       SmallCap S&P 600 Index Fund............................................58
       SmallCap Value Fund....................................................60
       Technology Fund........................................................62

    Dynamic Funds
       European Fund..........................................................64
       International Emerging Markets Fund....................................66
       International Fund I...................................................68
       International Fund II..................................................70
       International SmallCap Fund............................................72
       Pacific Basin Fund.....................................................74

General Information
    The Costs of Investing....................................................76
    Certain Investment Strategies and Related Risks...........................77
    Management, Organization and Capital Structure............................82
    Shareholder Information...................................................84
    Fund Account Information..................................................86

Appendix A....................................................................87




The  Principal  Investors  Funds have been  divided  into risk  categories.  The
working definition of each category is shown below:

Stable
Investment options that historically have had lower earnings over longer periods
of time  and have  not  changed  much in value  over  short  periods  of time as
compared to the other  categories.  Examples are money market,  some  short-term
bond and stable value investment options.

Conservative
Investments,  including government securities,  mortgage-backed  securities, and
corporate  bonds,  that  change  in value as  interest  rates  change.  They are
generally less volatile than stocks.

Moderate
In general,  these are stocks of large U.S.  companies.  In the past,  they have
been more volatile than corporate and government bonds. Balanced investments are
also considered to be moderate investment options.

Aggressive
Although there are exceptions,  these  investments are generally stocks of small
and  medium-size  U.S.  companies.  These  investments  can change in value very
quickly over short time periods.

Dynamic
In  general,  theses are stocks of foreign  companies.  These  investments  have
additional risks associated with foreign  investing,  such as currency risk, and
can change in value very quickly over short-term periods.

FUND DESCRIPTIONS

Principal Investors Fund, Inc. is comprised of many investment portfolios
("Funds"). The Funds are divided into five risk categories: Stable,
Conservative, Moderate, Aggressive, and Dynamic. Principal Management
Corporation*, the "Manager" of each of the Funds, seeks
to provide a broad range of investment approaches through the Principal
Investors Fund.

The Manager has selected a Sub-Advisor for each Fund based on the  Sub-Advisor's
experience  with  the  investment  strategy  for  which  it  was  selected.  The
Sub-Advisor for each Fund is shown with the Fund's  description on the following
pages. The Sub-Advisors are:

<TABLE>
<CAPTION>
<S>                                                            <C>


Alliance Capital Management L.P. through its                   Invista Capital Management, LLC(R)("Invista")*
  Bernstein Investment Research and Management                 Morgan Stanley Asset Management ("Morgan Stanley")
  unit ("Bernstein")                                           Neuberger Berman Management Inc. ("Neuberger Berman")
American Century Investment Management, Inc.                   Principal Capital Income Investors, LLC ("PCII")*
  ("American Century")                                         Principal Capital Real Estate Investors, LLC ("PCREI")*
BT Funds Management (International) Limited ("BT")*            Turner Investment Partners, Inc. ("Turner")
Federated Management Corporation ("Federated")
</TABLE>

Two  classes  of  shares  of each of these  Funds  are  available  through  this
Prospectus. Both classes are currently available only through certain registered
representatives of Princor Financial Services Corporation ("Princor")*,  who are
also  employees  of Principal  Life  Insurance  Company* or fee-based  financial
planners.
o    Select shares are available to an employer's  sponsored  retirement plan(s)
     (the  "plan")  through  the  Principal  Investors  Advantage  (the  service
     contract (or through  execution of a service  contract  offered  through an
     affiliate  of  Principal  Life  Insurance  Company)) if the plan invests at
     least $3 million  (but less than $10  million) in the  Principal  Investors
     Fund.
o    Preferred  shares  are  available  to an  employer's  sponsored  retirement
     plan(s) (the "plan") through the Principal  Investors Advantage (or through
     execution of a service  contract  offered through an affiliate of Principal
     Life  Insurance  Company))  if the plan invests at least $10 million in the
     Principal Investors Fund.
For  more  information  about  Principal  Investors  Advantage,  contact  us  at
www.principal.com or call 1-800-547-7754.


     * Principal Management  Corporation,  Invista, PCII, PCREI, BT, Princor and
       Principal Life Insurance  Company are members of the Principal  Financial
       Group(R).

In the  description  for each Fund,  there is  important  information  about the
Fund's:

Primary investment strategy
This  section  summarizes  how each  Fund  intends  to  achieve  its  investment
objective.  It identifies the Fund's primary investment  strategy (including the
type or types  of  securities  in which  the Fund  invests)  and any  policy  to
concentrate  in  securities  of issuers  in a  particular  industry  or group of
industries.

Each  Fund is  designed  to be a portion  of an  investor's  portfolio.  None is
intended to be a complete  investment  program.  Investors  should  consider the
risks of each Fund before making an  investment  and be prepared to maintain the
investment during periods of adverse market conditions.

A description  of the main risks is included with the discussion of each Fund. A
full  discussion  of risks  appears  later in the  Prospectus  under the caption
"Certain Investment Strategies and Related Risks."

Annual operating expenses
The annual operating expenses for each Fund are deducted from that Fund's assets
(stated as a percentage of Fund assets).  A Fund's operating  expenses are shown
with  each  Fund.  A  discussion  of the  fees is found  in the  section  of the
Prospectus titled "The Costs of Investing."

The examples are intended to help  investors  compare the cost of investing in a
particular  Fund with the cost of investing in other mutual funds.  The examples
assume an  investment of $10,000 in a Fund for the time periods  indicated.  The
examples  also assume that the  investment  has a 5% total  return each year and
that the Fund's operating  expenses are the same as the expenses shown. Based on
these assumptions, the costs would be as shown.

Day-to-day Fund management
The investment  professionals who manage the assets of each Fund are listed with
each Fund.  Backed by their  staffs of  experienced  securities  analysts,  they
provide the Funds with professional investment management.


Fund performance
Because  the  Funds  are new and  have not  completed  a full  calendar  year of
operations,  performance  information  for the  Funds  is not  included  in this
Prospectus.  To obtain  performance  information for a Fund after its first full
calendar  quarter  of  operations,  contact  us  at  www.principal.com  or  call
1-800-547-7754.  Remember that a Fund's past  performance is not  necessarily an
indication of how the Fund will perform in the future.

Call the  Principal  Investors  Fund  (1-800-547-7754)  to get the current 7-day
yield for the Money Market Fund.


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


HIGH QUALITY SHORT-TERM BOND FUND
The Fund seeks to provide current income.


Main Strategies
The Fund invests primarily in high quality,  short-term  fixed-income securities
with a  dollar  weighted  average  maturity  of four  years  or  less.  The Fund
considers the term "bond" to mean any debt security. Under normal circumstances,
it invests at least 80% of its assets in:
o    securities issued or guaranteed by the U.S. Government or its agencies or
     instrumentalities;
o    debt securities of U.S. issuers rated in the three highest grades by
     Standard & Poor's Rating Service or Moody's Investors Service, Inc. or, if
     unrated, in the opinion of the Sub-Advisor, PCII, of comparable quality;
     and
o    mortgage-backed securities representing an interest in a pool of mortgage
     loans.


The rest of the Fund's  assets are invested in securities in the fourth
highest rating  category or their  equivalent.  Securities in the fourth highest
category are  "investment  grade."  While they are  considered  to have adequate
capacity  to  pay  interest  and  repay  principal,  they  do  have  speculative
characteristics.  Changes in economic  and other  conditions  are more likely to
affect the ability of the issuer to make principal and interest payments than is
the case with issuers of higher rated securities.

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


Main Risks
The Fund may invest in corporate  fixed-income  securities.  When interest rates
fall, the price of such  securities rise and when interest rates rise, the price
declines.  In addition,  the value of the corporate debt  securities held by the
Fund may be affected by factors such as credit  rating of the entity that issued
the security and its maturity. Lower quality and longer maturity securities will
be subject to greater credit risk and price fluctuations than higher quality and
shorter maturity securities.

Mortgage-backed   securities  are  subject  to  prepayment  risk.  When
interest rates decline,  significant  unscheduled  prepayments may result. These
prepayments must then be reinvested at lower rates. Prepayments may also shorten
the  effective  maturities of these  securities,  especially  during  periods of
declining  interest rates. On the other hand,  during periods of rising interest
rates, a reduction in prepayments may increase the effective maturities of these
securities,  subjecting  them to the risk of decline in market value in response
to rising interest rates. This may increase the volatility of the Fund.

Under  normal  circumstances,  the  Fund  maintains  a  dollar-weighted
average  maturity  of not more than  four  years.  In  determining  the  average
maturity of the Fund's  assets,  the  maturity  date of  callable or  prepayable
securities may be adjusted to reflect PCII's  judgment  regarding the likelihood
of the security being called or prepaid.

The average portfolio  duration of the Fund normally is less than four years and
is based on PCII's  forecast  for interest  rates.  Duration is a measure of the
expected  life  of a  fixed-income  security  that  is  used  to  determine  the
sensitivity of a security's price to changes in interest rates. For example,  if
the portfolio  duration of the Fund is three years, a change of 1% in the Fund's
yield  results  in a change  of  approximately  3% in the  value  of the  Fund's
securities.  The  longer a  security's  duration,  the more  sensitive  it is to
changes in interest rates. A Fund with a longer average portfolio  duration will
be more  sensitive  to  changes  in  interest  rates  than a Fund with a shorter
average portfolio duration.

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:
Fund Operating Expenses
                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.40%       0.40%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.78%       0.66%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09

The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                           1 Year  3 Years


                                      Select Class          $80     $249
                                      Preferred Class        67      211



Since December, 2000      Co-Manager: Daniel J. Garrett, CFA. Mr. Garrett is a
(Fund's inception)        portfolio manager for PCII. He joined the Principal
                          Financial Group in 1985 as a commercial  mortgage
                          analyst and was named to his current position in 1998.
                          Mr. Garrett received his Master's  degree in Business
                          and his Bachelor's  degree in Computer  Information
                          Systems and Finance from Drake  University.  He has
                          earned the right to use the Chartered Financial
                          Analyst designation.

Since December, 2000      Co-Manager: Martin J. Schafer. Mr. Schafer is a
(Fund's inception)        portfolio manager for PCII specializing in the
                          management of mortgage-backed  securities  utilizing
                          an active,  total return approach.  He joined the
                          Principal  Financial  Group in 1977. He holds a BBA in
                          Accounting  and Finance from the  University of Iowa.

MONEY MARKET FUND
The Fund seeks as high a level of  current  income as is  considered  consistent
with preservation of principal and maintenance of liquidity.

Main Strategies
The Fund invests its assets in a portfolio of high quality,  short-term
money market instruments. The investments are U.S. dollar denominated securities
which the Sub-Advisor,  PCII, believes present minimal credit risks. At the time
the Fund purchases each security, it is an "eligible security" as defined in the
regulations  issued under the  Investment  Company Act of 1940 ("1940 Act"),  as
amended.

The Fund maintains a dollar weighted average  portfolio  maturity of 90
days or less. It intends to hold its investments  until maturity.  However,  the
Fund may sell a  security  before  it  matures:
     o to take  advantage  of market variations;
     o to generate cash to cover sales of  Fund  shares by its shareholders; or
     o upon revised credit opinions of the security's issuer.

The sale of a security  by the Fund before  maturity  may not be in the
best  interest  of the Fund.  The Fund does have an ability  to borrow  money to
cover the sale of Fund  shares.  The sale of portfolio  securities  is usually a
taxable event.


It is the policy of the Fund to be as fully invested as possible to maximize
current income. Securities in which the Fund invests include:
o    securities issued or guaranteed by the U.S. Government, including treasury
     bills, notes and bonds;
o    securities issued or guaranteed by agencies or instrumentalities of the
     U.S. Government. These are backed either by the full faith and credit of
     the U.S. Government or by the credit of the particular agency or
     instrumentality;
o    bank obligations including:
     o  certificates  of deposit  which  generally are  negotiable  certificates
        against  funds  deposited in a commercial  bank;  or
     o  bankers  acceptances which are time drafts drawn on a  commercial  bank,
        usually in  connection with international commercial transactions.
o    commercial paper, which is short-term promissory notes issued by U.S. or
     foreign corporations primarily to finance short-term credit needs;
o    corporate debt consisting of notes, bonds or debentures which at the time
     of purchase by the Fund has 397 days or less remaining to maturity;
o    repurchase   agreements  under  which  securities  are  purchased  with  an
     agreement by the seller to  repurchase  the security at the same price plus
     interest at a specified  rate.  Generally these have a short maturity (less
     than a week) but may also have a longer maturity; and
o    taxable municipal  obligations,  which are short-term obligations issued or
     guaranteed by state and municipal issuers which generate taxable income.


Among the  certificates  of deposit  typically held by the Money Market
Fund are Eurodollar and Yankee obligations,  which are issued in U.S. dollars by
foreign  banks  and  foreign  branches  of U.S.  banks.  Eurodollar  and  Yankee
obligations have risks similar to U.S. money market instruments,  such as income
risk and credit risk. Other risks of Eurodollar and Yankee  obligations  include
the   possibilities   that:   a   foreign   government   will   not   let   U.S.
dollar-denominated  assets  leave the country;  the banks that issue  Eurodollar
obligations  may not be  subject  to the same  regulations  as U.S.  banks;  and
adverse political or economic  developments will affect investments in a foreign
country.   Before  the  Fund's  Sub-Advisor   selects  a  Eurodollar  or  Yankee
obligation,  however,  the  foreign  issue  undergoes  the  same  credit-quality
analysis and tests of financial strength as an issuer of domestic securities.

Main Risks
As with all  mutual  funds,  the value of the  Fund's  assets  may rise or fall.
Although  the Fund seeks to  preserve  the value of an  investment  at $1.00 per
share,  it is possible to lose money by investing  in the Fund.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.  An investment in the Fund is not insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.

Investor Profile
The Fund is  generally  a suitable  investment  for  investors  seeking  monthly
dividends without incurring much principal risk.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


Fund Operating Expenses



                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.40%       0.40%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.78%       0.66%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                       1 Year  3 Years


                                  Select Class          $80     $249
                                  Preferred Class        67      211


Since December, 2000      Co-Manager: Alice Robertson. Ms. Roberston is a trader
(Fund's inception)        for PCII on the corporate fixed-income trading desk.
                          She joined the Principal  Financial  Group in 1990 as
                          a credit analyst and moved to her current position in
                          1993. Previously,  Ms. Robertson was an assistant vice
                          president/commercial paper analyst with Duff & Phelps
                          Credit  Company.  Ms.  Robertson  earned her Master's
                          degree in Finance and Marketing from DePaul University
                          and her Bachelor's degree in Economics from
                          Northwestern University.

Since December, 2000      Co-Manager: Michael R. Johnson. Mr. Johnson directs
(Fund's inception)        securities trading for PCII. He joined the Principal
                          Financial  Group in 1982 and took his current position
                          in 1994.  His responsibilities include   managing
                          the fixed-income  trading operation for Principal
                          Capital Income Investors and several short-term money
                          market accounts.  He earned his Bachelor's degree in
                          Finance from Iowa State University.


BOND & MORTGAGE SECURITIES FUND
The Fund seeks to provide current income.


Main Strategies
The  Fund  invests  primarily  in  intermediate  maturity  fixed-income  or debt
securities  rated BBB or higher by Standard & Poor's Rating  Service  ("S&P") or
Moody's Investors Service, Inc. ("Moody's").  The Fund considers the term "bond"
to mean any debt security. Under normal circumstances, the Fund invests at least
75% of its assets in:
o    securities issued or guaranteed by the U.S. Government or its agencies or
     instrumentalities;
o    mortgage-backed securities representing an interest in a pool of mortgage
     loans;
o    debt securities and taxable municipal bonds rated, at the time of purchase,
     in one of the top four  categories  by S&P or Moody's or, if not rated,  in
     the opinion of the Sub-Advisor, PCII, of comparable quality; and
o    securities issued or guaranteed by the governments of Canada (Provincial or
     Federal Government) or the United Kingdom payable in U.S. dollars.

The rest of the Fund's assets may be invested in:
o    preferred and common stock that may be convertible  (may be exchanged for a
     fixed  number  of  shares of  common  stock of the same  issuer)  or may be
     non-convertible; or
o    securities rated less than the four highest grades of
     S&P or Moody's  but not lower than BB- (S&P) or Ba3  (Moody's)  (i.e.  less
     than investment grade).
Under unusual market or economic  conditions,  the Fund may invest up to 100% of
its assets in cash and cash equivalents.

Main Risks
The average  portfolio  duration of the Fund normally  varies within a three- to
six-year time frame based on PCII's forecast for interest  rates.  Duration is a
measure  of the  expected  life  of a  fixed-income  security  that  is  used to
determine the  sensitivity of a security's  price to changes in interest  rates.
For example,  if the portfolio  duration of the Fund is three years, a change of
1% in the Fund's yield results in a change of  approximately  3% in the value of
the Fund's securities.  The longer a security's duration,  the more sensitive it
is to changes in interest rates. A Fund with a longer average portfolio duration
will be more  sensitive to changes in interest  rates than a Fund with a shorter
average portfolio duration.

Mortgage-backed  securities are subject to prepayment  risk. When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates.  On the other hand,  during periods of rising interest rates, a reduction
in  prepayments  may  increase the  effective  maturities  of these  securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest rates. This may increase the volatility of the Fund.

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

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

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.55%       0.55%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.93%       0.81%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09




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

                                                         1 Year  3 Years


                                     Select Class          $95     $296
                                     Preferred Class        83      259



     Since December, 2000     Co-Manager: Lisa A. Stange, CFA. As Portfolio
     (Fund's inception)       Manager for PCII, Ms. Stange manages over
                              $3 billion in fixed-income portfolios invested in
                              public and private corporate bonds, mortgage-
                              backed  securities,   commercial  mortgage-backed
                              securities,     asset-backed    securities    and
                              commercial  real  estate  mortgages.  Ms.  Stange
                              joined  the  Principal  Financial  Group  in 1989
                              after earning her Master's and Bachelor's degrees
                              in Finance from the  University of Iowa.  She has
                              earned the right to use the  Chartered  Financial
                              Analyst designation.

     Since December, 2000     Co-Manager: William C. Armstrong, CFA. Mr.
     (Fund's inception)       Armstrong leads the multi-sector/core portfolio
                              management group for PCIIs' stable value division.
                              Mr.  Armstrong  has been  with the  Principal
                              Financial   Group  since  1992.   He  earned  his
                              Master's  degree from the  University of Iowa and
                              his Bachelor's degree from Kearney State College.
                              He has  earned  the  right  to use the  Chartered
                              Financial Analyst designation.

GOVERNMENT SECURITIES FUND
The Fund seeks to provide current income.


Main Strategies
The Fund seeks to achieve its  investment  objective by investing  primarily (at
least 65% of its assets) in securities  that are issued by the U.S.  Government,
its  agencies  or  instrumentalities.  The Fund may  invest  in  mortgage-backed
securities  representing  an  interest  in  a  pool  of  mortgage  loans.  These
securities  are rated AAA by  Standard  & Poor's  Corporation  or Aaa by Moody's
Investor Services, Inc. or, if unrated, determined by the Sub-Advisor,  PCII, to
be of equivalent quality.


The Fund relies on the professional judgment of PCII to make decisions about the
Fund's portfolio securities.  The basic investment philosophy of PCII is to seek
undervalued  securities that represent good long-term investment  opportunities.
Securities  may be sold  when  PCII  believes  they  no  longer  represent  good
long-term value.

The Fund may also hold cash and cash  equivalents.  The size of the Fund's  cash
position depends on various factors,  including market  conditions and purchases
and  redemptions of Fund shares.  A large cash position could impact the ability
of the Fund to  achieve  its  objective  but it also  would  reduce  the  Fund's
exposure  in the  event of a  market  downturn  and  provide  liquidity  to make
additional investments or to meet redemptions.

Main Risks
Although  some of the  securities  the Fund  purchases  are  backed  by the U.S.
government  and its  agencies,  shares  of the  Fund  are not  guaranteed.  When
interest rates fall, the value of the Fund's shares rises,  and when rates rise,
the value  declines.  Because of the fluctuation in values of the Fund's shares,
if shares are sold when their  value is less than the price paid,  the  investor
will lose money.

U.S.  Government  securities  do not  involve the degree of credit risk
associated  with  investments  in lower quality  fixed-income  securities.  As a
result, the yields available from U.S. Government securities are generally lower
than the yields available from many other  fixed-income  securities.  Like other
fixed-income  securities,  the values of U.S.  Government  securities  change as
interest rates fluctuate.  Fluctuations in the value of the Fund's securities do
not affect  interest  income on  securities  already  held by the Fund,  but are
reflected  in  the  Fund's  price  per  share.  Since  the  magnitude  of  these
fluctuations  generally is greater at times when the Fund's average  maturity is
longer,  under  certain  market  conditions  the Fund may  invest in  short-term
investments  yielding  lower  current  income  rather than  investing  in higher
yielding longer term securities.

Mortgage-backed   securities  are  subject  to  prepayment  risk.   Prepayments,
unscheduled   principal   payments,   may  result  from  voluntary   prepayment,
refinancing  or  foreclosure  of the  underlying  mortgage.  When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates.  On the other hand,  during periods of rising interest rates, a reduction
in  prepayments  may  increase the  effective  maturities  of these  securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest rates and potentially increasing the volatility of the fund.

In addition,  prepayments may cause losses on securities purchased at a
premium  (dollar  amount by which the price of the bond exceeds its face value).
At times,  mortgage-backed securities may have higher than market interest rates
and are  purchased  at a premium.  Unscheduled  prepayments  are made at par and
cause the Fund to experience a loss of some or all of the premium.

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:
Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.40%       0.40%
     Other Expenses...................   0.38        0.26

         Total Fund Operating Expenses   0.78%       0.66%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09




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

                                                           1 Year  3 Years


                                        Select Class          $80     $249
                                        Preferred Class        67      211


     Since December, 2000     Co-Manager: Martin J. Schafer. Mr. Schafer is a
     (Fund's inception)       portfolio manager for PCII specializing in the
                              management of mortgage-backed securities utilizing
                              an active,  total return approach.  He joined the
                              Principal Financial  Group in 1977. He holds a BBA
                              in Accounting  and Finance from the  University of
                              Iowa.





     Since December, 2000     Co-Manager: Kelly R. Alexander. Ms. Alexander
     (Fund's inception)       shares management responsibility for nine
                              fixed-income  portfolios at PCII,  with combined
                              assets of more than $4 billion. Before assuming
                              her current position,     she     had     similar
                              responsibilities  with Invista from 1992 to 2000.
                              She joined the Principal  Financial Group in 1983
                              to develop the mortgage-backed securities trading
                              department.   Her  experience  includes  hedging,
                              securitization, product development and portfolio
                              management  as well as the risk  management  of a
                              $1.5 billion residential mortgage pipeline.

HIGH  QUALITY  INTERMEDIATE-TERM  BOND FUND
The Fund  seeks to  provide  current
income.

Main Strategies
The Fund invests primarily in intermediate term fixed-income  securities rated A
or higher by  Standard & Poor's  Rating  Service  ("S&P")  or Moody's  Investors
Service, Inc.  ("Moody's").  The Fund considers the term "bond" to mean any debt
security.  Under  normal  circumstances,  the Fund  invests  at least 80% of its
assets in:
o    securities issued or guaranteed by the U.S. Government or its agencies or
     instrumentalities;
o    mortgage-backed securities representing an interest in a pool of mortgage
     loans;
o    debt securities and taxable municipal bonds rated, at the time of purchase,
     in one of the top three  categories by S&P or Moody's or, if not rated,  in
     the opinion of the Sub-Advisor, PCII, of comparable quality; and
o    securities issued or guaranteed by the governments of Canada (Provincial or
     Federal Government) or the United Kingdom payable in U.S. dollars.

The rest of the Fund's assets may be invested in:
o    common stock and preferred stock that may be convertible  (may be exchanged
     for a fixed  number of shares of common stock of the same issuer) or may be
     non-convertible; or
o    securities  rated less than the three highest  grades of S&P or Moody's but
     not lower  than BBB- (S&P) or BAA3  (Moody's)  (i.e.  less than  investment
     grade).
Under unusual market or economic  conditions,  the Fund may invest up to 100% of
its assets in cash and cash equivalents.

Main Risks
The average  portfolio  duration of the Fund normally  varies within a three- to
six-year time frame based on PCII's forecast for interest  rates.  Duration is a
measure  of the  expected  life  of a  fixed-income  security  that  is  used to
determine the  sensitivity of a security's  price to changes in interest  rates.
For example,  if the portfolio  duration of the Fund is three years, a change of
1% in the Fund's yield results in a change of  approximately  3% in the value of
the Fund's securities.  The longer a security's duration,  the more sensitive it
is to changes in interest rates. A Fund with a longer average portfolio duration
will be more  sensitive to changes in interest  rates than a Fund with a shorter
average portfolio duration.

Although  some of the  securities  the Fund  purchases  are  backed  by the U.S.
government and its agencies,  shares of the Fund are not guaranteed.  The values
of U.S. Government  securities change as interest rates fluctuate.  Fluctuations
in  the  value  of the  Fund's  securities  do not  affect  interest  income  on
securities  already held by the Fund,  but are reflected in the Fund's price per
share.

Mortgage-backed  securities are subject to prepayment  risk. When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates.  On the other hand,  during periods of rising interest rates, a reduction
in  prepayments  may  increase the  effective  maturities  of these  securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest. This may increase the volatility of the Fund.

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

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.40%       0.40%
     Other Expenses...................   0.38        0.26

         Total Fund Operating Expenses   0.78%       0.66%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                       1 Year  3 Years

                                   Select Class          $80     $249
                                   Preferred Class        67      211




     Since December, 2000      Co-Manager: Kevin W. Croft, CFA. As a portfolio
     (Fund's inception)        manager for PCII, Mr. Croft has direct
                               responsibility  for $950  million  invested  in
                               fixed-income portfolios. He joined the  Principal
                               Financial  Group in 1988.  He earned his Master's
                               and Bachelor's degrees from Drake University.  He
                               has  earned  the  right  to  use  the   Chartered
                               Financial Analyst designation.

     Since December, 2000      Co-Manager: Martin J. Schafer. Mr. Schafer is a
     (Fund's inception)        portfolio manager for PCII specializing in the
                               management of mortgage-backed securities
                               utilizing an active,  total return approach.  He
                               joined the Principal  Financial  Group in 1977.
                               He holds a BBA in Accounting  and Finance from
                               the University of Iowa.


HIGH QUALITY LONG-TERM BOND FUND
The Fund seeks to provide current income.


Main Strategies
The Fund  invests  primarily  in long-term  fixed-income  securities  rated A or
higher by Standard & Poor's Rating Service ("S&P") or Moody's Investors Service,
Inc. ("Moody's").  The Fund considers the term "bond" to mean any debt security.
Under normal circumstances, the Fund invests at least 75% of its assets in:
o    securities issued or guaranteed by the U.S. Government or its agencies or
     instrumentalities;
o    mortgage-backed securities representing an interest in a pool of mortgage
     loans;
o    debt securities and taxable municipal bonds rated, at the time of purchase,
     in one of the top three  categories by S&P or Moody's or, if not rated,  in
     the opinion of the Sub-Advisor, PCII, of comparable quality; and
o    securities issued or guaranteed by the governments of Canada (Provincial or
     Federal Government) or the United Kingdom payable in U.S. dollars.

The rest of the Fund's assets may be invested in:
o    common stock and preferred stock that may be convertible  (may be exchanged
     for a fixed  number of shares of common stock of the same issuer) or may be
     non-convertible; or
o    securities  rated less than the three highest  grades of S&P or Moody's but
     not lower than BBB- (S&P) or BAA3  (Moody's)  (i.e.,  less than  investment
     grade).
Under unusual market or economic  conditions,  the Fund may invest up to 100% of
its assets in cash and cash equivalents.

Main Risks
The average  portfolio  duration of the Fund  normally is greater than six years
and is based on PCII's forecast for interest rates. Duration is a measure of the
expected  life  of a  fixed-income  security  that  is  used  to  determine  the
sensitivity of a security's price to changes in interest rates. For example,  if
the  portfolio  duration of the Fund is six years,  a change of 1% in the Fund's
yield  results  in a change  of  approximately  6% in the  value  of the  Fund's
securities.  The  longer a  security's  duration,  the more  sensitive  it is to
changes in interest rates. A Fund with a longer average portfolio  duration will
be more  sensitive  to  changes  in  interest  rates  than a Fund with a shorter
average portfolio duration.

Although  some of the  securities  the Fund  purchases  are  backed  by the U.S.
government and its agencies,  shares of the Fund are not guaranteed.  The values
of U.S. Government  securities change as interest rates fluctuate.  Fluctuations
in  the  value  of the  Fund's  securities  do not  affect  interest  income  on
securities  already held by the Fund,  but are reflected in the Fund's price per
share.

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

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

Investor Profile
The  Fund  is   generally   a  suitable   investment   for   investors   seeking
diversification by investing in a fixed-income mutual fund.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.40%       0.40%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.78%       0.66%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                       1 Year  3 Years

                                   Select Class          $80     $249
                                   Preferred Class        67      211


     Since December, 2000      Co-Manager: Kevin W. Croft, CFA. As a portfolio
     (Fund's inception)        manager for PCII, Mr. Croft has direct
                               responsibility  for $950  million  invested  in
                               fixed-income  portfolios. He joined the Principal
                               Financial  Group in 1988.  He earned his Master's
                               and Bachelor's degrees from Drake University.  He
                               has  earned  the  right  to  use  the   Chartered
                               Financial Analyst designation.

     Since December, 2000      Co-Manager: Martin J. Schafer. Mr. Schafer is a
     (Fund's inception)        portfolio manager for PCII specializing in the
                               management of mortgage-backed securities
                               utilizing an active,  total return approach.
                               He joined the Principal  Financial Group in 1977.
                               He holds a BBA in Accounting and Finance from the
                               University of
                               Iowa.

BALANCED FUND
The Fund  seeks to  generate a total  return  consisting  of current  income and
long-term growth of capital.

Main Strategies
The Fund seeks growth of capital and current  income by  investing  primarily in
common  stocks  and  corporate  bonds.  It  may  also  invest  in  other  equity
securities,  government bonds and notes  (obligations of the U.S.  government or
its agencies or  instrumentalities)  and cash.  Though the  percentages  in each
category are not fixed,  common  stocks  generally  represent  40% to 70% of the
Fund's assets. The remainder of the Fund's assets is invested in bonds and cash.

Invista  serves as Sub-Advisor  for the portion of the Fund's  portfolio that is
invested  in  equity  securities.  In making  its  selection  Invista  looks for
companies that have predictable  earnings and which,  based on growth prospects,
it believes are  undervalued  in the  marketplace.  Invista buys stocks with the
objective  of  long-term  capital  appreciation.  From  time  to  time,  Invista
purchases stocks with the expectation of price appreciation over the short-term.
In response to changes in economic conditions, Invista may change the make-up of
the portfolio and emphasize  different  market sectors by buying and selling the
portfolio's stocks. The Fund may invest up to 25% of its assets in securities of
foreign companies.

PCII  serves as  Sub-Advisor  for the  portion of the Fund's  portfolio  that is
invested in fixed-income  securities.  Fixed-income  securities are purchased to
generate  income and for  capital  appreciation  purposes  when PCII thinks that
declining  interest rates may increase market value.  Deep discount bonds (those
which sell at a substantial  discount from their face amount) are also purchased
to generate capital appreciation.  The Fund may invest in bonds with speculative
characteristics  but does not  intend  to invest  more than 5% of its  assets in
securities rated below BBB by Standard & Poor's Rating Service or Baa by Moody's
Investors Service,  Inc.  Fixed-income  securities that are not investment grade
are  commonly  referred  to as "junk  bonds"  or high  yield  securities.  These
securities offer a higher yield than other,  higher rated  securities,  but they
carry a  greater  degree  of risk and are  considered  speculative  by the major
credit rating agencies.

Main Risks
The value of the stocks owned by the Fund changes on a daily basis. Stock prices
reflect the  activities  of individual  companies as well as general  market and
economic conditions. In the short-term,  stock prices can fluctuate dramatically
in response to these factors.  Foreign stocks carry risks that are not generally
found in  stocks  of U.S.  companies.  These  include  the risk  that a  foreign
security  could  lose value as a result of  political,  financial  and  economic
events in foreign countries.  In addition,  foreign securities may be subject to
securities  regulators with less stringent  accounting and disclosure  standards
than are required of U.S. companies.

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

Because  the Fund  invests in both stocks and bonds,  the Fund may  underperform
stock funds when stocks are in favor and underperform  bond funds when bonds are
in favor.  As with all mutual funds,  as the value of the Fund's assets rise and
fall,  the Fund's share price  changes.  If the investor  sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.

Investor Profile
The Fund is generally a suitable investment for investors seeking current income
as well as long-term growth of capital.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.50%       0.50%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.88%       0.76%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                       1 Year  3 Years


                                   Select Class          $90     $281
                                   Preferred Class        78      243


  Since December, 2000      Co-Manager: William C. Armstrong, CFA. Mr. Armstrong
  (Fund's inception)        leads the multi-sector/core portfolio management
                            group for PCII's stable value division.
                            Mr.  Armstrong  has been  with the  Principal
                            Financial   Group  since  1992.   He  earned  his
                            Master's  degree from the  University of Iowa and
                            his Bachelor's degree from Kearney State College.
                            He has  earned  the  right  to use the  Chartered
                            Financial Analyst designation.

  Since December, 2000      Co-Manager: Judith A. Vogel, CFA. Ms. Vogel is a
 (Fund's inception)         portfolio manager for domestic core and
                            balanced portfolios.  Ms. Vogel joined the Principal
                            Financial Group in 1982 as a strategist and was
                            one  of  Invista's   founding  members  in  1985.
                            She  earned  her  Bachelor's   degree  in  Business
                            Administration  from Central College. She has earned
                            the right to use the Chartered Financial Analyst
                            designation.

  Since December, 2000      Co-Manager:  Mary Sunderland, CFA. Ms. Sunderland
 (Fund's inception)         manages the large-cap growth portfolios for Invista.
                            She joined Invista in early 2000 following a 10-year
                            career  with  Skandia  Asset Management  where she
                            directed  their more than $2.5 billion U.S.  Equity
                            Large Cap Growth  portfolios and U.S.  Technology
                            portfolios.  Ms. Sunderland earned her MBA from the
                            Columbia University Graduate School of Business and
                            her Bachelor's degree from Northwestern  University.
                            She has earned the right to use the Chartered
                            Financial Analyst designation.

LARGECAP BLEND FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of large  capitalization  companies.
Under normal market  conditions,  the Fund invests at least 65% of its assets in
companies with a market  capitalization  of greater than $10 billion at the time
of purchase. Market capitalization is defined as total current market value of a
company's outstanding common stock.


In selecting securities for investment, the Sub-Advisor, Invista, looks
at stocks with value and/or growth  characteristics and constructs an investment
portfolio that has a "blend" of stocks with these  characteristics.  In managing
the  assets of the Fund,  Invista  does not have a policy of  preferring  one of
these categories to the other. The value orientation emphasizes buying stocks at
less than  their  investment  value and  avoiding  stocks  whose  price has been
artificially  built up.  The  growth  orientation  emphasizes  buying  stocks of
companies  whose  potential for growth of capital and earnings is expected to be
above average.


Invista uses a bottom-up  approach in its  selection of  individual  securities.
Selection  is based on  fundamental  analysis  of a  company  relative  to other
companies with the focus being on Invista's estimation of forward-looking  rates
of return. Up to 25% of Fund assets may be invested in foreign securities.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  stocks, may underperform compared to other market segments
or to the equity markets as a whole. Because certain of the securities purchased
by the Fund present greater  opportunities  for growth because of high potential
earnings growth,  they may also involve greater risk than securities that do not
have the same potential. The value of the Fund's equity securities may fluctuate
on a daily basis.  As with all mutual  funds,  as the value of the Fund's assets
rise and fall, the Fund's share price changes. If the investor sells Fund shares
when their value is less than the price the investor paid for them, the investor
will lose money.

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


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.45%       0.45%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.83%       0.71%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09




The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                    1 Year  3 Years


               Select Class          $85     $265
               Preferred Class        73      227


 Since December, 2000      Mark T. Williams, CFA. Mr. Williams manages Invista's
 (Fund's inception)        research department conducting macroeconomic and
                           quantitative  research as applied to domestic and
                           international  economic trends and
                           forecasts.  Previously,  he served as a portfolio
                           manager with direct  experience in the management
                           of  core,   value-oriented  and   growth-oriented
                           portfolios.  He joined Invista in 1989 with seven
                           years   prior   experience   in  the   technology
                           industry.  Mr.  Williams  received  his MBA  from
                           Drake University and holds a Bachelor's degree in
                           Finance from the  University  of the State of New
                           York.   He  has  earned  the  right  to  use  the
                           Chartered Financial Analyst designation.

LARGECAP GROWTH FUND
The Fund seeks long-term growth of capital

Main Strategies
The Fund invests primarily in common stocks and other equity securities of large
capitalization  companies with strong  earnings growth  potential.  Under normal
market conditions, the Fund invests at least 65% of its assets in companies with
a market  capitalization  of greater  than $10 billion at the time of  purchase.
Market  capitalization  is defined as total current  market value of a company's
outstanding common stock.


The  Sub-Advisor,  Invista,  uses  a  bottom-up  approach  in its  selection  of
individual  securities  that it believes  have an above  average  potential  for
earnings  growth.  Selection  is  based on  fundamental  analysis  of a  company
relative to other  companies  with the focus being on  Invista's  assessment  of
current and future sales growth and operating  margins.  Companies meeting these
criteria  typically have progressed beyond the development stage and are focused
on growing  the  business.  Up to 25% of Fund  assets may be invested in foreign
securities.

Invista  places  strong  emphasis on  companies  it believes  are guided by high
quality management teams with a proven ability to execute. In addition, the Fund
attempts to identify  and  emphasize  those  companies  that are market  leaders
possessing  the  ability  to control  pricing  and  margins in their  respective
industries.  Invista constructs a portfolio that is "benchmark aware" in that it
is sensitive to the sector (companies with similar characteristics) and security
weightings of its benchmark.  However, the Fund is actively managed and prepared
to  over-  and/or  under-weight  sectors  and  industries  differently  from the
benchmark.

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  growth stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  The  securities  purchased by the
Fund present greater opportunities for growth because of high potential earnings
growth,  but may also involve greater risks than securities that do not have the
same  potential.  The value of the Fund's  securities  may  fluctuate on a daily
basis.  As with all mutual  funds,  as the value of the Fund's  assets  rise and
fall,  the Fund's share price  changes.  If the investor  sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the  inception  date of the Fund is December  2000,  historical
performance  data  is not  available.  Annual  Fund  operating  expenses  are as
follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.55%       0.55%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.93%       0.81%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                    1 Year  3 Years

                                Select Class          $95     $296
                                Preferred Class        83      259





     Since December, 2000      Mary Sunderland, CFA. Ms. Sunderland manages the
     (Fund's inception)        large-cap growth portfolios for Invista.
                               She joined Invista in early 2000 following a
                               10-year career with Skandia Asset  Management
                               where she directed  their more than $2.5 billion
                               U.S.  Equity Large Cap Growth portfolios and U.S.
                               Technology portfolios.  Ms. Sunderland earned her
                               MBA from the Columbia  University Graduate School
                               of Business and her Bachelor's degree from
                               Northwestern  University.  She has  earned  the
                               right  to use the Chartered Financial Analyst
                               designation.

LARGECAP S&P 500 INDEX FUND

The Fund seeks long-term growth of capital.


Main Strategies
Under normal market  conditions,  the Fund invests at least 80% of its assets in
common  stocks of  companies  that  compose the  Standard & Poor's*  ("S&P") 500
Index. The Sub-Advisor,  Invista,  attempts to mirror the investment performance
of the  index  by  allocating  the  Fund's  assets  in  approximately  the  same
weightings  as the S&P 500.  The S&P 500 is an  unmanaged  index  of 500  common
stocks  chosen  to  reflect  the  industries  of the U.S.  economy  and is often
considered  a proxy for the stock  market in general.  Each stock is weighted by
its  market   capitalization   which  means   large   companies   have   greater
representation in the index than smaller ones. Over the long-term, Invista seeks
a very close correlation between  performance of the Fund, before expenses,  and
that of the S&P 500. It is unlikely that a perfect  correlation  of 1.00 will be
achieved.


The Fund uses an indexing  strategy and is not managed  according to traditional
methods of "active"  investment  management.  Active  management  would  include
buying and  selling  securities  based on  economic,  financial  and  investment
judgement.  Instead,  the Fund uses a passive investment  approach.  Rather than
judging  the merits of a  particular  stock in  selecting  investments,  Invista
focuses on tracking the S&P 500.  Invista may also use stock index  futures as a
substitute for the sale or purchase of securities. It does not attempt to manage
market  volatility,  use  defensive  strategies  or  reduce  the  effect  of any
long-term periods of poor stock performance.

The correlation between Fund and index performance may be affected by the Fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of  purchases  and sales of Fund  shares.  The Fund may invest in
futures and options,  which could carry  additional  risks such as losses due to
unanticipated  market price  movements and could also reduce the opportunity for
gain.

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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  stocks, may underperform compared to other market segments
or to the equity markets as a whole.  Because  different types of stocks tend to
shift in and out of favor  depending  on market  and  economic  conditions,  the
Fund's  performance may sometimes be lower or higher than that of other types of
funds.

The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate dramatically in response to these factors.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital,  willing to accept the potential for volatile fluctuations in
the value of investments and preferring a passive rather than active  management
style.

*  Standard & Poor's  Corporation  is not  affiliated  with the LargeCap S&P 500
   Index Fund,  Invista  Capital  Management,  LLC or Principal  Life  Insurance
   Company.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.15%       0.15%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.53%       0.41%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


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

                                                    1 Year  3 Years

                               Select Class          $54     $170
                               Preferred Class        42      132

Since December, 2000      Co-Manager: Robert Baur, Ph.D. Dr. Baur joined Invista
(Fund's inception)        in 1995 after serving as a professor of finance and
                          economics at Drake  University and Grand View College.
                          He received his Bachelor's  degree in  Mathematics
                          and his Ph.D. in Economics from Iowa State University.
                          Dr. Baur also  did post-doctoral  study in finance and
                          economics at the University of Minnesota. He also
                          holds a BS in Mathematics from Iowa State University.

Since December, 2000      Co-Manager: Rhonda VanderBeek. Ms. Vander Beek directs
(Fund's inception)        trading operations for Invista index accounts.  She
                          joined the Principal Financial Group in 1983 as a
                          trading statistical clerk and moved to Invista in
                          1992. Ms. Vander Beek has extensive  experience
                          trading both domestic and international securities.


LARGECAP VALUE FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks and other equity securities of large
capitalization  companies.  Under normal market conditions,  the Fund invests at
least 65% of its assets in  companies  with a market  capitalization  of greater
than $10 billion at the time of purchase.  Market  capitalization  is defined as
total current market value of a company's outstanding common stock. Up to 25% of
Fund assets may be invested in foreign securities.

The Fund invests in stocks that, in the opinion of the Sub-Advisor, Invista, are
undervalued in the marketplace at the time of purchase.  This value  orientation
emphasizes buying stocks at less than their investment value and avoiding stocks
whose price has been artificially built up. Value stocks are often characterized
by below average  price/earnings  ratios (P/E) and above average dividend yields
relative to their peers.  The Fund's  investments are selected  primarily on the
basis of  fundamental  security  analysis,  focusing on the company's  financial
stability,  sales,  earnings,  dividend  trends,  return on equity and  industry
trends.  The Fund often invests in stocks  considered  temporarily out of favor.
Investors  often  overreact to bad news and do not respond quickly to good news.
This results in undervalued stocks of the type held by the Fund.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  value stocks,  may underperform  compared to other market
segments or to the equity markets as a whole. The value of the Fund's securities
may fluctuate on a daily basis.  As with all mutual  funds,  as the value of the
Fund's  assets rise and fall,  the Fund's share price  changes.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common stocks,
but who prefer  investing in companies that appear to be considered  undervalued
relative to similar companies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.45%       0.45%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.83%       0.71%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                             1 Year  3 Years

                                         Select Class          $85     $265
                                         Preferred Class        73      227


     Since December, 2000      John Pihlblad, CFA. Mr. Pihlblad is director of
     (Fund's Inception)        quantitative portfolio management for Invista.
                               He has over 24 years experience in creating and
                               managing quantitative investment systems. Prior
                               to joining Invista in 2000,  Mr.  Pihlblad  was a
                               partner and  co-founder  of GlobeFlex  Capital in
                               San  Diego  where  he  was  responsible  for  the
                               development and  implementation of the investment
                               process  for  both  domestic  and   international
                               products.  He  received  his BA from  Westminster
                               College.  He has  earned  the  right  to use  the
                               Chartered Financial Analyst designation.


MIDCAP VALUE FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of medium capitalization  companies.
Under normal market  conditions,  the Fund invests at least 65% of its assets in
companies with a market capitalization between $1 billion and $10 billion at the
time of purchase. Market capitalization is defined as total current market value
of a  company's  outstanding  common  stock.  Up to 25% of  Fund  assets  may be
invested in foreign securities.

The Fund invests in stocks that, in the opinion of the Sub-Advisor, Invista, are
undervalued in the marketplace at the time of purchase.  This value  orientation
emphasizes  buying stocks at less than their inherent value and avoiding  stocks
whose price has been artificially built up. Value stocks are often characterized
by below average  price/earnings ratios (P/E) and above average dividend yields.
The  Fund's  investments  are  selected  primarily  on the basis of  fundamental
security  analysis,  focusing  on  the  company's  financial  stability,  sales,
earnings,  dividend trends, return on equity and industry trends. The Fund often
invests in stocks  considered  temporarily  out of favor.  Investors  often over
react to bad news and do not  respond  quickly  to good  news.  This  results in
undervalued stocks of the type held by this Fund.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  value stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  Because different types of stocks
tend to shift in and out of favor  depending on market and economic  conditions,
the Fund's performance may sometimes be lower or higher than that of other types
of funds.  The value of the Fund's  equity  securities  may fluctuate on a daily
basis. If the investor sells Fund shares when their value is less than the price
the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth  of  capital  and  willing  to  accept  the  potential   for   short-term
fluctuations in the value of investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.65%       0.65%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.03%       0.91%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


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

                                                           1 Year  3 Years

                                        Select Class         $105     $328
                                        Preferred Class        93      290




     Since December, 2000      Catherine A. Zaharis, CFA. Ms. Zaharis directs
     (Fund's inception)        portfolio management for the Invista value team
                               and leads the value research  group.  She joined
                               Invista in 1985.  Ms. Zaharis  received her MBA
                               from Drake University and her BBA in Finance from
                               the  University of Iowa. She has earned the right
                               to   use   the   Chartered    Financial   Analyst
                               designation.


PARTNERS LARGECAP BLEND FUND
The Fund seeks long-term growth of capital.




Main Strategies
The Fund  pursues its  investment  objective  by  investing  primarily in equity
securities of companies that the  Sub-Advisor  believes  offers  superior growth
prospects  or of  companies  whose stock is  undervalued.  Under  normal  market
conditions,  the Fund invests at least 65% of its assets in companies with large
market capitalizations. Market capitalization is defined as total current market
value of a company's outstanding common stock.

In selecting  securities for investment,  the Sub-Advisor,  Federated,  looks at
stocks with value and/or  growth  characteristics  and  constructs an investment
portfolio  that has a "blend" of stocks  with these  characteristics.  The value
orientation  emphasizes  buying stocks at less than their  intrinsic  investment
value and  avoiding  stocks  whose  price has been  unjustifiably  built up. The
growth  orientation  emphasizes  buying stocks of companies  whose potential for
growth of capital  and  earnings  is  expected  to be above  average.  Federated
attempts to identify good  long-term  values through  disciplined  investing and
careful fundamental research.

Using its own  quantitative  process,  Federated  rates the  future  performance
potential of companies.  Federated  evaluates each company's earnings quality in
light of its  current  valuation  to narrow  the list of  attractive  companies.
Federated   then  evaluates   product   positioning,   management   quality  and
sustainability  of current growth trends of those companies.  Using this type of
fundamental  analysis,  Federated  selects the most promising  companies for the
Fund's portfolio.

Companies  with  similar  characteristics  may  be  grouped  together  in  broad
categories  called  sectors.  In determining the amount to invest in a security,
Federated  limits the Fund's exposure to each business sector that comprises the
S&P 500 Index.  The Fund's  allocation  to a sector will not be less than 50% or
more than 200% of the Index's  allocation to that sector. The Fund may invest up
to 25% of its assets in securities of foreign companies.


The Fund actively  trades its portfolio  securities in an attempt to achieve its
investment  objective.  Active  trading will cause the Fund to have an increased
portfolio  turnover rate, which is likely to generate  short-term gains (losses)
for its  shareholders,  which are taxed at a higher  rate than  long-term  gains
(losses).  Actively trading  portfolio  securities  increases the Fund's trading
costs and may have an adverse impact on the Fund's performance.


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



The Fund is also subject to sector risk which is the possibility  that a certain
sector may  underperform  other  sectors or the market as a whole.  As Federated
allocates  more of the Fund's  portfolio  holdings to a particular  sector,  the
Fund's  performance will be more susceptible to any economic,  business or other
developments that generally affect that sector.


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

In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  stocks, may underperform compared to other market segments
or to the equity markets as a whole. Because certain of the securities purchased
by the Fund  present  greater  opportunities  for growth,  they may also involve
greater risks than securities that do not have the same potential.  The value of
the Fund's equity  securities may fluctuate on a daily basis. As with all mutual
funds,  as the value of the Fund's assets rise and fall,  the Fund's share price
changes.  If the  investor  sells Fund  shares when their value is less than the
price the investor paid for them, the investor will lose money.

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


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.75%       0.75%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.13%       1.01%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



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

                                                          1 Year  3 Years

                                      Select Class         $115     $359
                                      Preferred Class       103      322


Since December, 2000   Co-Manager: James E. Grefenstette, CFA. Mr. Grefenstette
(Fund's inception)     joined Federated in 1992 and has been a Portfolio Manager
                       and a Vice President of Federated  Investment  Management
                       Company since 1996. From 1994 until 1996,Mr. Grefenstette
                       was a Portfolio Manager and an Assistant Vice President
                       of Federated Investment Management Company. Mr.
                       Grefenstette   received  his  MS  in  Industrial
                       Administration from Carnegie  Mellon  University.  He has
                       earned  the  right  to use the  Chartered Financial
                       Analyst designation.

Since December, 2000   Co-Manager: J. Thomas Madden, CFA. Mr. Madden joined
(Fund's inception)     Federated as a Senior Portfolio Manager in 1977 and has
                       been an Executive Vice President of Federated  Investment
                       Management Company since 1994.  Mr. Madden served as a
                       Senior Vice President of Federated Investment  Management
                       Company from 1989 to 1993.  Mr. Madden  received his MBA
                       with a concentration in Finance from the University of
                       Virginia. He has earned the right to use the Chartered
                       Financial Analyst designation.

Since December, 2000   Co-Manager: Bernard J. Picchi, CFA. Mr. Picchi joined
(Fund's inception)     Federated in 1999 as a Senior Vice President/Director of
                       U.S. Equity Research for Federated Investment  Management
                       Company. From 1994 to 1999,  Mr.  Picchi  was a  Managing
                       Director of Lehman Brothers where he initially served as
                       head of the energy sector group.  During 1995 and most
                       of 1996,  he  served  as U.S.  Director  of Stock
                       Research  and in  September  1996,  he was  named
                       Growth Stock Strategist. Mr. Picchi holds a BS in
                       foreign  service from Georgetown  University.  He
                       has  earned  the  right  to  use  the   Chartered
                       Financial Analyst designation.

Since December, 2000   Co-Manager: David P. Gilmore.  Mr. Gilmore joined
(Fund's inception)     Federated in August 1997 as an Investment Analyst. He was
                       promoted  to  Senior  Investment  Analyst  in July  1999
                       and became an Assistant Vice President of Federated in
                       July 2000. Mr. Gilmore was a Senior Associate with
                       Coopers & Lybrand from January 1992 to May 1995. He
                       earned his M.B.A. from the University of Virginia and has
                       a B.S. from Liberty  University. He has earned the right
                       to use the Chartered Financial Analyst designation.


PARTNERS LARGECAP GROWTH FUND I
The Fund seeks long-term growth of capital.


Main Strategies
The Fund seeks to maximize long-term capital appreciation by investing primarily
in growth-oriented  equity securities of U.S. and, to a limited extent,  foreign
companies that exhibit strong or accelerating  earnings growth.  These companies
are  generally  characterized  as  "growth"  companies.  The  Fund  will  invest
primarily in companies with market  capitalizations  of $10 billion or more. The
Sub-Advisor,  Morgan Stanley,  emphasizes  individual security selection and may
focus the Fund's holdings within the limits  permissible for a diversified fund.
The Fund's investments in foreign companies will be limited to 25% of its assets
and to securities listed on U.S. exchanges or traded in U.S. Markets.


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

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

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

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


In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  growth-oriented stocks, may underperform compared to other
market segments or to the equity markets as a whole. The securities purchased by
the Fund present  greater  opportunities  for growth  because of high  potential
earnings growth,  but may also involve greater risks than securities that do not
have the same potential.  The value of the Fund's  securities may fluctuate on a
daily basis.  As with all mutual  funds,  as the value of the Fund's assets rise
and fall, the Fund's share price changes. If the investor sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.75%       0.75%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.13%       1.01%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


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

                                                          1 Year  3 Years
                                      Select Class         $115     $359
                                      Preferred Class       103      322


     Since December, 2000  Co-Manager:William S. Auslander, Principal of Morgan
     (Fund's inception)    Stanley & Co. Incorporated and Morgan Stanley Dean
                           Witter Investment Management Inc. Mr. Auslander
                           joined Morgan Stanley in 1995 as an Equity Analyst
                           and  currently is a Portfolio Manager in Morgan
                           Stanley's Institutional Equity Group. Prior thereto,
                           he was an Equity Analyst at Icahn & Co.,  1986-1995.
                           He holds a BA in Economics  from the  University  of
                           Wisconsin and an MBA from Columbia University.

     Since December, 2000  Co-Manager: Philip W. Friedman, Managing Director of
     (Fund's inception)    Morgan Stanley & Co. Incorporated and Morgan Stanley
                           Dean Witter Investment Management Inc. He was a
                           member of Morgan Stanley & Co. Incorporated's Equity
                           Research team (1990-1995) before becoming Director of
                           North America Research (1995-1997). Currently Mr.
                           Friedman is head of Morgan Stanley's Institutional
                           Equity Group. He holds a BA from Rutgers University
                           and an MBA from the J.L. Kellogg School of Management
                           at Northwestern University.


PARTNERS LARGECAP GROWTH FUND II
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of large  capitalization  companies.
Market  capitalization  is defined as total current  market value of a company's
outstanding common stock.

The  Sub-Advisor,  American  Century,  selects  stocks  for  investment  that it
believes will increase in value over time using a growth investment  strategy it
developed. This strategy looks for companies whose earnings and revenues are not
only growing,  but growing at a  successively  faster,  or  accelerating,  pace.
Accelerating growth is shown, for example, by growth that is faster this quarter
than  last or  faster  this  year than the year  before.  The  American  Century
strategy  is based on the  premise  that,  over the  long-term,  the  stocks  of
companies  with  accelerating  earnings and revenues have a greater than average
chance to increase in value.

Using  its  extensive  computer  database,  American  Century  tracks  financial
information  for  thousands  of  companies  to research and select the stocks it
believes will be able to sustain  accelerating  growth. This information is used
to help  American  Century  select or decide to  continue  to hold the stocks of
companies it believes will be able to sustain  accelerating  growth, and to sell
stocks of companies whose growth begins to slow down.

Under  normal  market  conditions,  American  Century  intends  to keep the Fund
essentially  fully invested in stocks regardless of the movement of stock prices
generally. When it considers it prudent, American Century may invest Fund assets
in non-leveraged futures and options.  Non-leveraged means that the Fund may not
invest in futures and  options  where it would be possible to lose more than the
Fund invested. Futures and options can help the Fund's cash assets remain liquid
while performing more like stocks. In addition,  up to 25% of Fund assets may be
invested in foreign securities.

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  growth stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  The  securities  purchased by the
Fund present greater opportunities for growth because of high potential earnings
growth,  but may also involve greater risks than securities that do not have the
same  potential.  The value of the Fund's  securities  may  fluctuate on a daily
basis.  As with all mutual  funds,  as the value of the Fund's  assets  rise and
fall,  the Fund's share price  changes.  If the investor  sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.00%       1.00%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.38%       1.26%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                             1 Year  3 Years

                                          Select Class         $140     $437
                                          Preferred Class       128      400

Since December, 2000  Co-Manager:  Gregory  Woodhams,  CFA. Mr.
(Fund's  inception)   Woodhams is a Vice  President  and Portfolio
                      Manager for American Century Investments, Mr. Woodhams has
                      worked in the financial  industry since 1992 and joined
                      American Century in 1997. Previously, he was Vice
                      President and Director of Equity Research at Texas
                      Commerce Bank. Mr.  Woodhams holds a Bachelor's Degree in
                      Economics from Rice University and a Master's Degree in
                      Economics  from the  University  of Wisconsin at Madison.
                      He has earned  the  right  to  use the Chartered Financial
                      Analyst designation.

Since December, 2000  Co-Manager: C. Kim Goodwin. Ms. Goodwin was named Co-Chief
(Fund's inception)    Investment Officer for American  Century's domestic growth
                      equity discipline in 2000. Previously she was Senior Vice
                      President and Senior Portfolio  Manager and has been a
                      member of the team that manages Growth since joining
                      American Century in 1997. Before joining American Century,
                      she served as Senior Vice President and Portfolio  Manager
                      at Putnam Investments from 1996 to 1997, and Vice
                      President and Portfolio  Manager at Prudential Investments
                      from 1993 to 1996. Ms. Goodwin holds a Bachelor of Arts
                      Degree from  Princeton  University,  an MBA in  Finance
                      and a  Master's Degree in Public Affairs from the
                      University of Texas.

Since December, 2000  Co-Manager: Prescott LeGard, CFA. Mr. LeGard is a
(Fund's inception)    Portfolio Manager for American Century Investments.  Mr.
                      LeGard joined the company in 1999. Before  joining the
                      company,  he was an Equity Analyst for USAA Investment
                      Management where he analyzed technology companies.  He has
                      worked in the  investment  industry since 1993. Mr. LeGard
                      holds  a  BA  Degree  in  Economics  from  DePauw
                      University.  He has  earned  the right to use the
                      Chartered Financial Analyst designation.

PARTNERS LARGECAP VALUE FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests  primarily in undervalued  equity securities of companies among
the 750  largest  by  market  capitalization  that the  Sub-Advisor,  Bernstein,
believes  offer  above-average  potential for growth in future  earnings.  Under
normal market conditions,  the Fund generally invests at least 65% of its assets
in  companies  with a market  capitalization  of greater than $10 billion at the
time of purchase. Market capitalization is defined as total current market value
of a company's  outstanding  common stock.  The Fund may invest up to 25% of its
assets in securities of foreign companies.

Bernstein  employs  an  investment  strategy,  generally  described  as  "value"
investing, that involves seeking securities that:
o exhibit low financial ratios (particularly stock price-to-book value, but also
  stock  price-to-earnings  and stock price-to-cash flow);
o can be  acquired  for  less  than  what  Bernstein  believes  is the  issuer's
  intrinsic value; or o appear attractive on a dividend discount model.

Value oriented investing entails a strong "sell discipline" in that it generally
requires the sale of  securities  that have reached their  intrinsic  value or a
target financial  ratio.  Value oriented  investments may include  securities of
companies in cyclical  industries  during periods when such securities appear to
Bernstein to have strong  potential  for capital  appreciation  or securities of
"special situation" companies. A special situation company is one that Bernstein
believes  has  potential  for  significant  future  earnings  growth but has not
performed  well in the recent past.  These  situations  include  companies  with
management   changes,   corporate  or  asset   restructuring   or  significantly
undervalued  assets. For Bernstein,  identifying special situation companies and
establishing  an issuer's  intrinsic value involves  fundamental  research about
such companies and issuers.

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  value stocks,  may underperform  compared to other market
segments or to the equity markets as a whole. The value of the Fund's securities
may fluctuate on a daily basis.  As with all mutual  funds,  as the value of the
Fund's  assets rise and fall,  the Fund's share price  changes.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
but prefer  investing  in  companies  that appear to be  considered  undervalued
relative to similar companies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.80%       0.80%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.18%       1.06%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



               The Examples  assume that you invest  $10,000 in the Fund for the
               time periods  indicated and then redeem all of your shares at the
               end  of  those  periods.  The  Examples  also  assume  that  your
               investment  has  a 5%  return  each  year  and  that  the  Fund's
               operating  expenses remain the same.  Based on these  assumptions
               your cost would be:
                                                            1 Year  3 Years

                                       Select Class         $120     $375
                                       Preferred Class       108      337



 Since December, 2000   Co-Manager: Marilyn G.Fedak. Ms. Fedak, Chief Investment
 (Fund's inception)     Officer of U.S. Value Equities and Chairman of the U.S.
                        Equity Investment Policy Group of the Bernstein
                        Investment Research and Management unit of Alliance
                        Capital Management L.P. ("Alliance")  since October 2000
                        and prior to that at Sanford C.  Bernstein & Co., Inc.
                        (SCB Inc.") since 1993.  She joined SCB Inc. in 1984 and
                        has managed portfolio investments since 1976. She has a
                        BA from Smith  College and an MBA from Harvard Business
                        School.

 Since December, 2000   Co-Manager: Steven Pisarkiewicz. Mr. Pisarkiewicz has
 (Fund's inception)     been with Alliance since October 2000 and prior to that
                        with SCB Inc. since 1989 and has been Senior  Portfolio
                        Manager  since 1997.  He holds a BS from the University
                        of Missouri and an MBA from the University of California
                        at Berkeley.




PARTNERS MIDCAP VALUE FUND

The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of medium capitalization  companies.
Under normal market  conditions,  the Account  invests at least 65% of its total
assets in  companies  with a market  capitalization  between $1 billion  and $10
billion  at the time of  purchase.  The Fund  may  continue  to hold or add to a
position in a stock after it has grown beyond $10 billion. Market capitalization
is defined as total  current  market  value of a  company's  outstanding  common
stock.  Companies may range from the well  established and well known to the new
and  unseasoned.  The Fund may invest up to 25% of its assets in  securities  of
foreign companies.

The stocks are selected using a value oriented  investment approach by Neuberger
Berman,  the Sub-Advisor.  Neuberger  Berman  identifies value stocks in several
ways.  Factors it considers in  identifying  value stocks may include:
o strong fundamentals,  such  as  a  company's  financial,  operational  and
  competitive positions;
o consistent  cash flow; and
o a sound  earnings  record through all phases of the market cycle.

Neuberger Berman may also look for other characteristics in a company, such as a
strong position  relative to competitors,  a high level of stock ownership among
management,  and a recent  sharp  decline in stock price that  appears to be the
result of a short-term  market  overreaction to negative news.  Neuberger Berman
believes that,  over time,  securities  that are  undervalued are more likely to
appreciate  in  price  and are  subject  to  less  risk of  price  decline  than
securities  whose market prices have already  reached their  perceived  economic
value.

This approach also involves selling  portfolio  securities when Neuberger Berman
believes they have reached their potential,  when the securities fail to perform
as  expected  or  when  other  opportunities  appear  more  attractive.   It  is
anticipated  that the annual  portfolio  turnover rate may be greater than 100%.
Turnover rates in excess of 100% generally  result in higher  transaction  costs
and a possible increase in short-term capital gains (or losses).

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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  value stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  Because different types of stocks
tend to shift in and out of favor  depending on market and economic  conditions,
the Fund's performance may sometimes be lower or higher than that of other types
of funds.  The value of the Fund's  equity  securities  may fluctuate on a daily
basis. If the investor sells Fund shares when their value is less than the price
the investor paid for them, the investor will lose money.

Investor Profile
The Fund is  generally a suitable  investment  if  investors  seeking  long-term
growth  and  willing  to  accept   short-term   fluctuations  in  the  value  of
investments. Because the inception date of the Fund is December 2000, historical
performance  data  is not  available.  Annual  Fund  operating  expenses  are as
follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.00%       1.00%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.38%       1.26%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



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

                                                            1 Year  3 Years
                                        Select Class         $140     $437
                                        Preferred Class       128      400



Since December, 2000    Robert I. Gendelman, Managing Director and Portfolio
(Fund's inception)      Manager, Neuberger Berman Management,  Inc., since 1994.
                        He holds a BA from the  University of Michigan as well
                        as a JD and an MBA from the University of Chicago.

REAL ESTATE FUND
The Fund seeks to generate a total return.

Main Strategies
The  Fund  invests   primarily  in  equity   securities   of  companies
principally  engaged in the real  estate  industry.  For  purposes of the Fund's
investment  policies,  a real  estate  company  has at least 50% of its  assets,
income or profits  derived from products or services  related to the real estate
industry.  Real  estate  companies  include  real estate  investment  trusts and
companies with substantial real estate holdings such as paper, lumber, hotel and
entertainment  companies.  Companies  whose products and services  relate to the
real estate industry include building supply manufacturers, mortgage lenders and
mortgage servicing companies.

Real estate  investment  trusts  ("REITs") are corporations or business
trusts that are permitted to eliminate  corporate  level federal income taxes by
meeting certain  requirements of the Internal  Revenue Code ("Code").  REITs are
characterized  as: o equity  REITs,  which  primarily  own property and generate
revenue  from  rental  income;  o mortgage  REITs,  which  invest in real estate
mortgages;  and o hybrid REITs, which combine the characteristics of both equity
and mortgage  REITs.  In selecting  securities  for the Fund,  the  Sub-Advisor,
PCREI, focuses on equity REITs.

The Fund may invest up to 25% of its assets in securities of foreign real estate
companies.

Main Risks
Securities of real estate  companies  are subject to securities  market risks as
well as risks  similar  to those  of  direct  ownership  of real  estate.  These
include:  o declines in the value of real estate o risks  related to general and
local  economic  conditions o dependency on management  skills o heavy cash flow
dependency o possible lack of available mortgage funds o overbuilding o extended
vacancies in properties o increases in property  taxes and operating  expenses o
changes  in zoning  laws o expenses  incurred  in the  cleanup of  environmental
problems o casualty or condemnation losses o changes in interest rates

In addition to the risks listed above, equity REITs are affected by the
changes in the value of the  properties  owned by the trust.  Mortgage REITs are
affected by the quality of the credit extended.  Both equity and mortgage REITs:
o are  dependent  upon  management  skills and might not be  diversified;  o are
subject to cash flow  dependency and defaults by borrowers;  and o could fail to
qualify for tax-free pass-through of income under the Code.

Because of these factors, the value of the securities held by the Fund,
and in turn the  price  per share of the Fund,  changes  on a daily  basis.  The
current share price reflects the  activities of individual  companies as well as
general  market and economic  conditions.  In the  short-term,  share prices can
fluctuate   dramatically  in  response  to  these  factors.   Because  of  these
fluctuations,  principal values and investment  returns vary. As with all mutual
funds,  the value of the Fund's assets may rise or fall.  If the investor  sells
Fund shares when their value is less than the price the investor  paid for them,
the investor will lose money.

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

Investor Profile
The Fund is  generally  a suitable  investment  for  investors  who seek a total
return,  want to invest in companies engaged in the real estate industry and are
willing  to accept  the  potential  for  volatile  fluctuations  in the value of
investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.85%       0.85%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.23%       1.11%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                            1 Year     3 Years
                         Select Class        $125         $390
                         Preferred Class      113          353



Since December, 2000      Kelly D. Rush, CFA. Mr. Rush directs the Real Estate
(Fund's inception)        Investment Trust (REIT) activity for PCREI.  Mr. Rush
                          joined the Principal  Financial  Group in 1987 and has
                          been dedicated to public real estate investments since
                          1995.  His experience includes the structuring of
                          public real estate transactions  that included
                          commercial mortgage loans and the issuance of
                          unsecured  bonds.  He received  his  Master's   degree
                          and  Bachelor's degree in Finance from the University
                          of Iowa. He has  earned  the  right  to  use  the
                          Chartered Financial Analyst designation.

MIDCAP BLEND FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests  primarily  in common  stocks and other  equity  securities  of
medium  capitalization  companies.  Under  normal  market  conditions,  the Fund
invests at least 65% of its  assets in  companies  with a market  capitalization
between  $1  billion   and  $10  billion  at  the  time  of   purchase.   Market
capitalization  is  defined  as  total  current  market  value  of  a  company's
outstanding common stock.




In selecting securities for investment, the Sub-Advisor, Invista, looks
at stocks with value and/or growth  characteristics and constructs an investment
portfolio that has a "blend" of stocks with these  characteristics.  In managing
the  assets of the Fund,  Invista  does not have a policy of  preferring  one of
these categories to the other. The value orientation emphasizes buying stocks at
less  than  their  inherent  value  and  avoiding  stocks  whose  price has been
artificially  built up.  The  growth  orientation  emphasizes  buying  stocks of
companies  whose  potential for growth of capital and earnings is expected to be
above average.


Invista uses a bottom-up  approach in its  selection of  individual  securities.
Selection  is based on  fundamental  analysis  of a  company  relative  to other
companies with the focus being on Invista's estimation of forward-looking  rates
of return. Up to 25% of Fund assets may be invested in foreign securities.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium capitalization stocks, may underperform compared to other market segments
or to the equity markets as a whole.  Because  different types of stocks tend to
shift in and out of favor  depending  on market  and  economic  conditions,  the
Fund's  performance may sometimes be lower or higher than that of other types of
funds. The value of the Fund's equity securities may fluctuate on a daily basis.
If the  investor  sells Fund  shares when their value is less than the price the
investor paid for them, the investor will lose money.

Investor Profile
The Fund is  generally  a suitable  investment  for  investors  seeking
long-term  growth of capital and willing to accept the potential for  short-term
fluctuations in the value of investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.65%       0.65%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.03%       0.91%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


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

                                                       1 Year  3 Years
                                   Select Class         $105     $328
                                   Preferred Class        93      290




Since December, 2000   K. William Nolin, CFA. Mr. Nolin has managed the domestic
(Fund's inception)     mid-cap products since 1999. His  expertise  is grounded
                       in the telecommunications, media & entertainment, lodging
                       and consumer non-durables  sectors.  Mr. Nolin joined the
                       Principal Financial Group in 1993 as an investment credit
                       analyst. He earned his MBA from the Yale School of
                       Management and his Bachelor's degree in Finance from the
                       University  of  Iowa.  He has  earned  the  right to use
                       the Chartered Financial Analyst designation.

MIDCAP GROWTH FUND
The Fund seeks long-term growth of capital.


Main Strategies
The Fund invests primarily in common stocks of medium  capitalization  companies
with strong earnings growth potential.  Under normal market conditions, the Fund
invests at least 65% of its  assets in  companies  with a market  capitalization
between  $1  billion   and  $10  billion  at  the  time  of   purchase.   Market
capitalization  is  defined  as  total  current  market  value  of  a  company's
outstanding common stock.


The  Sub-Advisor,  Invista,  uses  a  bottom-up  approach  in its  selection  of
individual  securities  that it believes  have an above  average  potential  for
earnings  growth.  Selection  is  based on  fundamental  analysis  of a  company
relative to other  companies  with the focus being on  Invista's  assessment  of
current and future sales growth and operating margins.  Up to 25% of Fund assets
may be invested in foreign securities.


Invista focuses its stock  selections on established  companies that it believes
to have sustainable  competitive advantages and reasonable stock prices. It then
constructs a portfolio that is "benchmark  aware" in that it is sensitive to the
sector (companies with similar  characteristics)  and security weightings of its
benchmark.  However,  the Fund is actively  managed and prepared to  over-and/or
under-weight sectors and industries differently from the benchmark.


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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  growth stocks,  may underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the value of the Fund's  assets rise and fall,  the Fund's
share price changes.  If the investor sells Fund shares when their value is less
than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.65%       0.65%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.03%       0.91%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                      1 Year  3 Years
                                  Select Class         $105     $328
                                  Preferred Class        93      290


Since December, 2000    John F. McClain. Mr. McClain is a portfolio manager for
(Fund's inception)      small company and medium company growth  products.  He
                        joined Invista in 1990. Previously, he was an investment
                        executive with Paine Webber. He earned an MBA from
                        Indiana University and a BBA in Economics from the
                        University of Iowa.

MIDCAP S&P 400 INDEX FUND
The Fund seeks long-term growth of capital.


Main Strategies
Under normal market  conditions,  the Fund invests at least 80% of its assets in
common stocks of companies  that compose the Standard & Poor's*  ("S&P")  MidCap
400 Index.  The  Sub-Advisor,  Invista,  will  attempt to mirror the  investment
performance  of the index by allocating the Fund's assets in  approximately  the
same  weightings as the S&P MidCap 400. The S&P MidCap 400 is an unmanaged index
of 400 common stocks of medium sized U.S. (and some  Canadian)  companies.  Each
stock is weighted by its market capitalization which means larger companies have
greater  representation  in the index than  smaller  ones.  Over the  long-term,
Invista seeks a very close correlation  between  performance of the Fund, before
expenses,  and  that  of the S&P  MidCap  400.  It is  unlikely  that a  perfect
correlation of 1.00 will be achieved.


The Fund uses an indexing  strategy and is not managed  according to traditional
methods of "active"  investment  management.  Active  management  would  include
buying and  selling  securities  based on  economic,  financial  and  investment
judgement.  Instead,  the Fund uses a passive investment  approach.  Rather than
judging  the merits of a  particular  stock in  selecting  investments,  Invista
focuses on tracking the S&P MidCap 400. Invista may also use stock index futures
as a substitute for the sale or purchase of  securities.  It does not attempt to
manage market volatility,  use defensive  strategies or reduce the effect of any
long-term periods of poor stock performance.

The correlation between Fund and index performance may be affected by the Fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of  purchases  and sales of Fund  shares.  The Fund may invest in
futures and options,  which could carry  additional  risks such as losses due to
unanticipated market price movements,  and could also reduce the opportunity for
gain.

Main Risks
Because of the  difficulty  and  expense of  executing  relatively  small  stock
trades,  the Fund may not always be invested in the less  heavily  weighted  S&P
MidCap 400 stocks.  At times, the Fund's  portfolio may be weighted  differently
from the S&P MidCap 400, particularly if the Fund has a small level of assets to
invest.  In addition,  the Fund's  ability to match the  performance  of the S&P
MidCap 400 is  affected to some degree by the size and timing of cash flows into
and out of the Fund. The Fund attempts to minimize such effects.

Invista  reserves  the right to omit or remove  any of the S&P MidCap 400 stocks
from the Fund if it determines  that the stock is not  sufficiently  liquid.  In
addition,  a stock might be excluded or removed  from the Fund if  extraordinary
events or financial  conditions  lead Invista to believe that it should not be a
part of the Fund's assets.

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium capitalization stocks, may underperform compared to other market segments
or to the equity markets as a whole.  Because  different types of stocks tend to
shift in and out of favor  depending  on market  and  economic  conditions,  the
Fund's  performance may sometimes be lower or higher than that of other types of
funds.

The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate dramatically in response to these factors.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital,  willing to accept the potential for volatile fluctuations in
the value of investments and preferring a passive rather than active  management
style.

*  Standard & Poor's Corporation is not affiliated with the MidCap S&P 400 Index
   Fund, Invista Capital Management LLC or Principal Life Insurance Company.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.15%       0.15%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.53%       0.41%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                     1 Year  3 Years
                                 Select Class          $54     $170
                                 Preferred Class        42      132


 Since December, 2000     Co-Manager: Robert Baur, Ph.D. Dr. Baur joined Invista
 (Fund's inception)       in 1995 after serving as a professor of finance and
                          economics at Drake  University and Grand View College.
                          He received his Bachelor's degree in Mathematics  and
                          his Ph.D. in Economics from Iowa State  University.
                          Dr. Baur also did post-doctoral  study in finance and
                          economics at the University of Minnesota. He also
                          holds a BS in Mathematics from Iowa State University.

 Since December, 2000     Co-Manager: Rhonda VanderBeek. Ms. Vander Beek directs
 (Fund's inception)       trading operations for Invista index accounts.  She
                          joined the Principal Financial Group in 1983 as a
                          trading statistical clerk and moved to Invista in
                          1992. Ms. Vander Beek has extensive experience trading
                          both domestic and international securities.

PARTNERS MIDCAP GROWTH FUND
The Fund seeks long-term growth of capital.


Main Strategies
The Fund invests  primarily in common stocks and other equity securities of U.S.
companies with strong earnings growth potential. Under normal market conditions,
the  Fund  invests  at  least  65%  of  its  assets  in  companies  with  market
capitalizations  between $1  billion  and $10  billion at the time of  purchase.
Market  capitalization  is defined as total current  market value of a company's
outstanding common stock.


The Fund invests in securities of companies that are diversified across economic
sectors. It attempts to maintain sector concentrations that approximate those of
its current benchmark, the Russell MidCap Growth Index. The Fund is not an index
fund and does not limit its  investment  to the  securities  of  issuers  in the
Russell  MidCap  Growth  Index.  The Fund may  invest up to 25% of its assets in
securities of foreign companies.

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


Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher taxable  distributions  and lower  performance  due to
increased brokerage costs.


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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  growth stocks,  may underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the value of the Fund's  assets rise and fall,  the Fund's
share price changes.  If the investor sells Fund shares when their value is less
than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.00%       1.00%
     Other Expenses*                     0.38        0.26

         Total Fund Operating Expenses   1.38%       1.26%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                       1 Year  3 Years
                                   Select Class         $140     $437
                                   Preferred Class       128      400



Since December, 2000     Co-Manager: Robert E. Turner, CFA. Mr. Turner, Chairman
(Fund's inception)       and Chief Investment Officer, founded Turner Investment
                         Partners,  Inc. in 1990. Prior to 1990, he was Senior
                         Investment Manager with Meridian Investment Company.
                         He has 17 years of investment  experience.  He has
                         earned the right to use the Chartered Financial Analyst
                         designation.

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

Since December, 2000     Co-Manager: William C. McVail. Mr. McVail, Senior
(Fund's inception)       Equity Portfolio Manager, joined Turner in  1998. Prior
                         thereto,  he was  Portfolio  Manager  at PNC  Equity
                         Advisers.  He has 12  years of investment experience.

PARTNERS  SMALLCAP  GROWTH  FUND I
The Fund seeks  long-term  growth of capital.


Main Strategies
To   pursue   its  goal,   the  Fund   invests   mainly  in  common   stocks  of
small-capitalization  companies,  which it defines as those with a total  market
value of no more than $1.5  billion at the time the Fund first  invests in them.
The Fund may continue to hold or add to a position in a stock after it has grown
beyond $1.5 billion.  The Fund seeks to reduce risk by  diversifying  among many
companies  and  industries.  In  addition,  the Fund may invest up to 25% of its
assets in securities of foreign companies.


The Sub-Advisor,  Neuberger Berman, takes a growth approach to selecting stocks,
looking for new companies that are in the  developmental  stage as well as older
companies  that  appear  poised to grow  because  of new  products,  markets  or
management. Factors in identifying these firms may include financial strength, a
strong position  relative to competitors and a stock price that is reasonable in
light of its growth rate.

Neuberger  Berman  follows a  disciplined  selling  strategy and may eliminate a
stock from the  portfolio  when it reaches a target  price,  fails to perform as
expected, or appears substantially less desirable than another stock.


Through active trading,  the Fund may have a high portfolio  turnover rate. High
turnover rates can mean higher taxable  distributions  and lower performance due
to increased brokerage costs.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  growth stocks,  may  underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the value of the Fund's  assets rise and fall,  the Fund's
share price  changes.  The Fund's  share price may  fluctuate  more than that of
funds  primarily  invested in stocks of mid and  large-sized  companies  and may
underperform as compared to the securities of larger companies.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings  growth.


Because  the  inception  date of the Fund is  December  2000,
historical performance data is not available. Annual Fund operating expenses are
as follows:

 Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.10%       1.10%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.48%       1.36%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                       1 Year  3 Years
                                   Select Class         $151     $468
                                   Preferred Class       138      431


Since December, 2000      Co-Manager: Michael F. Malouf. Mr. Malouf is a Vice
(Fund's inception)        President of Neuberger Berman Management and Managing
                          Director of Neuberger  Berman,  LLC. Mr. Malouf joined
                          the firm in 1998. From 1991 to 1998, he was a
                          Portfolio Manager at another firm.

Since December, 2000      Co-Manager: Jennifer K. Silver. Ms. Silver is a Vice
(Fund's inception)        President of Neuberger Berman Management and Managing
                          Director of Neuberger  Berman,  LLC. Ms.  Silver has
                          been  Director of the Growth Equity Group  since  1997
                          and was an Analyst and  a Portfolio Manager at another
                          firm from 1981 to 1997.

PARTNERS SMALLCAP GROWTH FUND II
The Fund seeks long-term growth of capital.

Main Strategies
The Fund  pursues its  investment  objective  by  investing  primarily in equity
securities of companies offering superior  prospects for earnings growth.  These
companies are generally characterized as "growth" companies. Under normal market
conditions,  the Fund  invests  at least 65% of its assets in  companies  with a
small market  capitalization.  Market capitalization is defined as total current
market value of a company's  outstanding common stock. The Fund may invest up to
25% of its assets in securities of foreign companies.

Using its own quantitative process, the Sub-Advisor, Federated, rates the future
performance potential of companies.  Federated evaluates each company's earnings
quality in light of their  current  valuation  to narrow the list of  attractive
companies. Federated then evaluates product positioning,  management quality and
sustainability  of current growth trends of those companies.  Using this type of
fundamental  analysis,  Federated  selects the most promising  companies for the
Fund's portfolio.

Companies  with  similar  characteristics  may  be  grouped  together  in  broad
categories  called  sectors.  In determining the amount to invest in a security,
Federated  limits the Fund's exposure to each business sector that comprises the
S&P 500 Index. The Fund considers its approach aggressive because its strategies
with respect to security analysis, market capitalization,  and sector allocation
are designed to produce a portfolio of stocks whose long-term  growth  prospects
are significantly above those of the S&P 500 Index.  Accordingly,  the prices of
the  stocks  held by the Fund may,  under  certain  market  conditions,  be more
volatile than the prices of stocks selected using a less aggressive approach.

The Fund may  attempt  to manage  market  risk by buying and  selling  financial
futures and options. This may include the purchase of index futures contracts as
a substitute for direct  investments in stocks. It may also include the purchase
and sale of options to protect against general declines in small  capitalization
stocks economically.


The Fund actively  trades its portfolio  securities in an attempt to achieve its
investment  objective.  Active  trading will cause the Fund to have an increased
portfolio  turnover rate, which is likely to generate  short-term gains (losses)
for its  shareholders,  which are taxed at a higher  rate than  long-term  gains
(losses).  Actively trading  portfolio  securities  increases the Fund's trading
costs and may have an adverse impact on the Fund's performance.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

Federated may group companies with similar characteristics into broad categories
called  sectors.  Sector  risk is the  possibility  that a  certain  sector  may
underperform other sectors or the market as a whole. As Federated allocates more
of the Fund's portfolio  holdings to a particular sector, the Fund's performance
will be more susceptible to any economic,  business or other  developments  that
generally affect that sector.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  growth stocks,  may  underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the values of the Fund's assets rise and fall,  the Fund's
share price  changes.  The Fund's  share price may  fluctuate  more than that of
funds  primarily  invested in stocks of mid and  large-sized  companies  and may
underperform  as compared to the securities of larger  companies.  If shares are
sold when their value is less than the price paid, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.00%       1.00%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.38%       1.26%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                      1 Year  3 Years
                                  Select Class         $140     $437
                                  Preferred Class       128      400


Since December, 2000      Co-Manager: Keith J. Sabol, CFA. Mr. Sabol joined
(Fund's inception)        Federated in 1994. He has been a Portfolio Manager
                          since 1996 and served as an  Assistant Vice  President
                          of  Federated  Investment Management Company from 1997
                          to 1998. He has been a Vice  President of Federated
                          Investment  Management  Company since 1998. Mr. Sabol
                          was an Investment  Analyst,  and then Equity Research
                          Coordinator for Federated Investment  Management
                          Company from 1994 to 1996.  Mr. Sabol earned his MS in
                          Industrial Administration  from  Carnegie  Mellon
                          University.  He has  earned  the  right  to use the
                          Chartered Financial Analyst designation.

Since December, 2000      Co-Manager: Aash M. Shah, CFA. Mr. Shah joined
(Fund's inception)        Federated in 1993 and has been a Portfolio Manager and
                          a Vice President of Federated  Investment  Management
                          Company since 1997. Mr. Shah was a Portfolio Manager
                          and served as an Assistant Vice President of Federated
                          Investment Management Company from 1995 through  1996,
                          and as an Investment Analyst from 1993 to 1995.
                          Mr. Shah received his Masters in Industrial
                          Administration from Carnegie Mellon University with  a
                          concentration  in Finance and Accounting.  He has
                          earned the right to use the  Chartered  Financial
                          Analyst designation.


SMALLCAP BLEND FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of small  capitalization  companies.
Under normal market  conditions,  the Fund invests at least 65% of its assets in
companies  with a market  capitalization  of $1.5 billion or less at the time of
purchase.  Market  capitalization  is defined as total current market value of a
company's  outstanding common stock. The Fund may invest up to 25% of its assets
in securities of foreign companies.


In selecting securities for investment, the Sub-Advisor, Invista, looks
at stocks with value and/or growth  characteristics and constructs an investment
portfolio that has a "blend" of stocks with these  characteristics.  In managing
the  assets of the Fund,  Invista  does not have a policy of  preferring  one of
these categories to the other. The value orientation emphasizes buying stocks at
less than  their  investment  value and  avoiding  stocks  whose  price has been
artificially  built up.  The  growth  orientation  emphasizes  buying  stocks of
companies  whose  potential for growth of capital and earnings is expected to be
above  average.  Selection  is  based on  fundamental  analysis  of the  company
relative to other  companies  with the focus being on  Invista's  estimation  of
forward looking rates of return.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small capitalization  stocks, may underperform compared to the equity markets as
a whole.  The value of the Fund's  equity  securities  may  fluctuate on a daily
basis.  As with all mutual  funds,  as the value of the Fund's  assets  rise and
fall, the Fund's share price changes.  The Fund's share price may fluctuate more
than that of funds primarily invested in stocks of mid and large-sized companies
and may underperform as compared to the securities of larger  companies.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the potential for volatile  fluctuations
in the value of investments.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.75%       0.75%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.13%       1.01%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                        1 Year  3 Years
                                    Select Class         $115     $359
                                    Preferred Class       103      322

Since December, 2000      Co-Manager: Tom Morabito, CFA. Mr. Morabito joined
(Fund's inception)        Invista in 2000 as the lead small-cap value portfolio
                          manager. He has more than 12 years of analytical and
                          portfolio management expertise. Since 1994,
                          Mr. Morabito was a manager for INVESCO  Management &
                          Research.  He received his MBA in Finance from
                          Northeastern  University and his  Bachelor's degree in
                          Economics from State University  of New York.  He has
                          earned the right to use the Chartered Financial
                          Analyst designation.

Since December, 2000      Co-Manager: Michael L. Johnson. Mr. Johnson is a
(Fund's inception)        portfolio manager of Invista. He performs security
                          analysis and strategy  development for the firm's
                          growth equity research effort.  Mr. Johnson
                          specializes in the capital goods, health care and
                          technology sectors. He joined Invista in 1992. He
                          received  his MBA from Drake  University  and his
                          Bachelor's degree in business  administration and
                          finance from the  University of Nebraska.  He has
                          earned the right to use the  Chartered  Financial
                          Analyst designation.

SMALLCAP GROWTH FUND
The Fund seeks long-term growth of capital.

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

The  Sub-Advisor,  Invista,  uses  a  bottom-up  approach  in its  selection  of
individual  securities  that it believes  have an above  average  potential  for
earnings  growth.  Selection  is  based on  fundamental  analysis  of a  company
relative to other  companies  with the focus being on  Invista's  assessment  of
current and future sales growth and operating margins.  Up to 25% of Fund assets
may be invested in foreign securities.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  growth stocks,  may  underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the value of the Fund's  assets rise and fall,  the Fund's
share price  changes.  The Fund's  share price may  fluctuate  more than that of
funds  primarily  invested in stocks of mid and  large-sized  companies  and may
underperform as compared to the securities of larger companies.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.75%       0.75%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.13%       1.01%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                         1 Year  3 Years
                                     Select Class         $115     $359
                                     Preferred Class       103      322



Since December, 2000    John F. McClain. Mr. McClain is a portfolio manager for
(Fund's inception)      small company and medium company growth  products.  He
                        joined Invista in 1990. Previously, he was an investment
                        executive with Paine Webber. He earned an MBA from
                        Indiana University and a BBA in Economics from the
                        University of Iowa.

SMALLCAP S&P 600 INDEX FUND
The Fund seeks long-term growth of capital.


Main Strategies
Under normal market  conditions,  the Fund invests at least 80% of its assets in
common stocks of companies that compose the Standard & Poor's* ("S&P")  SmallCap
600  Index.  The  Sub-Advisor,   Invista,  attempts  to  mirror  the  investment
performance  of the index by allocating the Fund's assets in  approximately  the
same  weightings  as the S&P SmallCap  600. The S&P SmallCap 600 is an unmanaged
index of 600  domestic  stocks  chosen for market size,  liquidity  and industry
group representation.  Each stock is weighted by its market capitalization which
means larger  companies  have greater  representation  in the index than smaller
ones.  Over  the  long-term,  Invista  seeks a very  close  correlation  between
performance of the Fund,  before expenses,  and that of the S&P SmallCap 600. It
is unlikely that a perfect correlation of 1.00 will be achieved.


The Fund uses an indexing  strategy and is not managed  according to traditional
methods of "active"  investment  management.  Active  management  would  include
buying and  selling  securities  based on  economic,  financial  and  investment
judgement.  Instead,  the Fund uses a passive investment  approach.  Rather than
judging  the merits of a  particular  stock in  selecting  investments,  Invista
focuses on  tracking  the S&P  SmallCap  600.  Invista  may also use stock index
futures as a  substitute  for the sale or  purchase of  securities.  It does not
attempt to manage  market  volatility,  use  defensive  strategies or reduce the
effect of any long-term periods of poor stock performance.

The correlation between Fund and index performance may be affected by the Fund's
expenses, changes in securities markets, changes in the composition of the index
and the timing of  purchases  and sales of Fund  shares.  The Fund may invest in
futures and options,  which could carry  additional  risks such as losses due to
unanticipated market price movements,  and could also reduce the opportunity for
gain.

Main Risks
Because of the  difficulty  and  expense of  executing  relatively  small  stock
trades,  the Fund may not always be invested in the less  heavily  weighted  S&P
SmallCap 600 stocks. At times, the Fund's portfolio may be weighted  differently
from the S&P SmallCap 600,  particularly if the Fund has a small level of assets
to invest.  In addition,  the Fund's ability to match the performance of the S&P
SmallCap  600 is  affected  to some  degree by the size and timing of cash flows
into and out of the Fund. The Fund attempts to minimize such effects.

Invista  reserves the right to omit or remove any of the S&P SmallCap 600 stocks
from the Fund if it determines  that the stock is not  sufficiently  liquid.  In
addition,  a stock might be excluded or removed  from the Fund if  extraordinary
events or financial  conditions  lead Invista to believe that it should not be a
part of the Fund's assets.

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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility than investments in larger,  more mature  companies.
Smaller  companies  may be  developing or marketing new products or services for
which markets are not yet  established and may never become  established.  While
small,  unseasoned companies may offer greater  opportunities for capital growth
than larger,  more  established  companies,  they also involve greater risks and
should be considered speculative.

The net asset value of the Fund's  shares is based on the values of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate dramatically in response to these factors. The Fund's
share price may fluctuate more than that of funds  primarily  invested in stocks
of  mid-sized  and large  companies  and may  underperform  as  compared  to the
securities  of larger  companies.  If the investor  sells Fund shares when their
value is less than the price the investor paid for them,  the investor will lose
money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital,  willing to accept the potential for volatile fluctuations in
the value of investments and preferring a passive rather than active  management
style.

*  Standard & Poor's  Corporation  is not  affiliated  with the SmallCap S&P 600
   Index Fund,  Invista  Capital  Management,  LLC or Principal  Life  Insurance
   Company.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.15%       0.15%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   0.53%       0.41%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



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

                                                      1 Year  3 Years
                                  Select Class          $54     $170
                                  Preferred Class        42      132



Since December, 2000      Co-Manager: Robert Baur, Ph.D. Dr. Baur joined Invista
(Fund's inception)        in 1995 after serving as a professor of finance and
                          economics at Drake  University and Grand View College.
                          He received his Bachelor's degree in  Mathematics  and
                          his Ph.D. in Economics from Iowa State University.
                          Dr. Baur also did post-doctoral study in finance and
                          economics at the University of Minnesota. He also
                          holds a BS in Mathematics from Iowa State University.

Since December, 2000      Co-Manager: Rhonda VanderBeek. Ms. Vander Beek directs
(Fund's inception)        trading operations for Invista index accounts.  She
                          joined the Principal Financial Group in 1983 as a
                          trading statistical clerk and moved to Invista in
                          1992. Ms. Vander Beek has extensive experience trading
                          both domestic and international securities.

SMALLCAP VALUE FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of small  capitalization  companies.
Under normal market  conditions,  the Fund invests at least 65% of its assets in
companies  with a market  capitalization  of $1.5 billion or less at the time of
purchase.  Market  capitalization  is defined as total current market value of a
company's  outstanding common stock. The Fund may invest up to 25% of its assets
in securities of foreign companies.  Up to 25% of Fund assets may be invested in
foreign securities.

The Fund specializes in stocks of small-sized  companies that are undervalued at
the time of purchase.  These  stocks are often  characterized  by  below-average
stock price/earnings ratios and above-average  dividend yields. The Sub-Advisor,
Invista,  selects the Fund's  investments  primarily on the basis of fundamental
security  analysis,  focusing  on  the  company's  financial  stability,  sales,
earnings,  dividend trends, return on equity and industry trends. The Fund often
invests in stocks considered temporarily out of favor. Investors often overreact
to bad news and do not respond quickly to good news. This results in undervalued
stocks of the type held by this Fund.


Invista focuses its stock  selections on established  companies that it believes
have a sustainable competitive advantage. Invista constructs a portfolio that is
"benchmark  aware" in that it is sensitive to the sector (companies with similar
characteristics) and security weightings of its benchmark.  However, the Fund is
actively  managed  and  prepared  to  over-  and/or  under-weight   sectors  and
industries differently from the benchmark.


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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

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


In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  value  stocks,  may  underperform  compared to the equity
markets as a whole. The value of the Fund's equity securities may fluctuate on a
daily basis.  As with all mutual  funds,  as the value of the Fund's assets rise
and fall, the Fund's share price  changes.  The Fund's share price may fluctuate
more  than that of funds  primarily  invested  in stocks of mid and  large-sized
companies  and  may  underperform  as  compared  to  the  securities  of  larger
companies.  If the investor  sells Fund shares when their value is less than the
price the investor paid for them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the potential for volatile  fluctuations
in the value of investments.



Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.75%       0.75%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.13%       1.01%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                              1 Year   3 Years
                          Select Class         $115     $359
                          Preferred Class       103      322


Since December, 2000      Tom Morabito, CFA. Mr. Morabito joined Invista in 2000
(Fund's inception)        as the lead small-cap value portfolio manager. He has
                          more than 12 years of analytical and portfolio
                          management expertise. Since 1994, Mr. Morabito  was a
                          manager for Invesco Management & Research. He received
                          his MBA in Finance from Northeastern University and
                          his Bachelor's degree in Economics from State
                          University of New York. He has earned the right to use
                          the Chartered Financial Analyst designation.


TECHNOLOGY FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests  primarily in common stocks and other  securities of technology
and  telecommunications  companies domiciled in any of the nations of the world.
The  Sub-Advisor,   BT  believes  that  as  markets  are  becoming  increasingly
globalized,  companies can no longer be researched on a purely  regional  basis.
Companies are increasingly  influenced by global, not just local trends, and for
this reason BT believes  that  analysis and research  needs to be conducted in a
global context.  BT considers  companies in a broad range of  technology-related
industries,  generally including:  computers;  software and peripheral products;
electronics; communications equipment and services; and information services.

The  Sub-Advisor,  BT,  selects  securities for the Fund based on its own global
investment  research.  The research program is focused on three key criteria:
o business franchise - considering factors such as the company's relationship
  with its suppliers and customers, the degree of rivalry with competitors as
  well as the exposure to regulatory and technological risk;
o quality of management - assessing  the company's  management on its ability
  to execute  current  business  plans,  manage the  capital  invested in the
  business as well as the level of transparency  with respect to strategy and
  operations; and
o business  valuation - determining  the private market or `true business value'
  of the firm.

BT's qualitative analysis is complemented by disciplined  valuation  techniques.
These include proprietary models as well as conventional market measurements and
industry  specific models of relative value.  This analytical  framework ensures
consistency and  transparency  throughout the research  process.  Portfolios are
constructed  and managed  within  predetermined  guidelines  that are  regularly
monitored by BT.

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

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


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The  Fund is also  subject  to the  risk  that  its  principal  market  segment,
technology stocks, may underperform  compared to other market segments or to the
equity markets as a whole. The competitive pressures of advancing technology and
the number of companies  and product  offerings  which  continue to expand could
cause  technology  companies to become  increasingly  sensitive to short product
cycles and aggressive  pricing.  To the extent that the Fund's  investments  are
concentrated in issuers  conducting  business in the same industry,  the Fund is
subject to legislative or regulatory  changes,  adverse market conditions and/or
increased competition affecting that industry.


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


The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  In the  short-term,  stock prices can  fluctuate  dramatically  in
response to these factors. If the investor sells Fund shares when their value is
less than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital in the  technology and  telecommunications  sector and who are
able to assume the increased  risks of higher price  volatility  associated with
such investments.  In addition, an investor must be able to assume the increased
risks of higher price  volatility  and  currency  fluctuations  associated  with
investments in international stocks which trade in non-U.S. currencies.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses


                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.00%       1.00%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.38%       1.26%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                     1 Year  3 Years
                                 Select Class         $140     $437
                                 Preferred Class       128      400


Since December, 2000    David Mills is Executive Vice President of BT and serves
(Fund's inception)      as its head of U.S. Equities. He joined BT's  retail
                        unit trust team in January 1990 as an Analyst in
                        European  equities. In July 1996,  he assumed fund
                        management responsibility for all of the direct European
                        investment vehicles offered by BT.

EUROPEAN FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in equity securities of companies domiciled or in the
opinion of the Sub-Advisor,  BT, having their core business in Europe.  The Fund
may also  invest  in other  securities  of such  companies.  The Fund  offers an
opportunity  to  invest in a region  with a wide  spread  of  industries  and in
companies which, in the opinion of BT, may be undervalued.


The Fund  invests  in  securities  listed  on  foreign  or  domestic  securities
exchanges, securities traded in foreign or domestic over-the-counter markets and
depositary receipts.  Under normal market conditions,  the Fund invests at least
65% of its assets in European securities. These include securities of:
o    companies organized under the laws of European countries;
o    companies for which the principal securities trading market is in a
     European country; and
o    companies, regardless of where their securities are traded, that derive 50%
     or more of their total  revenue from either  goods or services  produced or
     sales made in European countries.


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

As a result,  the Fund's  portfolio  reflects  the  opportunities  presented  by
mispriced  companies that offer the potential for strong,  long-term  investment
returns with an acceptable level of investment risk.

Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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


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

The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.

The net asset value of the Fund's  shares is based on the values of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  In the  short-term,  stock prices can  fluctuate  dramatically  in
response to these factors. If the investor sells Fund shares when their value is
less than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital in European markets who are able to assume the increased risks
of higher price volatility and currency fluctuations associated with investments
in international stocks which trade in non-U.S. currencies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.00%       1.00%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.38%       1.26%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                      1 Year  3 Years
                                  Select Class         $140     $437
                                  Preferred Class       128      400

Since December, 2000  Crispin Murray, Executive Vice President of BT, joined
(Fund's inception)    BT in April 1994 as an Investment   Analyst. In 1995, his
                      role became pure European equities analysis covering
                      banks, telecommunication, telecommunication equipment and
                      media. In April 1998, he became Head of European  Equities
                      and in May 1998  became  coordinator  for BTFM's  Global
                      Banking Group. His global sector responsibilities
                      include  telecommunications  and banks.  Prior to
                      joining BT, Mr. Murray worked for Equitable  Life
                      Assurance  Society in the UK as a bond & currency
                      analyst.   He  received   an  Honors   degree  in
                      Economics   &  Human   Geography   from   Reading
                      University in the UK.

INTERNATIONAL EMERGING MARKETS FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund seeks to achieve its  objective by investing in common  stocks
of companies in emerging  market  countries.  For this Fund,  the term "emerging
market country" means any country which is considered to be an emerging  country
by the international  financial community  (including the International Bank for
Reconstruction   and  Development  (also  known  as  the  World  Bank)  and  the
International  Financial  Corporation).  These countries generally include every
nation in the world except the United  States,  Canada,  Japan,  Australia,  New
Zealand and most nations located in Western  Europe.  Investing in many emerging
market  countries is not feasible or may involve  unacceptable  political  risk.
Invista,  the  Sub-Advisor,  focuses on those emerging market  countries that it
believes have strongly developing  economies and markets which are becoming more
sophisticated.


Under normal conditions, at least 65% of the Fund's assets are invested
in emerging market country equity securities. The Fund invests in securities of:
o  companies  with their  principal  place of business  or  principal  office in
   emerging  market  countries;
o  companies  for which the principal  securities trading  market is an emerging
   market  country;  or
o companies, regardless of where their securities are traded, that derive 50% or
  more of their  total revenue from either goods or services  produced in
  emerging  market  countries or sales made in emerging market countries.


Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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

Investments in emerging market countries involve special risks. Certain emerging
market countries have historically experienced,  and may continue to experience,
certain  economic  problems.  These may include:  high rates of inflation,  high
interest rates,  exchange rate  fluctuations,  large amounts of debt, balance of
payments and trade difficulties, and extreme poverty and unemployment.


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net asset value of the Fund's  shares is based on the values of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate  dramatically  in response to these  factors.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.

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

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital in  securities  of emerging  market  countries who are able to
assume the increased risks of higher price volatility and currency  fluctuations
associated  with  investments  in  international  stocks which trade in non-U.S.
currencies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.35%       1.35%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.73%       1.61%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                    1 Year  3 Years
                                Select Class         $176     $545
                                Preferred Class       164      508


Since December, 2000     Kurtis D. Spieler, CFA. Mr. Spieler is a portfolio
(Fund's inception)       manager specializing in the management of international
                         equity portfolios. He joined the Principal Financial
                         Group in 1987 in the Treasury operation as a securities
                         analyst and moved to Invista in 1991.  Mr.  Spieler
                         received his MBA from Drake  University  and his BBA in
                         Accounting  from Iowa State  University.  He has earned
                         the right to use the Chartered Financial Analyst
                         designation.

INTERNATIONAL FUND I
The Fund seeks long-term growth of capital.


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


The Fund has no limitation on the  percentage of assets that are invested in any
one country or  denominated  in any one  currency.  However  under normal market
conditions,  the Fund  intends  to have at least 65% of its assets  invested  in
companies in at least three different  countries.  One of those countries may be
the U.S.  though  currently  the Fund  does  not  intend  to  invest  in  equity
securities of U.S. companies.

Investments may be made anywhere in the world. Primary consideration is
given to  securities  of  corporations  of Western  Europe,  North  America  and
Australasia  (Australia,  Japan and Far East Asia).  Changes in investments  are
made as prospects change for particular countries, industries or companies.

In choosing  investments for the Fund, the Sub-Advisor,  Invista,  pays
particular  attention  to  the  long-term  earnings  prospects  of  the  various
companies under  consideration.  Invista then weighs those prospects relative to
the price of the security.

Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net asset value of the Fund's  shares is based on the values of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate  dramatically  in response to these  factors.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of  capital in  markets  outside  of the U.S.  who are able to assume the
increased risks of higher price volatility and currency fluctuations  associated
with investments in international stocks which trade in non-U.S. currencies.



Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   0.90%       0.90%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.28%       1.16%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                       1 Year  3 Years
                                   Select Class         $130     $406
                                   Preferred Class       118      368


Since December, 2000     Kurtis D. Spieler, CFA. Mr. Spieler is a portfolio
(Fund's inception)       manager specializing in the management of international
                         equity  portfolios.  He joined the Principal  Financial
                         Group in 1987 in the Treasury operation as a securities
                         analyst and moved to Invista in 1991.  Mr. Spieler
                         received his MBA from Drake University  and his BBA in
                         Accounting from Iowa State University. He has earned
                         the right to use the Chartered Financial Analyst
                         designation.

INTERNATIONAL II
The Fund seeks long-term growth of capital.


Main Strategies
The Fund invests in common stocks and other securities of companies domiciled in
any of the  nations  of the world.  The Fund  invests  in  securities  listed on
foreign  or  domestic  securities  exchanges,  securities  traded in  foreign or
domestic   over-the-counter   markets  and  depositary  receipts.  It  purchases
securities of:
o    companies with their principal place of business or principal offices
     outside the U.S.;
o    companies for which the principal securities trading market is outside
     the U.S.; or
o    companies, regardless of where their securities are traded, that derive
     50% or more of their total revenue from either goods or services produced
     or sales made outside the U.S.


The Sub-Advisor, BT, selects securities for the Fund based on its own global
investment research.  The research program is focused on three key criteria:
o    business franchise - considering factors such as the company's relationship
     with its suppliers and customers, the degree of rivalry with competitors as
     well as the exposure to regulatory and technological risk;
o    quality of management - assessing  the company's  management on its ability
     to execute  current  business  plans,  manage the  capital  invested in the
     business as well as the level of transparency  with respect to strategy and
     operations; and
o    business valuation - determining the private market or
     `true business value' of the firm.

BT's qualitative analysis is complemented by disciplined  valuation  techniques.
These include proprietary models as well as conventional market measurements and
industry  specific models of relative value.  This analytical  framework ensures
consistency and  transparency  throughout the research  process.  Portfolios are
constructed  and managed  within  predetermined  guidelines  that are  regularly
monitored by BT.

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

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

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


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  In the  short-term,  stock prices can  fluctuate  dramatically  in
response to these factors. If the investor sells Fund shares when their value is
less than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  growth of
capital in  markets  outside  of the U.S.  who are able to assume the  increased
risks of higher price  volatility  and  currency  fluctuations  associated  with
investments in international stocks which trade in non-U.S. currencies.



Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

 Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.00%       1.00%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.38%       1.26%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09



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

                                                      1 Year  3 Years
                                  Select Class         $140     $437
                                  Preferred Class       128      400




Since December, 2000    Christopher Selth, Executive Vice President of BT, was
(Fund's inception)      appointed its head of International Equities in 1998 and
                        its joint head of Equities in 1999. He joined BT in 1987
                        as an Investment Analyst in the retail unit trust group.
                        In 1988, he  was  assigned the responsibility  to  cover
                        European   equities.    Mr.   Selth   was   given
                        responsibility  for the European component of all
                        retail unit trusts in March 1994.  Since November
                        1996, he has been  responsible for  institutional
                        and retail European investments,  supervising all
                        European  activities,   and  the  European  funds
                        management group.  Prior to joining BT, Mr. Selth
                        worked with QBE  Insurance  Limited in investment
                        management   as  an   assistant   to  the   Group
                        Treasurer.   He  holds  a  Bachelor's  degree  in
                        Economics (Honours) from the University of Sydney.

INTERNATIONAL SMALLCAP FUND
The Fund seeks long-term growth of capital.

Main Strategies
The Fund  invests  primarily in equity  securities  of non-U.S.  companies  with
comparatively  smaller market  capitalizations.  Under normal market conditions,
the Fund invests at least 65% of its assets in  securities  of companies  having
market  capitalizations of $1.5 billion or less at the time of purchase.  Market
capitalization  is  defined  as  total  current  market  value  of  a  company's
outstanding common stock.


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


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

Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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


The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.


The net asset value of the Fund's  shares is based on the values of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate  dramatically  in response to these  factors.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of  capital  in smaller  companies  outside  of the U.S.  who are able to
assume the increased risks of higher price volatility and currency  fluctuations
associated  with  investments  in  international  stocks which trade in non-U.S.
currencies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.20%       1.20%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.58%       1.46%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                            1 Year  3 Years
                        Select Class         $161     $499
                        Preferred Class       149      462


Since December, 2000     Darren K. Sleister, CFA. Mr. Sleister is a portfolio
(Fund's inception)       manager specializing in the management of international
                         equity  portfolios.  Mr.  Sleister  joined  Invista  in
                         1993. He received  his MBA in Investment and  Corporate
                         Finances from the University of Iowa and his Bachelor's
                         degree in Communications from Central College.  He  has
                         earned the right to use the  Chartered  Financial
                         Analyst designation.

PACIFIC BASIN FUND
The Fund seeks long-term growth of capital.


Main Strategies
The Fund invests primarily in equity securities (or other securities with equity
characteristics)  of issuers  located in the  Pacific  Basin  region,  including
Japan. The Fund invests in securities  listed on foreign or domestic  securities
exchanges, securities traded in foreign or domestic over-the-counter markets and
depositary receipts.  Under normal market conditions,  the Fund invests at least
65% of its assets in such  securities.  The  Fund's  investments  are  generally
diversified  among  securities of issuers of several  Pacific  Basin  countries,
which  include but are not  limited  to:  Australia,  China,  Hong Kong,  India,
Indonesia,  Japan,  Malaysia,  New Zealand,  Singapore,  Sri Lanka, South Korea,
Thailand, Taiwan and Vietnam. These include securities of:
o companies organized under the laws of Pacific Basin  countries;
o companies for which the principal securities  trading  market is in a Pacific
  Basin  country;  and
o companies, regardless  of where their  securities are  traded, that derive 50%
  or more of their total revenue from either goods or services produced or sales
  made in Pacific Basin countries.


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

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

Main Risks
Because it  purchases  equity  securities,  the Fund is subject to the risk that
stock  prices  will fall over  short or  extended  periods  of time.  Individual
companies may report poor results or be negatively  affected by industry  and/or
economic  trends  and  developments.  The  price of  securities  issued  by such
companies may suffer a decline in response.  These  factors  contribute to price
volatility. In addition, foreign stocks carry risks that are not generally found
in stocks of U.S.  companies.  These  include  the risk that a foreign  security
could lose value as a result of  political,  financial  and  economic  events in
foreign countries.  Foreign  securities may be subject to securities  regulators
with less stringent  accounting  and  disclosure  standards than are required of
U.S. companies.

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


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

The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.

The net asset value of the Fund's  shares is based on the values of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  The current  share price  reflects the  activities  of  individual
companies as well as general market and economic conditions.  In the short-term,
stock prices can fluctuate  dramatically  in response to these  factors.  If the
investor  sells Fund shares when their value is less than the price the investor
paid for them, the investor will lose money.

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

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital in Pacific  Basin markets who are able to assume the increased
risks of higher price  volatility  and  currency  fluctuations  associated  with
investments in international stocks which trade in non-U.S. currencies.



Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

Fund Operating Expenses

                                         Select    Preferred
                                          Class      Class

     Management Fees..................   1.00%       1.00%
     Other Expenses*..................   0.38        0.26

         Total Fund Operating Expenses   1.38%       1.26%

     * Other Expenses:
         Service Fee                     0.25%       0.17%
         Administrative Service Fee      0.13        0.09


The  Examples  assume that you invest  $10,000 in the Fund for the time  periods
indicated  and then redeem all of your shares at the end of those  periods.  The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating  expenses remain the same. Based on these assumptions your cost
would be:
                                                 1 Year  3 Years
                             Select Class         $140     $437
                             Preferred Class       128      400

Since  December,  2000   Dean Cashman is Executive  Vice  President of BT and
(Fund's  inception)      serves as head of Japanese  equities.  He  joined BT in
                         January 1988, initially involved in the liquids and
                         fixed interest group, but moved to the European  equity
                         group in late 1989 specializing  in the Latin  Block
                         countries including France, Italy and Spain. He started
                         working on  Japanese  equities at the end of 1991
                         and subsequently took over responsibility for the
                         group. Mr. Cashman received a degree in Economics
                         from the University of Queensland.

THE COSTS OF INVESTING

Fees and Expenses of the Funds
The shares of the Funds are sold  without a  front-end  sales  charge and do not
have a contingent  deferred sales charge.  There is no sales charge on shares of
the Funds purchased with reinvested dividends or other distributions.  The Funds
do not pay any fees other than  those  described  below and do not pay any other
expenses.


Ongoing Fees
Each Fund pays  ongoing  fees to the Manager and others who provide  services to
the Fund.  They reduce the value of each share.  Because they are ongoing  fees,
they  increase  the cost of  investing  in the  Funds.  These  fees  include:
o    Management Fee - Through the Management Agreement with the Fund,the Manager
     has agreed to provide investment advisory services and corporate
     administrative services to the Funds.
o    Service Fee - The Manager has entered  into a Services  Agreement  with the
     Fund under which the Manager  performs  personal  services to shareholders.
     Over time, these fees may exceed other types of sales charges.
o    Administrative Service Fee - The Manager has entered into an Administrative
     Services  Agreement with the Fund under which the Manager provides transfer
     agent and corporate  administrative  services to the Fund. In addition, the
     Manager  has  assumed  the  responsibility  for  communications   with  and
     recordkeeping services for beneficial owners of Fund shares.
o    Portfolio  Accounting  Services - The Manager has entered into an agreement
     with the  Fund  under  which  the  Manager  supplies  portfolio  accounting
     services. Currently there is no charge for these services.

Conversion Features
Principal Investors Fund will:
o    convert  all  Select  shares  held by a plan  to  Preferred  shares  if the
     aggregate   value  of  the  shares   exceeds  $10  million  on  the  annual
     determination  date (which  shall be the 75th day (or prior  business  day)
     before the plan year-end);
o    convert all Preferred shares held by a plan to Select shares if the
     aggregate value of the shares is less than $8 million on the annual
     determination date;
o    effect the conversion on the basis of relative net assets of the two
     classes without any charge; and
o    make the conversion effective on the 30th day (or next business day) after
     the annual determination date.


CERTAIN INVESTMENT STRATEGIES AND RELATED RISKS

The Statement of Additional  Information (SAI) contains  additional  information
about investment strategies and their related risks.


Securities and Investment Practices
Equity  securities   include  common  stocks,   preferred  stocks,   convertible
securities,  depositary receipts and warrants.  Common stocks, the most familiar
type, represent an equity (ownership) interest in a corporation. Although equity
securities have a history of long-term  growth in value,  their prices fluctuate
based on changes in a company's  financial  condition and in overall  market and
economic  conditions.  Smaller  companies  are  especially  sensitive  to  these
factors.


Fixed-income  securities  include bonds and other debt instruments that are used
by  issuers to borrow  money  from  investors.  The  issuer  generally  pays the
investor a fixed,  variable or floating  rate of interest.  The amount  borrowed
must be repaid at maturity. Some debt securities,  such as zero coupon bonds, do
not pay current interest, but are sold at a discount from their face values.

Fixed-income  securities are sensitive to changes in interest rates. In general,
fixed-income  security  prices  rise  when  interest  rates  fall and fall  when
interest rates rise.  Longer term bonds and zero coupon bonds are generally more
sensitive to interest rate changes.

Fixed-income  security  prices are also  affected  by the credit  quality of the
issuer. Investment grade debt securities are medium and high quality securities.
Some  bonds,  such  as  lower  grade  or  "junk"  bonds,  may  have  speculative
characteristics and may be particularly sensitive to economic conditions and the
financial condition of the issuers.

Repurchase Agreements and Loaned Securities
Each of the Funds may invest a portion of its assets in  repurchase  agreements.
Repurchase  agreements  typically involve the purchase of debt securities from a
financial   institution  such  as  a  bank,  savings  and  loan  association  or
broker-dealer.  A repurchase  agreement provides that the Fund sells back to the
seller and that the seller repurchases the underlying  securities at a specified
price on a specific date. Repurchase agreements may be viewed as loans by a Fund
collateralized by the underlying securities. This arrangement results in a fixed
rate of return  that is not subject to market  fluctuation  while the Fund holds
the security.  In the event of a default or  bankruptcy  by a selling  financial
institution, the affected Fund bears a risk of loss. To minimize such risks, the
Fund enters into  repurchase  agreements only with large,  well-capitalized  and
well-established   financial  institutions.   In  addition,  the  value  of  the
collateral  underlying the repurchase  agreement is always at least equal to the
repurchase price, including accrued interest.

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

Currency Contracts
The Funds may each enter  into  forward  currency  contracts,  currency  futures
contracts  and  options,  and  options  on  currencies  for  hedging  and  other
non-speculative  purposes.  A forward  currency  contract  involves a  privately
negotiated  obligation to purchase or sell a specific  currency at a future date
at a price set in the contract.  A Fund will not hedge  currency  exposure to an
extent greater than the aggregate  market value of the securities  held or to be
purchased by the Fund (denominated or generally quoted or currently  convertible
into the currency).

Hedging  is a  technique  used  in  an  attempt  to  reduce  risk.  If a  Fund's
Sub-Advisor hedges market conditions incorrectly or employs a strategy that does
not correlate well with the Fund's investment,  these techniques could result in
a loss. These techniques may increase the volatility of a Fund and may involve a
small  investment  of cash  relative to the  magnitude of the risk  assumed.  In
addition,  these  techniques  could  result in a loss if the other  party to the
transaction  does not perform as  promised.  There is also a risk of  government
action through exchange  controls that would restrict the ability of the Fund to
deliver or receive currency.

Forward Commitments
Each of the Funds may enter into forward commitment agreements. These agreements
call for the Fund to  purchase  or sell a security  on a future  date at a fixed
price.  Each of the Funds may also enter into contracts to sell its  investments
either on demand or at a specific interval.

Warrants
Each of the Funds may invest up to 5% of its assets in warrants.  A warrant is a
certificate  granting its owner the right to purchase securities from the issuer
at a specified price, normally higher than the current market price.

Risks of High Yield Securities
The Balanced and Bond & Mortgage  Securities Funds may invest in debt securities
rated lower than BBB by S&P or Baa by Moody's or, if not rated, determined to be
of equivalent quality by the Sub-Advisor. Such securities are sometimes referred
to as high yield or "junk bonds" and are considered speculative.

Investment in high yield bonds  involves  special risks in addition to the risks
associated with investment in highly rated debt securities. High yield bonds may
be regarded as predominantly speculative with respect to the issuer's continuing
ability to meet principal and interest payments.  Moreover, such securities may,
under certain circumstances, be less liquid than higher rated debt securities.

Analysis of the creditworthiness of issuers of high yield securities may be more
complex  than for issuers of higher  quality debt  securities.  The ability of a
Fund to achieve its investment objective may, to the extent of its investment in
high yield bonds,  be more  dependent on such credit  analysis than would be the
case if the Fund were investing in higher quality bonds.

High yield bonds may be more  susceptible to real or perceived  adverse economic
and competitive  industry conditions than higher grade bonds. The prices of high
yield bonds have been found to be less  sensitive to interest  rate changes than
more highly rated investments,  but more sensitive to adverse economic downturns
or  individual  corporate  developments.  If the  issuer  of  high  yield  bonds
defaults, a Fund may incur additional expenses to seek recovery.

The  secondary  market on which high yield  bonds are traded may be less  liquid
than the market for higher grade bonds.  Less liquidity in the secondary trading
market could adversely  affect the price at which a Fund could sell a high yield
bond and could adversely affect and cause large  fluctuations in the daily price
of the Fund's shares. Adverse publicity and investor perceptions, whether or not
based on  fundamental  analysis,  may decrease  the value and  liquidity of high
yield bonds, especially in a thinly traded market.

The use of credit ratings for evaluating high yield bonds also involves  certain
risks. For example, credit ratings evaluate the safety of principal and interest
payments,  not the market value risk of high yield bonds.  Also,  credit  rating
agencies  may fail to  change  credit  ratings  in a timely  manner  to  reflect
subsequent  events.  If a credit rating agency changes the rating of a portfolio
security  held by a Fund,  the Fund may retain the  security if the  Sub-Advisor
thinks it is in the best interest of shareholders.

Derivatives
To the extent permitted by its investment  objectives and policies,  each of the
Funds may invest in  securities  that are  commonly  referred  to as  derivative
securities.  Generally,  a derivative is a financial  arrangement,  the value of
which is derived  from, or based on, a traditional  security,  asset,  or market
index.   Certain   derivative   securities  are  described  more  accurately  as
index/structured   securities.   Index/structured   securities   are  derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts),  currencies, interest rates, indices or other financial
indicators (reference indices).

Some derivatives,  such as mortgage-related  and other asset-backed  securities,
are in many  respects  like  any  other  investment,  although  they may be more
volatile or less liquid than more traditional debt securities.

There are many  different  types of  derivatives  and many different ways to use
them. Futures and options are commonly used for traditional  hedging purposes to
attempt to protect a Fund from exposure to changing  interest rates,  securities
prices,  or  currency  exchange  rates  and for cash  management  purposes  as a
low-cost method of gaining  exposure to a particular  securities  market without
investing directly in those securities.

 No Fund may invest in a derivative  security  unless the reference index or the
instrument  to which it  relates is an  eligible  investment  for the Fund.  For
example,  a security whose  underlying value is linked to the price of oil would
not be a permissible  investment  because the Funds may not invest in oil leases
or futures.

The return on a derivative  security may  increase or decrease,  depending  upon
changes in the  reference  index or  instrument  to which it relates.  The risks
associated with derivative  investments  include:
o    the risk that the underlying security, interest rate, market index or other
     financial asset will not move in the direction the Sub-Advisor anticipated;
o    the possibility that there may be no liquid secondary market which may make
     it difficult or impossible to close out a position when desired;
o    the risk that adverse price movements in an instrument can result in a loss
     substantially greater than a Fund's initial investment; and
o    the counterparty may fail to perform its obligations.


Foreign Securities

Each of the following Funds may invest in securities of foreign  companies.  For
the purpose of this  restriction,  foreign companies are:
o companies with their principal  place of  business or principal office outside
  the  U.S.;  and
o companies for which the principal securities trading market is outside the
  U.S.


The European Equity,  International I, International II, International  Emerging
Markets,  International  SmallCap,  Pacific Basin and Technology  Funds each may
invest up to 100% of its assets in foreign  securities.  Each  LargeCap  S&P 500
Index,  MidCap  S&P 400 Index and  SmallCap  S&P 600 Index  Funds may  invest in
foreign  securities  to the extent that its relevant  index is so invested.  The
other  Funds  (except  Government  Securities)  may each invest up to 25% of its
assets in foreign securities.

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

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

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

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

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

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

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

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

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

Securities of Smaller Companies
The Funds may invest in securities of companies with small- or mid-sized  market
capitalizations.  Market capitalization is defined as total current market value
of a company's  outstanding common stock.  Investments in companies with smaller
market  capitalizations  may involve greater risks and price  volatility  (wide,
rapid fluctuations) than investments in larger,  more mature companies.  Smaller
companies  may be less mature than larger  companies.  At this earlier  stage of
development,  the  companies  may have limited  product  lines,  reduced  market
liquidity  for  their  shares,  limited  financial  resources  or less  depth in
management than larger or more established  companies.  Small companies also may
be  less  significant  within  their  industries  and  may  be at a  competitive
disadvantage  relative to their larger competitors.  While smaller companies may
be subject to these  additional  risks,  they may also realize more  substantial
growth than larger or more established companies.

Unseasoned Issuers
The Funds may invest in the securities of unseasoned issuers. Unseasoned issuers
are  companies  with a record of less than  three  years  continuous  operation,
including the operation of predecessors and parents. Unseasoned issuers by their
nature have only a limited operating history that can be used for evaluating the
company's  growth  prospects.  As  a  result,  investment  decisions  for  these
securities may place a greater  emphasis on current or planned product lines and
the reputation  and experience of the company's  management and less emphasis on
fundamental  valuation  factors  than would be the case for more  mature  growth
companies.  In addition, many unseasoned issuers also may be small companies and
involve the risks and price volatility associated with smaller companies.


Temporary Defensive Measures
For  temporary  defensive  purposes  in  times  of  unusual  or  adverse  market
conditions, the Funds may invest without limit in cash and cash equivalents. For
this  purpose,  cash  equivalents  include:  bank notes,  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.  In addition,  a Fund may purchase U.S.  Government  securities,
preferred  stocks  and  debt  securities,  whether  or not  convertible  into or
carrying rights for common stock.


There is no limit on the extent to which the Funds may take temporary  defensive
measures.  In  taking  such  measures,  the  Funds  may  fail to  achieve  their
investment objective.

Portfolio Turnover
"Portfolio  Turnover" is the term used in the industry for  measuring the amount
of trading that occurs in a Fund's  portfolio  during the year.  For example,  a
100%  turnover  rate means that on average  every  security in the portfolio has
been replaced once during the year.

Funds with high  turnover  rates (more than 100%) often have higher  transaction
costs (which are paid by the Fund) and may generate short-term capital gains (on
which  taxes may be  imposed  even if no shares of the Fund are sold  during the
year).  No turnover rate can be calculated  for the Money Market Fund because of
the short  maturities of the  securities in which it invests.  No turnover rates
are  calculated for the other Funds as they have been in existence for less than
six months.

Please consider all the factors when you compare the turnover rates of different
funds. A fund with  consistently  higher total returns and higher turnover rates
than another fund may actually be achieving better performance precisely because
the managers are active traders.


MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE
The Manager
Principal Management Corporation serves as the Manager for the Fund. Through the
Management  Agreement  with the Fund,  the  Manager  has  agreed  to handle  the
investment  advisory  services  and  provide  certain  corporate  administrative
services for the Fund. The Fund and the Manager have also entered into a Service
Agreement under which the Manager provides  personal services to shareholders of
each  Fund.  Additionally,  the  Fund  and  the  Manager  have  entered  into an
Administrative  Services Agreement under which the Manager has agreed to provide
transfer agency services and certain shareholder  services for beneficial owners
of Advisors  Select,  Advisors  Preferred,  Select and Preferred Fund classes of
shares.

The Fund and the  Manager  have  entered  into a  Portfolio  Accounting  Service
Agreement under which the Manager provides portfolio accounting services.

The Manager is an indirect subsidiary of Principal Financial Services, Inc. and
has managed mutual funds since 1969. As of October 31,2000, the mutual funds it
manages had assets of approximately $6.6 billion. The Manager's address is
Principal Financial Group, Des Moines, Iowa 50392-0200.

The Sub-Advisors
The  Manager  has  signed  contracts  with  various   Sub-Advisors.   Under  the
Sub-Advisory agreements, the Sub-Advisor agrees to assume the obligations of the
Manager to provide  investment  advisory services for a specific Fund. For these
services, the Sub-Advisor is paid a fee by the Manager.

Funds:            Balanced (equity securities portion), International I,
                  International Emerging Markets, International SmallCap,
                  LargeCap Blend, LargeCap Growth, LargeCap S&P 500 Index,
                  LargeCap Value, MidCap Blend, MidCap Growth, MidCap S&P 400
                  Index, MidCap Value, SmallCap Blend, SmallCap Growth,
                  SmallCap S&P 600 Index and SmallCap Value

Sub-Advisor:      Invista  Capital  Management,  LLC  ("Invista"),  an  indirect
                  wholly-owned  subsidiary of Principal Life  Insurance  Company
                  and an  affiliate  of the  Manager,  was  founded in 1985.  It
                  manages  investments for  institutional  investors,  including
                  Principal  Life.  Assets under  management as of September 30,
                  2000, were approximately  $29.7 billion.  Invista's address is
                  1800 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.

Funds:            Balanced (fixed-income portion), Bond & Mortgage Securities,
                  Government Securities, High Quality Short-Term Bond, High
                  Quality Intermediate-Term Bond, High Quality Long-Term Bond
                  and Money Market

Sub-Advisor:      Principal Capital Income Investors,  LLC ("PCII"), an indirect
                  wholly-owned  subsidiary of Principal Life  Insurance  Company
                  and an  affiliate  of the  Manager,  was  founded in 2000.  It
                  manages  investments for  institutional  investors,  including
                  Principal Life Insurance  Company.  Assets under management as
                  of  September  30, 2000,  were  approximately  $31.1  billion.
                  PCII's address is 1800 Hub Tower, 699 Walnut, Des Moines, Iowa
                  50309.

Fund:             Real Estate

Sub-Advisor:      Principal  Capital Real Estate  Investors,  LLC ("PCREI"),  an
                  indirect  wholly-owned  subsidiary of Principal Life Insurance
                  Company and an affiliate of the Manager,  was founded in 2000.
                  It manages investments for institutional investors,  including
                  Principal Life Insurance  Company.  Assets under management as
                  of  September  30, 2000,  were  approximately  $20.7  billion.
                  PCREI's  address is 1800 Hub Tower,  699  Walnut,  Des Moines,
                  Iowa 50309.

Funds:            European, International II, Pacific Basin and Technology

Sub-Advisor:      BT Fund Management (International) Limited ("BT") is a related
                  company of BT Funds  Management  Limited ("BTFM") and a member
                  of the Principal  Financial  Group. Its address is The Chifley
                  Tower,  2 Chifley  Square,  Sydney NSW 2000  Australia.  As of
                  October 31, 2000 BT,  together  with BTFM,  had  approximately
                  $23.8 billion under management.

Fund:             Partners LargeCap Growth I

Sub-Advisor:      Morgan  Stanley  Asset  Management  ("Morgan  Stanley"),  with
                  principal offices at 1221 Avenue of the Americas, New York, NY
                  10020,  conducts a worldwide portfolio management business and
                  provides a broad  range of  portfolio  management  services to
                  customers  in the U.S. and abroad.  As of September  30, 2000,
                  Morgan  Stanley,  together with its  affiliated  institutional
                  asset  management  companies,   managed  investments  totaling
                  approximately  $176.8 billion as named  fiduciary or fiduciary
                  adviser.  On December 1, 1998, Morgan Stanley Asset Management
                  Inc. changed its name to Morgan Stanley Dean Witter Investment
                  Management  Inc.  but  continues  to do  business  in  certain
                  instances using the name Morgan Stanley Asset Management.

Fund:             Partners MidCap Growth

Sub-Advisor:      Turner Investment Partners, Inc. ("Turner") was founded in
                  1990. Its address is 1235 Westlake Drive, Suite 350, Berwyn,
                  PA 19312. As of October 31, 2000, Turner had discretionary
                  management authority with respect to approximately $11.7
                  billion in assets.

Fund:             Partners LargeCap Value

Sub-Advisor:      Alliance  Capital  Management  L.P.  ("Alliance")  through its
                  Bernstein    Investment    Research   and   Management    unit
                  ("Bernstein"). As of September 30, 2000, Alliance managed $470
                  billion in assets.  Bernstein is located at 767 Fifth  Avenue,
                  New York,  NY 10153 and  Alliance is located at 1345 Avenue of
                  the Americas, New York, NY 10105.

Funds:            Partners MidCap Value and Partners SmallCap Growth I

Sub-Advisor:      Neuberger Berman  Management Inc.  ("Neuberger  Berman") is an
                  affiliate of Neuberger  Berman,  LLC.  Neuberger Berman LLC is
                  located  at  605  Third  Avenue,   2nd  Floor,  New  York,  NY
                  10158-0180.  Together with Neuberger Berman,  the firms manage
                  more than $56.5  billion in total assets (as of September  30,
                  2000) and continue an asset  management  history that began in
                  1939.

Funds:            Partners LargeCap Blend and Partners SmallCap Growth II

Sub-Advisor:      Federated  Investment  Management  Company  ("Federated") is a
                  registered investment adviser and a wholly-owned subsidiary of
                  Federated   Investors,   Inc.,  which  was  founded  in  1955.
                  Federated is located in the Federated  Investors Tower at 1001
                  Liberty Avenue,  Pittsburgh,  PA 15222-3779. As of October 31,
                  2000, Federated managed $131 billion in assets.

Fund:             Partners LargeCap Growth II

Sub-Advisor:      American  Century  Investment   Management,   Inc.  ("American
                  Century")  was  founded in 1958.  Its office is located in the
                  American  Century  Tower at 4500 Main Street,  Kansas City, KS
                  64111. As of October 31, 2000,  American  Century managed over
                  $109.7 billion in assets.


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

The Manager is paid a fee by the Fund for its services,  which  includes any fee
paid to the Sub-Advisor.

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

SHAREHOLDER INFORMATION

Pricing of Fund Shares
Each Fund's  shares are bought and sold at the current  NAV.  The share price of
each  class of each  Fund is  calculated  each day the New York  Stock  Exchange
(NYSE) is open.  The NAV is  determined at the close of business of the Exchange
(normally  3:00  p.m.  Central  time).  When an order to buy or sell  shares  is
received,  the NAV used to fill the order is the next price calculated after the
order is received.

For all Funds except the Money Market Fund,  the NAV is calculated  by: o taking
the  current  market  value  of  the  total  assets  of the  Fund o  subtracting
liabilities  of the  Fund o  dividing  the  remainder  proportionately  into the
classes of the Fund o subtracting  the  liabilities of each class o dividing the
remainder by the total number of shares owned in that class.

The  securities  of the Money  Market  Fund are valued at  amortized  cost.  The
calculation  procedure is  described in the SAI. The Money Market Fund  reserves
the right to determine a share price more than once each day.

NOTES:
o    If current market values are not readily  available for a security owned by
     a Fund,  its fair value is determined  using a policy adopted by the Fund's
     Board of Directors.
o    A Fund's  securities  may be  traded on  foreign  securities  markets  that
     generally  complete  trading at various  times  during the day prior to the
     close of the NYSE. The values of foreign securities used in computing share
     price are determined at the time the foreign  market closes.  Occasionally,
     events  affecting  the value of foreign  securities  occur when the foreign
     market  is  closed  and the NYSE is open.  The NAV of a Fund  investing  in
     foreign  securities  may  change on days when  shareholders  are  unable to
     purchase or redeem  shares.  If the  Sub-Advisor  believes  that the market
     value is materially affected,  the share price will be calculated using the
     policy adopted by the Fund.
o    Certain  securities  issued by companies in emerging  market  countries may
     have  more than one  quoted  valuation  at any point in time.  These may be
     referred to as local price and premium price.  The premium price is often a
     negotiated  price that may not  consistently  represent  a price at which a
     specific  transaction  can be  effected.  The  European,  International  I,
     International II, International  Emerging Markets,  International  SmallCap
     and  Pacific  Basin Funds each has a policy to value such  securities  at a
     price at which the Sub-Advisor expects the securities may be sold.

Purchase of Fund Shares
Shares may be purchased:
o    via the internet.
     o   standard method of accepting data for plans with fewer than 1,000
         current and terminated (within the last five years) members.
     o   available 7 days a week (7 a.m. to 9 p.m. Central Time).
o    using a modem.
     o   plan contributions transferred electronically.
     o   standard method of accepting data for plans with more than 1,000
         current and terminated (within the last five years) members.
     o   available 24 hours a day, 7 days a week.

To eliminate the need for safekeeping, the Funds will not issue certificates for
shares.  The Funds may  periodically  close to new purchases of shares or refuse
any order to buy shares if the Manager  determines that doing so would be in the
best interests of the Fund and its shareholders.

Redemption of Fund Shares
Subject to any  restrictions  imposed by a plan,  shares may be sold back to the
Fund any day the NYSE is open. For more information  about how to sell shares of
the Fund, including any charges that a plan may impose, please consult the plan.

The Fund generally sends payment for shares sold the business day after the sell
order  is  received.   Under  unusual   circumstances,   the  Fund  may  suspend
redemptions,  or  postpone  payment for more than seven days,  as  permitted  by
federal securities law.

Exchange of Fund Shares
An exchange between Funds is a sale of shares in one Fund and purchase of shares
of another Fund with the redemption proceeds. Subject to any restrictions a plan
imposes,  shares in the Funds may be  exchanged,  without  charge,  for the same
class of any other Principal Investors Fund, provided that:
o the class shares of such other Fund are available in the plan  member's  state
of residence; and o shares of such other Fund are available through the plan.

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 under other circumstances where the Board of Directors of the Fund
or the  Manager  believes  it is in the best  interests  of the  Fund,  the Fund
reserves the right to revise or  terminate  the  exchange  privilege,  limit the
amount  or  number of  exchanges,  reject  any  exchange  or close the  account.
Notification of any such action will be given to the extent required by law.


Dividends and Distributions
The  High  Quality  Short-Term  Bond,  Bond &  Mortgage  Securities,  Government
Securities,  High Quality Intermediate-Term Bond and High Quality Long-Term Bond
Funds pay most of their net  dividend  income on a monthly  basis.  Payments are
made to  shareholders  of record on the business day prior to the payment  date.
The payment date is December 23 (or previous business day).

The  other  Funds  (other  than the  Money  Market  Fund)  pay most of their net
dividend  income once each year.  Payments are made to shareholders of record on
the business day prior to the payment date.  The payment date is December 23 (or
previous business day).

Net realized  capital gains,  if any, are  distributed  annually.  Generally the
distribution is made on the fourth  business day of December.  Payments are made
to shareholders of record on the business day prior to the payable date. Capital
gains may be taxable at  different  rates,  depending on the length of time that
the Fund holds its assets.

The Money Market Fund declares  dividends of all its daily net investment income
each  day  its  shares  are  priced.  The  dividends  are  paid  daily  and  are
automatically reinvested back into additional shares of the Money Market Fund.

Under normal  circumstances,  the Money  Market Fund  intends to hold  portfolio
securities until maturity and value them at amortized cost. Therefore, the Money
Market Fund does not expect any  capital  gains or losses.  Should  there be any
gain, it could result in an increase in  dividends.  A capital loss could result
in a dividend decrease.

Dividend and capital gain distributions from a Fund are reinvested in additional
shares of the Fund making the distribution.

Generally,  for federal income tax purposes,  Fund  distributions are taxable as
ordinary income,  except that any  distributions of long-term capital gains will
be taxed as such  regardless  of how long Fund shares  have been held.  However,
distributions  by the Fund to  retirement  plans  that  qualify  for  tax-exempt
treatment  under federal income tax laws will not be taxable.  Special tax rules
apply to investments by such plans.

A tax advisor should be consulted to determine the suitability of the Fund as an
investment by such a plan and the tax treatment of  distributions by the Fund. A
tax advisor can also provide  information  on the  potential  impact of possible
foreign,  state and local taxes. A Fund's  investments in foreign securities may
be subject to foreign withholding taxes. In that case, the Fund's yield on those
securities would be decreased.

A Fund's investments in certain debt obligations may cause the Fund to recognize
taxable  income in excess of the cash generated by such  obligations.  Thus, the
Fund could be  required  at times to  liquidate  other  investments  in order to
satisfy its distribution requirement.

FUND ACCOUNT INFORMATION

Statements
Unless the plan elects to receive  statements  on a semiannual  or annual basis,
statements are sent each calendar quarter. The statements provide the number and
value of shares owned by the plan,  transactions  during the quarter,  dividends
declared or paid and other information.

This information may also be accessed by accessing www.principal.com.

Minimum Account Balance
The Principal  Investors Fund reserves the right to set a minimum and redeem all
shares  in the Fund if the  value of a plan's  investments  in the Funds is less
than the minimum.  Principal Investors Fund has set the minimum at $2.5 million.
The redemption  proceeds  would then be mailed to the plan sponsor.  If the Fund
exercises  this right,  the plan sponsor will be notified that the redemption is
going to be made.  The plan will have 30 days to make an  additional  investment
and bring plan assets up to the required minimum. The Fund reserves the right to
change the minimum

Reservation of Rights
The  Principal  Investors  Fund  reserves  the right to amend or  terminate  the
special plans described in this  prospectus.  In addition,  Principal  Investors
Fund  reserves  the  right  to  change  the  share  classes   described  herein.
Shareholders will be notified of any such action to the extent required by law.

Financial Statements
Plans will receive annual  financial  statements for the Funds,  examined by the
Funds'  independent  auditors,  Ernst & Young  LLP.  Plans  will also  receive a
semiannual financial statement that is unaudited.


                                   APPENDIX A

RELATED PERFORMANCE OF THE SUB-ADVISORS

The Funds started operation in December, 2000 and have no historical performance
data.  The  following  tables  set forth  historical  information  about  client
accounts managed by a Sub-Advisor that have investment objectives and strategies
similar to those of the corresponding Fund the Sub-Advisor manages. These client
accounts may consist of individuals,  institutions and other mutual funds.  This
composite  data  is  provided  to  illustrate  the  past   performance  of  each
Sub-Advisor in managing  similar accounts and does not represent the performance
of any Fund.

On the following pages  "composite  performance"  is shown for each  Sub-Advisor
with  regard  to  all  of  those  similarly  managed  accounts.   The  composite
performance is computed based upon essentially the Sub-Advisor's  asset weighted
"average"  performance with regard to such accounts.  The composite  performance
information  shown is based on a composite of all  accounts of each  Sub-Advisor
(and  its  predecessor,   if  any)  having   substantially   similar  investment
objectives,  policies and  strategies to the  corresponding  Fund. The composite
results reflect the deduction of all fees and expenses  actually incurred by the
client accounts.

Portions of the information below are based on data supplied by the Sub-Advisors
and from statistical services,  reports or other sources believed by the Manager
to be reliable.  However,  such  information has not been verified or audited by
the Manager.

Some of the accounts  included in the composites are not mutual funds registered
under the 1940 Act.  Those  accounts are not subject to investment  limitations,
diversification  requirements and other restrictions imposed by the 1940 Act and
the  Internal  Revenue  Code.  If such  requirements  were  applicable  to these
accounts, the performance shown may have been lower.

The  performance  data  should  not be  considered  as an  indication  of future
performance of any Fund or any Sub-Advisor.  In addition, the effect of taxes is
not reflected in the  information  below as it will depend on the investor's tax
status.

Please  note  that  1999  was an  exceptionally  good  year  for the  stocks  of
technology  companies  and mutual  funds that  invest in them.  It should not be
expected  that those  stocks and funds will  perform as well every  year.  Stock
prices can change unpredictably and, in fact, they may lose value in some years.

PERFORMANCE RESULTS - STABLE FUNDS
<TABLE>
<CAPTION>



                                                                Average Annual Performance
                                                               (through September 30, 2000)

                                                             YTD   1 YR    3 YR    5 YR   10 YR
High Quality Short-Term Bond Fund Select*
High Quality Short-Term Bond Fund Preferred*
<S>                                                         <C>     <C>    <C>     <C>     <C>

PCII High Quality Short-Term Bond Composite                 5.66    5.96   5.03
   Lehman Brothers Mutual Fund 1-5 Gov't/Credit Index       0.93    6.10   5.76    6.04    6.95
   Average Short-Term Bond Category (Morningstar)           5.25    5.98   5.05    5.41    6.47
</TABLE>


<TABLE>
<CAPTION>
                                                                                    Average Annual Performance
                                                                                     (year ended December 31)

                                                           1999   1998   1997   1996   1995    1994   1993     1992    1991   1990

High Quality Short-Term Bond Fund Select*
High Quality Short-Term Bond Fund Preferred*
<S>                                                        <C>     <C>    <C>   <C>    <C>     <C>     <C>     <C>     <C>     <C>
PCII High Quality Short-Term Bond Composite                1.05    6.79   6.64
   Lehman Brothers Mutual Fund 1-5 Gov't/Credit Index      2.09    7.63   7.13  4.67   12.88   -0.72   7.10    6.83    13.17   9.71
   Average Short-Term Bond Category (Morningstar)          2.12    6.28   6.51  4.35   11.48   -0.86   6.86    6.15    13.43   7.98
</TABLE>
* Fund's inception 12/6/00.

PERFORMANCE RESULTS - CONSERVATIVE FUNDS

<TABLE>
<CAPTION>
                                                                Average Annual Performance
                                                               (through September 30, 2000)

                                                             YTD   1 YR    3 YR    5 YR   10 YR
Bond & Mortgage Securities Fund Select*
Bond & Mortgage Securities Fund Preferred*
<S>                                                         <C>     <C>    <C>     <C>     <C>
PCII Multi-Sector Composite                                 7.31    7.04   5.74    6.60    8.34
   Lehman Brothers Aggregate Bond Index                     0.63    6.99   5.93    6.47    8.05
   Average Intermediate-Term Bond Category (Morningstar)    5.61    5.90   4.70    5.55    7.61

Government Securities Fund Select*
Government Securities Fund Preferred*
PCII Mortgage-Backed Broad Composite                        6.94    7.05   5.75    6.47    7.90
   Lehman Brothers Mortgage Backed Securities Index         1.04    7.42   6.07    6.80    7.93
   Average Intermediate Government Category (Morningstar)   6.28    6.29   4.87    5.43    6.97

High Quality Intermediate-Term Bond Fund Select*
High Quality Intermediate-Term Bond Fund Preferred*
PCII High Quality Intermediate-Term Bond Composite          6.48    6.54   5.58
   Lehman Brothers Aggregate Bond Index                     0.63    6.99   5.93    6.47    8.05
   Average Intermediate-Term Bond Category (Morningstar)    5.61    5.90   4.70    5.55    7.61

High Quality Long-Term Bond Fund Select*
High Quality Long-Term Bond Fund Preferred*
PCII High Quality Long-Term Bond Composite                  4.42    3.61   3.82
   Lehman Brothers Long Term Gov't./Corporate Bond Index   -0.89    7.94   6.18    6.90    9.74
   Average Long-Term Bond Category (Morningstar)            5.32    5.38   3.96    5.56    8.08
</TABLE>

PERFORMANCE RESULTS - CONSERVATIVE FUNDS

<TABLE>
<CAPTION>
                                                                Annual Performance
                                                              (year ended December 31)

                                                           1999     1998  1997    1996    1995   1994   1993    1992    1991   1990
Bond & Mortgage Securities Fund Select*
Bond & Mortgage Securities Fund Preferred*
<S>                                                         <C>     <C>   <C>      <C>    <C>    <C>     <C>     <C>    <C>     <C>
PCII Multi-Sector Composite                                -0.57    7.97  10.16    3.94   18.41  -2.05   10.67   8.25   15.89   9.49
   Lehman Brothers Aggregate Bond Index                    -0.82    8.69   9.65    3.63   18.47  -2.92    9.75   7.40   16.00   8.96
   Average Intermediate-Term Bond Category (Morningstar)   -1.22    7.42   8.76    3.30   17.35  -3.73   10.39   7.20   16.62   6.66

Government Securities Fund Select*
Government Securities Fund Preferred*
PCII Mortgage-Backed Broad Composite                        0.22    7.62   9.97    3.90   19.10  -4.41
   Lehman Brothers Mortgage Backed Securities Index         1.85    6.97   9.49    5.36   16.80  -1.61    6.84   6.96   15.72  10.72
   Average Intermediate Government Category (Morningstar)  -1.44    7.45   8.45    2.80   16.42  -4.02    8.03   6.39   14.67   8.89

High Quality Intermediate-Term Bond Fund Select*
High Quality Intermediate-Term Bond Fund Preferred*
PCII High Quality Intermediate-Term Bond Composite         -0.57    8.28   9.32
   Lehman Brothers Aggregate Bond Index                    -0.82    8.69   9.65    3.63   13.47  -2.92    9.75   7.40   16.00   8.96
   Average Intermediate-Term Bond Category (Morningstar)   -1.22    7.42   8.76    3.30   17.35  -3.73   10.39   7.20   16.62   6.66

High Quality Long-Term Bond Fund Select*
High Quality Long-Term Bond Fund Preferred*
PCII High Quality Long-Term Bond Composite                 -7.41   10.39   4.85
   Lehman Brothers Long Term Gov't./Corporate Bond Index   -7.64   11.76  14.52    0.13   29.93  -7.10   16.17   8.53   19.53   6.42
   Average Long-Term Bond Category (Morningstar)           -2.78    6.51  10.53    3.54   21.33  -6.13   13.34   7.98   17.15   5.74
</TABLE>
* Fund's inception 12/6/00.

PERFORMANCE RESULTS - MODERATE FUNDS
>
<TABLE>
<CAPTION>

                                                                Average Annual Performance
                                                               (through September 30, 2000)

                                                             YTD   1 YR    3 YR    5 YR   10 YR

Balanced Fund Select*
Balanced Fund Preferred*
<S>                                                        <C>     <C>    <C>     <C>     <C>
Invista Balanced Composite                                 -0.01    5.50   6.81   14.89
PCII Multi-Sector Composite                                 7.31    7.04   5.74    6.60    8.34
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Lehman Brothers Aggregate Bond Index                     0.63    6.99   5.93    6.47    8.05
   Average Domestic Hybrid Category (Morningstar)           3.67   11.72   8.43   12.23   12.46

LargeCap Blend Fund Select*
LargeCap Blend Fund Preferred*
Invista Large Cap Composite                                -4.06    3.77  10.36   17.94
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Blend  Category (Morningstar)           0.77   17.07  14.25   18.74   17.40

Partners LargeCap Blend Fund Select*
Partners LargeCap Blend Fund Preferred*
Federated Capital Appreciation Composite                    2.54   34.42  22.23   24.43   20.83
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Blend  Category (Morningstar)           0.77   17.07  14.25   18.74   17.40

LargeCap Growth Fund Select*
LargeCap Growth Fund Preferred*
Invista Large Cap Growth Composite                          8.63
   S&P/BARRA 500 Growth Index                              -9.76   12.04  20.87   24.98   20.94
   Average LargeCap Growth Category (Morningstar)           2.80   31.95  22.86   22.63   20.05

Partners LargeCap Growth Fund I Select*
Partners LargeCap Growth Fund I Preferred*
Morgan Stanley Equity Growth Composite                      3.95   26.74   2.07   27.60   23.75
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Growth Category (Morningstar)           2.80   31.95  22.86   22.63   20.05

Partners LargeCap Growth Fund II Select*
Partners LargeCap Growth Fund II Preferred*
American Century Growth Composite                           2.45   26.64  22.27   20.79   19.61
   Russell 1000 Growth Index                               -9.46   23.43  23.97   25.07
   Average LargeCap Growth Category (Morningstar)           2.80   31.95  22.86   22.63   20.05

LargeCap S&P 500 Index Fund Select*
LargeCap S&P 500 Index Fund Preferred*
Invista S&P 500 Index Composite                            -1.70   12.84  16.02   21.25
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Blend Category (Morningstar)            0.77   17.07  14.25   18.74   17.40

LargeCap Value Fund Select*
LargeCap Value Fund Preferred*
Invista Large Cap Value Composite                          -0.22   -1.67   5.66   13.77
   S&P/BARRA 500 Value Index                               -0.02   13.75  11.31   17.90   17.55
Average LargeCap Value Category (Morningstar)               2.83   10.78   7.41   14.67   15.19

Partners LargeCap Value Fund Select*
Partners LargeCap Value Fund Preferred*
Sanford C. Bernstein Diversified Value Composite            3.50    5.00
   Russell 1000 Value Index                                 0.91    8.91  10.23   17.59
   Average LargeCap Value Category (Morningstar)            2.83   10.78   7.41   14.67   15.19

MidCap Value Fund Select*
MidCap Value Fund Preferred*
Invista Mid Cap Value Composite                             3.74    3.08   2.12   11.44
   S&P/BARRA 400 Value Index                               16.95   25.46   9.69   16.02
   Average MidCap Value Category (Morningstar)              9.56   17.35   5.97   13.69   14.89

Partners MidCap Value Fund Select*
Partners MidCap Value Fund Preferred*
Neuberger Berman MidCap Value Composite                    21.79   35.08   4.73   15.66   16.60
   Russell Midcap Value Index                               0.96   13.00   5.96   14.07   17.81
   Average MidCap Value Category (Morningstar)              9.56   17.35   5.97   13.69   14.89

Real Estate Fund Select*
Real Estate Fund Preferred*
PCREI Real Estate Composite                                26.58   24.32   3.24
   Morgan Stanley REIT Index                                3.08   21.25  -0.73   10.27
</TABLE>


PERFORMANCE RESULTS - MODERATE FUNDS
<TABLE>
<CAPTION>


                                                                Annual Performance
                                                               (year ended December 31)

                                                           1999   1998    1997    1996   1995    1994   1993    1992    1991   1990

Balanced Fund Select*
Balanced Fund Preferred*
<S>                                                        <C>     <C>    <C>     <C>     <C>    <C>     <C>    <C>     <C>    <C>
Invista Balanced Composite                                  2.20   12.17  20.03   10.69   26.88  -1.63   14.25  10.73   27.19
PCII Multi-Sector Composite                                -0.57    7.97  10.16    3.94   18.41  -2.05   10.67   8.25   15.89   9.49
   S&P 500 Index                                           21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47  -3.10
   Lehman Brothers Aggregate Bond Index                    -0.82    8.69   9.65    3.63   18.47  -2.92    9.75   7.40   16.00   8.96
   Average Domestic Hybrid Category (Morningstar)           8.24   12.50  18.24   13.07   24.87  -2.56   12.07   8.22   23.87  -0.09

LargeCap Blend Fund Select*
LargeCap Blend Fund Preferred*
Invista Large Cap Composite                                 9.57   24.70  29.66   24.35
   S&P 500 Index                                           21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47  -3.10
   Average LargeCap Blend  Category (Morningstar)          19.72   21.95  27.43   20.37   31.99  -1.08   11.12   7.62   32.13  -3.34

Partners LargeCap Blend Fund Select*
Partners LargeCap Blend Fund Preferred*
Federated Capital Appreciation Composite                   43.39   20.08  30.62   18.39   37.17  -0.30   11.31  11.37   27.43  -4.43
   S&P 500 Index                                           21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47  -3.10
   Average LargeCap Blend  Category (Morningstar)          19.72   21.95  27.43   20.37   31.99  -1.08   11.12   7.62   32.13  -3.34

LargeCap Growth Fund Select*
LargeCap Growth Fund Preferred*
Invista Large Cap Growth Composite
   S&P/BARRA 500 Growth Index                              28.25   42.15  36.38   23.98   38.13   3.13    1.68   5.07   38.37   0.20
   Average LargeCap Growth Category (Morningstar)          39.72   33.56  25.00   18.95   32.27  -2.32   10.31   5.83   43.69  -2.12

Partners LargeCap Growth Fund I Select*
Partners LargeCap Growth Fund I Preferred*
Morgan Stanley Equity Growth Composite                     39.42   21.11  31.40   31.23   45.03   3.18    4.32   5.99   25.54  -2.92
   S&P 500 Index                                           21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47  -3.10
   Average LargeCap Growth Category (Morningstar)          39.72   33.56  25.00   18.95   32.27  -2.32   10.31   5.83   43.69  -2.12

Partners LargeCap Growth Fund II Select*
Partners LargeCap Growth Fund II Preferred*
American Century Growth Composite                          34.68   36.77  29.28   14.92   20.35  -1.49    3.76  -4.29   69.02  -3.83
   Russell 1000 Growth Index                               33.16   38.71  30.49   23.12   37.19   2.66    2.90   5.00   41.16  -0.26
   Average LargeCap Growth Category (Morningstar)          39.72   33.56  25.00   18.95   32.27  -2.32   10.31   5.83   43.69  -2.12

LargeCap S&P 500 Index Fund Select*
LargeCap S&P 500 Index Fund Preferred*
Invista S&P 500 Index Composite                            20.62   28.16  32.89   22.51   37.07   1.05
   S&P 500 Index                                           21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47  -3.10
   Average LargeCap Blend Category (Morningstar)           19.72   21.95  27.43   20.37   31.99  -1.08   11.12   7.62   32.13  -3.34

LargeCap Value Fund Select*
LargeCap Value Fund Preferred*
Invista Large Cap Value Composite                          -7.12   18.04  28.94   22.18
   S&P/BARRA 500 Value Index                               12.72   14.68  29.99   21.99   37.00  -0.63   18.60  10.53   22.56  -6.85
Average LargeCap Value Category (Morningstar)              13.10   27.01  20.79   32.28   -0.81  13.25    9.89  28.51   -6.37

Partners LargeCap Value Fund Select*
Partners LargeCap Value Fund Preferred*
Sanford C. Bernstein Diversified Value Composite            7.80
   Russell 1000 Value Index                                 7.35   15.63  35.18   21.64   38.35  -1.99   18.12  13.81   24.61  -8.08
   Average LargeCap Value Category (Morningstar)            6.63   13.10  27.01   20.79   32.28  -0.81   13.25   9.89   28.51  -6.37

MidCap Value Fund Select*
MidCap Value Fund Preferred*
Invista Mid Cap Value Composite                            -7.36    3.25  35.49   16.03   41.18   0.98   11.43   7.57   33.54
   S&P/BARRA 400 Value Index                                2.33    4.67  34.32   19.40   34.04  -0.57   13.43  16.02
   Average MidCap Value Category (Morningstar)              7.78    3.92  26.04   20.50   29.27  -1.11   17.11  13.54   29.65  -8.51

Partners MidCap Value Fund Select*
Partners MidCap Value Fund Preferred*
Neuberger Berman MidCap Value Composite                     8.04  -10.66  32.66   28.08   35.23  -1.89   16.44  17.52   22.36  13.91
   Russell Midcap Value Index                              -0.11    5.09  34.37   20.26   34.93  -2.13   15.62  21.68   37.92 -16.08
   Average MidCap Value Category (Morningstar)              7.78    3.92  26.04   20.50   29.27  -1.11   17.11  13.54   29.65  -8.51

Real Estate Fund Select*
Real Estate Fund Preferred*
PCREI Real Estate Composite                                -3.01  -10.20  19.83
   Morgan Stanley REIT Index                               -4.55  -16.90  18.58   35.89   12.90
</TABLE>
* Fund's inception 12/6/00.

PERFORMANCE RESULTS - AGGRESSIVE FUNDS
<TABLE>
<CAPTION>

                                                                Average Annual Performance
                                                               (through September 30, 2000)


                                                             YTD   1 YR    3 YR    5 YR   10 YR
MidCap Blend Fund Select*
MidCap Blend Fund Preferred*
<S>                                                        <C>     <C>     <C>    <C>     <C>
Invista Mid Cap Core Composite                             11.55   34.01   9.05   16.08
   S&P MidCap 400 Index                                    -0.68   43.21  18.97   21.71
   Average MidCap Blend Category (Morningstar)              7.19   24.94   8.81   15.11   16.30

MidCap Growth Fund Select*
MidCap Growth Fund Preferred*
Invista Mid Cap Growth Composite                           14.47   51.66  22.95   24.76
   Russell Midcap Growth Index                             -4.89   60.37  25.87   24.63   22.82
   Average MidCap Growth Category (Morningstar)            15.15   65.48  27.62   23.23   21.28

MidCap S&P 400 Index Fund Select*
MidCap S&P 400 Index Fund Preferred*
Invista S&P 400 Index Composite                            21.24   40.44
   S&P MidCap 400 Index                                    -0.68   43.21  18.97   21.71
   Average MidCap Blend Category (Morningstar)              7.19   24.94   8.81   15.11   16.30

Partners MidCap Growth Fund Select*
Partners MidCap Growth Fund Preferred*
Turner Investment Partners Midcap Growth Composite         27.59   98.28  54.46
   Russell Midcap Growth Index                             -4.89   60.37  25.87   24.63   22.82
   Average MidCap Growth Category (Morningstar)            15.15   65.48  27.62   23.23   21.28

SmallCap Blend Fund Select*
SmallCap Blend Fund Preferred*
Invista Small Company Blend Composite                      18.09   40.78   9.28   15.84
   Russell 2000 Index                                      -2.94   23.39   5.96   12.39   16.93
   Average SmallCap Blend Category (Morningstar)           12.43   29.51   6.36   14.15   15.80

SmallCap Growth Fund Select*
SmallCap Growth Fund Preferred*
Invista Small Cap Growth Composite                         -5.30   25.50  13.43   19.84
   Russell 2000 Growth Index                               -4.97   29.67   8.93   12.42
   Average SmallCap Growth Category (Morningstar)          11.50   55.99  18.43   18.83   20.04

Partners SmallCap Growth Fund I Select*
Partners SmallCap Growth Fund I Preferred*
Neuberger Berman SmallCap Growth Composite                 -2.65   68.31
   Russell 2000 Growth Index                               -4.97   29.67   8.93   12.42
   Average SmallCap Growth Category (Morningstar)          11.50   55.99  18.43   18.83   20.04

Partners SmallCap Growth Fund II Select*
Partners SmallCap Growth Fund II Preferred*
Federated Aggressive Growth Composite                     -13.82   40.11  23.14
   S&P/BARRA 600 Growth Index                               7.52   29.77   7.24   11.99
   Average SmallCap Growth Category (Morningstar)          11.50   55.99  18.43   18.83   20.04

SmallCap S&P 600 Index Fund Select*
SmallCap S&P 600 Index Fund Preferred*
Invista Small Cap S&P 600 Index Composite                   9.54   22.11
   S&P SmallCap 600 Index                                  -2.72   24.17   5.88   13.39   17.65
   Average SmallCap Blend Category (Morningstar)           12.43   29.51   6.36   14.15   15.80

SmallCap Value Fund Select*
SmallCap Value Fund Preferred*
Invista Small Cap Value Composite                           4.68    3.14  -3.85    9.82
   Russell 2000 Value Index                                -0.57   15.36   2.11   11.50
   Average SmallCap Value Category (Morningstar)           12.43   19.92   1.33   12.12   14.16

Technology Fund Select*
Technology Fund Preferred*
   Average Technology Category (Morningstar)                2.87   69.87  44.30   31.98   31.51
</TABLE>


PERFORMANCE RESULTS - AGGRESSIVE FUNDS
<TABLE>
<CAPTION>

                                                                                     Annual Performance
                                                                                  (year ended December 31)


                                                            1999     1998  1997    1996    1995   1994    1993   1992    1991   1990
MidCap Blend Fund Select*
MidCap Blend Fund Preferred*
<S>                                                       <C>       <C>    <C>     <C>     <C>    <C>     <C>    <C>     <C>   <C>
Invista Mid Cap Core Composite                              12.37    4.72  24.95   18.66   33.39   5.46   -0.26   9.01
   S&P MidCap 400 Index                                     14.72   19.11  32.25   19.18   30.92  -3.59   13.93  11.90   50.07 -5.12
   Average MidCap Blend Category (Morningstar)              18.70    6.77  26.45   20.44   28.71  -1.61   14.50  14.93   36.20 -8.16

MidCap Growth Fund Select*
MidCap Growth Fund Preferred*
Invista Mid Cap Growth Composite                            69.96    2.48  26.15   13.40
   Russell Midcap Growth Index                              51.29   17.86  22.54   17.48   33.98  -2.16   11.19   8.71   47.03 -5.13
   Average MidCap Growth Category (Morningstar)             63.90   17.51  17.05   16.99   34.79  -1.03   15.64   9.03   50.97 -7.35

MidCap S&P 400 Index Fund Select*
MidCap S&P 400 Index Fund Preferred*
Invista S&P 400 Index Composite
   S&P MidCap 400 Index                                     14.72   19.11  32.25   19.20   30.95  -3.58   13.95  11.91  50.10  -5.12
   Average MidCap Blend Category (Morningstar)              18.70    6.77  26.45   20.44   28.71  -1.61   14.50  14.93  36.20  -8.16

Partners MidCap Growth Fund Select*
Partners MidCap Growth Fund Preferred*
Turner Investment Partners Midcap Growth Composite         126.09   26.33  41.77   18.25
   Russell Midcap Growth Index                              51.29   17.86  22.54   17.48   33.98  -2.16   11.19   8.71  47.03  -5.13
   Average MidCap Growth Category (Morningstar)             63.90   17.51  17.05   16.99   34.79  -1.03   15.64   9.03  50.97  -7.35

SmallCap Blend Fund Select*
SmallCap Blend Fund Preferred*
Invista Small Company Blend Composite                       12.31   -9.59  21.15   18.01   29.44   3.05   21.32  26.90  24.82
   Russell 2000 Index                                       21.26   -2.55  22.36   16.50   28.45  -1.82   18.88  18.41  46.04 -19.48
   Average SmallCap Blend Category (Morningstar)            18.18   -3.64  26.12   19.66   25.51  -0.97   16.65  14.39  39.57 -12.24

SmallCap Growth Fund Select*
SmallCap Growth Fund Preferred*
Invista Small Cap Growth Composite                          66.37   -2.47  34.77   14.19
   Russell 2000 Growth Index                                43.09    1.23  12.95   11.26   31.04  -2.43   13.36   7.77  51.19 -17.41
   Average SmallCap Growth Category (Morningstar)           61.45    4.49  18.19   19.99   35.44  -0.28   16.70  11.99  53.64  -5.96

Partners SmallCap Growth Fund I Select*
Partners SmallCap Growth Fund I Preferred*
Neuberger Berman SmallCap Growth Composite                 134.28
   Russell 2000 Growth Index                                43.09    1.23  12.95   11.26   31.04  -2.43   13.36   7.77  51.19 -17.14
   Average SmallCap Growth Category (Morningstar)           61.45    4.49  18.19   19.99   35.44  -0.28   16.70  11.99  53.64  -5.96

Partners SmallCap Growth Fund II Select*
Partners SmallCap Growth Fund II Preferred*
Federated Aggressive Growth Composite                     -111.60    8.08  30.06
   S&P/BARRA 600 Growth Index                               12.41   -1.31  25.58   21.32   29.97  -4.78   18.79  21.05  48.48 -23.69
   Average SmallCap Growth Category (Morningstar)           61.45    4.49  18.19   19.99   35.44  -0.28   16.70  11.99  53.64  -5.96

SmallCap S&P 600 Index Fund Select*
SmallCap S&P 600 Index Fund Preferred*
Invista Small Cap S&P 600 Index Composite
   S&P SmallCap 600 Index                                   12.40   -1.31  25.58   21.32   29.97  -4.77   18.78  21.04  48.49 -23.69
   Average SmallCap Blend Category (Morningstar)            18.18   -3.64  26.12   19.66   25.51  -0.97   16.65  14.39  39.57 -12.24

SmallCap Value Fund Select*
SmallCap Value Fund Preferred*
Invista Small Cap Value Composite                           -8.92   -6.03  33.65   26.44
   Russell 2000 Value Index                                 -1.49   -6.45  31.78   21.37   25.75  -1.27   23.84  29.14  41.70 -21.77
   Average SmallCap Value Category (Morningstar)             4.49   -6.99  30.04   25.53   25.13  -0.81   16.72  20.29  37.19 -14.34

Technology Fund Select*
Technology Fund Preferred*
   Average Technology Category (Morningstar)               136.50   52.41   9.58   20.31   42.89  13.18   24.07  13.03  46.92   0.54
</TABLE>
* Fund's inception 12/6/00.

PERFORMANCE RESULTS - DYNAMIC FUNDS
<TABLE>
<CAPTION>


                                                                Average Annual Performance
                                                               (through September 30, 2000)


                                                             YTD   1 YR    3 YR    5 YR   10 YR
European Fund Select*
European Fund Preferred*
<S>                                                        <C>    <C>    <C>     <C>     <C>
BT European Composite                                      -14.43  11.15  18.84   22.29
   MSCI Europe (15) Index--ND                                4.68   5.46  10.22   15.71  14.14
   Average Europe Category (Morningstar)                    -4.30  22.19  10.29   15.27  11.51

International Emerging Markets Fund Select*
International Emerging Markets Fund Preferred*
Invista International Emerging Markets Equity Composite    -16.63  15.21  -1.16   10.28
   MSCI - Emerging Markets Free--ID                         -8.73   0.41  -6.39   -1.66   9.48
Average Diversified Emerging Market
     Category (Morningstar)                                -20.53   7.29  -7.12    0.12   5.83

International Fund I Select*
International Fund I Preferred*
Invista International Broad Markets Composite               -7.31   9.88   7.56   13.92  14.95
   MSCI EAFE (Europe, Australia, Far East) Index--ND       -11.80   3.18   7.38    8.57   9.62
   Average Foreign Category (Morningstar)                  -10.79  13.84   9.59   10.81   9.92

International Fund II Select*
International Fund II Preferred*
   MSCI EAFE (Europe, Australia, Far East) Index--ND       -11.80   3.18   7.38    8.57   9.62
   Average Foreign Category (Morningstar)                  -10.79  13.84   9.59   10.81   9.92

International SmallCap Fund Select*
International SmallCap Fund Preferred*
Invista International Small Cap Equity Composite            -0.70  36.20  26.53   27.71
   MSCI EAFE (Europe, Australia, Far East) Index--ND       -11.80   3.18   7.38    8.57   9.62
   Average Foreign Category (Morningstar)                  -10.79  13.84   9.59   10.81   9.92

Pacific Basin Fund Select*
Pacific Basin Fund Preferred*
BT Pacific Basin Composite                                 -15.52  10.75  16.52
   MSCI Pacific Free Index--ND                             -15.08  -1.39   2.72   -0.55   4.16
   Average Diversified Pacific/Asia Category (Morningstar) -25.00   0.98  -0.13   -0.06   6.53
</TABLE>

PERFORMANCE RESULTS - DYNAMIC FUNDS
<TABLE>
<CAPTION>


                                                                Annual Performance
                                                               (year ended December 31)


                                                             1999    1998   1997   1996     1995   1994   1993   1992    1991   1990
European Fund Select*
European Fund Preferred*
<S>                                                         <C>     <C>    <C>     <C>     <C>     <C>    <C>    <C>    <C>    <C>
BT European Composite                                       33.95   30.86  26.33   41.31    9.36   8.49   43.12
   MSCI Europe (15) Index--ND                               15.89   28.53  23.80   21.09   21.62   2.28   29.28  -4.71  13.11  -3.85
   Average Europe Category (Morningstar)                    26.11   21.56  18.42   24.99   16.26   2.52   28.15  -6.82   7.47  -8.03

International Emerging Markets Fund Select*
International Emerging Markets Fund Preferred*
Invista International Emerging Markets Equity Composite     63.25  -17.59  11.38   25.57    7.46
   MSCI - Emerging Markets Free--ID                         58.89  -35.11  31.64   22.21  -12.83   0.64   53.92  13.41 149.65  -7.82
Average Diversified Emerging Market
     Category (Morningstar)                                 71.86  -27.03  -3.68   13.35   -3.45  -9.27   73.26   0.26  18.10  -9.89

International Fund I Select*
International Fund I Preferred*
Invista International Broad Markets Composite               25.78   10.47  12.43   24.54   14.07  -2.39   44.83
   MSCI EAFE (Europe, Australia, Far East) Index--ND        26.96   20.00   1.78    6.05   11.21   7.78   32.56 -12.17  12.13 -23.45
   Average Foreign Category (Morningstar)                   44.49   13.00   5.43   12.39    9.82  -0.40   36.71  -4.54  13.07 -10.90

International Fund II Select*
International Fund II Preferred*
   MSCI EAFE (Europe, Australia, Far East) Index--ND        26.96   20.00   1.78    6.05   11.21   7.78   32.56 -12.17  12.13 -23.45
   Average Foreign Category (Morningstar)                   44.49   13.00   5.43   12.39    9.82  -0.40   36.71  -4.54  13.07 -10.90

International SmallCap Fund Select*
International SmallCap Fund Preferred*
Invista International Small Cap Equity Composite            86.79   13.24  15.62   40.53    3.61
   MSCI EAFE (Europe, Australia, Far East) Index--ND        26.96   20.00   1.78    6.05   11.21   7.78   32.56 -12.17  12.13 -23.45
   Average Foreign Category (Morningstar)                   44.49   13.00   5.43   12.39    9.82  -0.40   36.71  -4.54  13.07 -10.90

Pacific Basin Fund Select*
Pacific Basin Fund Preferred*
BT Pacific Basin Composite                                 132.40    7.35 -27.91
   MSCI Pacific Free Index--ND                              56.65    2.72 -25.87   -8.30    2.95  12.76   36.21 -18.56  11.46 -34.57
   Average Diversified Pacific/Asia Category (Morningstar)  92.50   -5.91 -27.90    4.02    2.39  -5.49   59.02  -3.03  15.05 -16.65
</TABLE>
* Fund's inception 12/6/00.

IMPORTANT NOTES TO THE APPENDIX

Lehman  Brothers  Aggregate  Bond  Index  represents  securities  that  are U.S.
domestic, taxable, and dollar denominated.  The index covers the U.S. investment
grade fixed rate bond market, with index components for government and corporate
securities, mortgage pass-through securities, and asset-backed securities. These
major sectors are subdivided into more specific  indices that are calculated and
reported on a regular basis.

Lehman  Brothers  Government/Corporate  Bond Index is composed of all bonds that
are investment grade (rated BAA or higher by Moody's or BBB or higher by S&P, if
unrated  by  Moody's).  Issues  must have at least one year to  maturity.  Total
return comprises price  appreciation/depreciation  and income as a percentage of
the   original   investment.   Indices   are   rebalanced   monthly   by  market
capitalization.

Lehman Brothers Long Term  Gov't./Corporate  Bond Index is composed of all bonds
covered by the Lehman Brothers  Government/Corporate  Bond Index with maturities
of 10 years or greater.  Total return comprises price  appreciation/depreciation
and income as a percentage of the original  investment.  Indices are  rebalanced
monthly by market capitalization.

Lehman Brothers Mortgage-Backed  Securities Index is composed of all fixed-rate,
securitized  mortgage  pools  by  GNMA,  FNMA,  and the  FHLMC,  including  GNMA
Graduated Payment Mortgages. The minimum principal amount required for inclusion
is $50  million.  Total return  comprises  price  appreciation/depreciation  and
income as a  percentage  of the  original  investment.  Indices  are  rebalanced
monthly by market capitalization.

Lehman Brothers Mutual Fund 1-5 Government/Credit  Index is composed of treasury
notes,  agencies, and credits rated BBB or better, and with maturities of 1 year
or greater and 5 years or less. It is a rolling mix of issues, as new issues are
added and issues becoming less than 1 year to maturity are deleted.

Morgan   Stanley   Capital   International   (MSCI)   Europe  (15)  Index  is  a
capitalization-weighted  index.  The index is designed to track the broader MSCI
EMU Benchmark containing stocks in ten EMU member countries.

Morgan   Stanley   Capital   International   Pacific  Free  Index  is  a  market
capitalization-weighted  index  representing  all of the Morgan Stanley  Capital
International  developed  markets  in  the  Pacific.  It  comprises  six  of the
twenty-two   countries  that  are  included  in  the  Morgan   Stanley   Capital
International  World.  This index is created by  aggregating  the six  different
country indexes,  all of which are created separately.  This index is calculated
with gross dividends  reinvested.  The countries  represented by this index are:
Australia,  Hong Kong, Japan,  Malaysia,  New Zealand and Singapore.  The "Free"
aspect indicates that this index includes only securities that are allowed to be
purchased by global investors.

Morgan Stanley REIT Index is a total-return index comprised of the most actively
traded real estate  investment  trusts,  and is designed to be a measure of real
estate equity performance.

Morgan Stanley Capital International (MSCI) EAFE (Europe,  Australia,  Far East)
Index is a stock index designed to measure the  investment  returns of developed
economies outside of North America.

Russell 1000 Growth Index is an index that  measures  the  performance  of those
Russell 1000 companies with higher  price-to-book  ratios and higher  forecasted
growth values.

Russell  1000 Value Index is an index that  measures  the  performance  of those
Russell  1000  companies  with lower price to book  ratios and lower  forecasted
growth values.

Russell  2000 Growth  Index  measures  the  performance  of those  Russell  2000
companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000 Index measures the  performance of the 2,000 smallest  companies in
the Russell 3000 Index,  which  represents  approximately 8% of the total market
capitalization of the Russell 3000 Index. As of the latest  reconstitution,  the
average market  capitalization was approximately $580 million; the median market
capitalization was approximately $466 million.  The largest company in the index
had an approximate market capitalization of $1.5 billion.

Russell  2000  Value  Index  measures  the  performance  of those  Russell  2000
companies with lower price-to-book ratios and lower forecasted growth values.

Russell  Midcap Growth Index  measures the  performance  of those Russell MidCap
companies with lower  price-to-book  ratios and higher forecasted growth values.
The stocks are also members of the Russell 1000 Value index.

Russell  Midcap Value Index is an index that measures the  performance  of those
Russell MidCap companies with lower  price-to-book  ratios and higher forecasted
growth values. The stocks are also members of the Russell 1000 Value index.

S&P 500  Index is a market  capitalization-weighted  index  of 500  widely  held
stocks often used as a proxy for the stock  market.  It measures the movement of
the largest issues.  Standard & Poor's chooses the member  companies for the 500
based on market size, liquidity and industry group representation.  Included are
the stocks of industrial, financial, utility and transportation companies.

S&P/BARRA 400 Value Index is a market  capitalization-weighted  index of all the
stocks  in the  S&P 400  that  have  low  price-to-book  ratios.  The  index  is
rebalanced semi-annually on January 1 and July 1.

S&P/BARRA 500 Growth Index is a market  capitalization-weighted index of all the
stocks in the S&P 500 that have high  price-to-book  ratios.  It is  designed so
that approximately 50% of the SPX market capitalization is in the Growth Index.

S&P/BARRA  500  Value  Index  is a market  capitalization-weighted  index of the
stocks in the S&P 500 Index having the highest book to price  ratios.  The index
consists of approximately half of the S&P 500 on a market capitalization basis.

S&P/BARRA  600  Growth  Index is a market  capitalization-weighted  index of the
stocks in the S&P SmallCap 600 Index having the lowest book to price ratios. The
index  consists  of  approximately  half of the  S&P  SmallCap  600 on a  market
capitalization basis.

S&P Midcap 400 Index includes  approximately  10% of the  capitalization of U.S.
equity  securities.  These are comprised of stocks in the middle  capitalization
range.  Any mid-sized  stocks already  included in the S&P 500 are excluded from
this index.

S&P SmallCap 600 Index  consists of 600 domestic  stocks chosen for market size,
liquidity  and industry  group  representation.  It is a market  weighted  index
(stock  price x shares  outstanding),  with each  stock  affecting  the index in
proportion to its market value.





















                         PRINCIPAL INVESTORS FUND, INC.



              This Prospectus describes a mutual fund organized by
                       Principal Life Insurance Company.





                The date of this Prospectus is December 6, 2000.










     As with all mutual funds,  the Securities  and Exchange  Commission has not
     approved or disapproved  the Fund's  securities nor has it determined  that
     this  Prospectus  is  accurate  or  complete.  It is a criminal  offense to
     represent otherwise.



                                TABLE OF CONTENTS
              Fund Descriptions...............................................2

                  Moderate Funds
                     Partners LargeCap Blend Fund.............................4
                     Partners LargeCap Growth Fund I..........................6
                     Partners LargeCap Growth Fund II.........................8
                     Partners LargeCap Value Fund............................10
                     Partners MidCap Value Fund .............................12

                  Aggressive Funds
                     Partners SmallCap Growth Fund I.........................14
                     Partners SmallCap Growth Fund II........................16
                     Technology Fund.........................................18

                  Dynamic Fund
                     International Fund II...................................20

              General Information
                  The Costs of Investing.....................................22
                  Certain Investment Strategies and Related Risks............22
                  Management, Organization and Capital Structure.............26
                  Shareholder Information....................................28
                  Fund Account Information ..................................29

              Appendix.......................................................30

The  Principal  Investors  Funds have been  divided  into risk  categories.  The
working definition of each category is shown below:

Moderate
In general,  these are stocks of large U.S.  companies.  In the past,  they have
been more volatile than corporate and government bonds. Balanced investments are
also considered to be moderate investment options.

Aggressive
Although there are exceptions,  these  investments are generally stocks of small
and  medium-size  U.S.  companies.  These  investments  can change in value very
quickly over short time periods.

Dynamic
In  general,  theses are stocks of foreign  companies.  These  investments  have
additional risks associated with foreign  investing,  such as currency risk, and
can change very quickly over short-term periods.

FUND DESCRIPTIONS

Class I shares of the Principal  Investors Fund are offered via this prospectus.
Principal  Management  Corporation*,  the  "Manager"  of each of the Funds,  has
selected a Sub-Advisor for each Fund based on the Sub-Advisor's  experience with
the investment strategy for which it was selected.

<TABLE>
<CAPTION>
                Fund                                                            Sub-Advisor

<S><C>                                                    <C>
   International II                                       BT Funds Management (International) Limited ("BT")*
   Partners LargeCap Blend                                Federated Management Corporation ("Federated")
   Partners LargeCap Growth I                             Morgan Stanley Asset Management ("Morgan Stanley")
   Partners LargeCap Growth II                            American Century Investment Management, Inc. ("American Century")
   Partners LargeCap Value                                Alliance Capital Management L.P. through its Bernstein Investment
                                                            Research and Management unit ("Bernstein")
   Partners MidCap Value                                  Neuberger Berman Management Inc. ("Neuberger Berman")
   Partners SmallCap Growth I                             Neuberger Berman Management Inc. ("Neuberger Berman")
   Partners SmallCap Growth II                            Federated Management Corporation ("Federated")
   Technology                                             BT Funds Management (International) Limited ("BT")*
</TABLE>

*Principal Management  Corporation and BT are members of the Principal Financial
Group(R).

Only  eligible  purchasers  may  buy  Class  I  shares  of the  Funds.  Eligible
purchasers are limited to separate  accounts of Principal Life Insurance Company
and Principal Life Insurance  Company or any of its  subsidiaries or affiliates.
The Board of Directors  reserves the right to broaden or limit this  designation
of eligible purchaser.

In the  description  for each Fund,  there is  important  information  about the
Fund's:

Primary investment strategy
This  section  summarizes  how each  Fund  intends  to  achieve  its  investment
objective.  It identifies the Fund's primary investment  strategy (including the
type or types  of  securities  in which  the Fund  invests)  and any  policy  to
concentrate  in  securities  of issuers  in a  particular  industry  or group of
industries.

The Funds are each designed to be a portion of an investor's portfolio. None are
intended to be a complete  investment  program.  Investors  should  consider the
risks of each Fund before making an  investment  and be prepared to maintain the
investment during periods of adverse market conditions.

Annual operating expenses
The annual operating expenses for each Fund are deducted from that Fund's assets
(stated as a percentage of Fund assets).  A Fund's operating  expenses are shown
with  each  Fund.  A  discussion  of the  fees is found  in the  section  of the
Prospectus titled "The Costs of Investing."

The examples are intended to help  investors  compare the cost of investing in a
particular  Fund with the cost of investing in other mutual funds.  The examples
assume an  investment of $10,000 in a Fund for the time periods  indicated.  The
examples  also assume that the  investment  has a 5% total  return each year and
that the Fund's operating  expenses are the same as the expenses shown. Based on
these assumptions, the costs would be as shown.

Day-to-day Fund management
The investment  professionals who manage the assets of each Fund are listed with
each Fund.  Backed by their  staffs of  experienced  securities  analysts,  they
provide the Funds with professional investment management.


Fund Performance
Because  the  Funds  are new and  have not  completed  a full  calendar  year of
operations,  performance  information  for the  Funds  is not  included  in this
Prospectus.  To obtain  performance  information  of a Fund after its first full
calendar  quarter  of  operations,  contact  us at  www.  principal.com  or call
1-800-547-7754.  Remember that a Fund's past  performance is not  necessarily an
indication of how the Fund will perform in the future.


NOTE:Investments  in these Funds are not  deposits of a bank and are not insured
     or guaranteed by the Federal  Deposit  Insurance  Corporation  or any other
     government agency.

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

Moderate Funds

PARTNERS LARGECAP BLEND FUND

The Fund seeks long-term growth of capital.

Main Strategies
The Fund  pursues its  investment  objective  by  investing  primarily in equity
securities of companies that the  Sub-Advisor  believes  offers  superior growth
prospects  or of  companies  whose stock is  undervalued.  Under  normal  market
conditions,  the Fund invests at least 65% of its assets in companies with large
market capitalizations. Market capitalization is defined as total current market
value of a company's outstanding common stock.

In selecting  securities for investment,  the Sub-Advisor,  Federated,  looks at
stocks with value and/or  growth  characteristics  and  constructs an investment
portfolio  that has a "blend" of stocks  with these  characteristics.  The value
orientation  emphasizes  buying stocks at less than their  intrinsic  investment
value and  avoiding  stocks  whose  price has been  unjustifiably  built up. The
growth  orientation  emphasizes  buying stocks of companies  whose potential for
growth of capital  and  earnings  is  expected  to be above  average.  Federated
attempts to identify good  long-term  values through  disciplined  investing and
careful fundamental research.

Using its own  quantitative  process,  Federated  rates the  future  performance
potential of companies.  Federated  evaluates each company's earnings quality in
light of its  current  valuation  to narrow  the list of  attractive  companies.
Federated   then  evaluates   product   positioning,   management   quality  and
sustainability  of current growth trends of those companies.  Using this type of
fundamental  analysis,  Federated  selects the most promising  companies for the
Fund's portfolio.

Companies  with  similar  characteristics  may  be  grouped  together  in  broad
categories  called  sectors.  In determining the amount to invest in a security,
Federated  limits the Fund's exposure to each business sector that comprises the
S&P 500 Index.  The Fund's  allocation  to a sector will not be less than 50% or
more than 200% of the Index's  allocation to that sector. The Fund may invest up
to 25% of its assets in securities of foreign companies.

The Fund actively  trades its portfolio  securities in an attempt to achieve its
investment  objective.  Active  trading will cause the Fund to have an increased
portfolio  turnover rate, which is likely to generate  short-term gains (losses)
for its  shareholders,  which are taxed at a higher  rate than  long-term  gains
(losses).  Actively trading  portfolio  securities  increases the Fund's trading
costs and may have an adverse impact on the Fund's performance.

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


The Fund is also subject to sector risk which is the possibility  that a certain
sector may  underperform  other  sectors or the market as a whole.  As Federated
allocates  more of the Fund's  portfolio  holdings to a particular  sector,  the
Fund's  performance will be more susceptible to any economic,  business or other
developments that generally affect that sector.


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

In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  stocks, may underperform compared to other market segments
or to the equity markets as a whole. Because certain of the securities purchased
by the Fund  present  greater  opportunities  for growth,  they may also involve
greater risks than securities that do not have the same potential.  The value of
the Fund's equity  securities may fluctuate on a daily basis. As with all mutual
funds,  as the value of the Fund's assets rise and fall,  the Fund's share price
changes.  If the  investor  sells Fund  shares when their value is less than the
price the investor paid for them, the investor will lose money.


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


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:

                Fund Operating Expenses

                                        Institutional
                                           Class

     Management Fees..................     0.75%
         Total Fund Operating Expenses     0.75%


                                    Examples

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

                            1 Year  3 Years

        Institutional Class  $77     $240

                           Day-to-day Fund Management

    Since December, 2000    Co-Manager:   James  E.   Grefenstette,   CFA.   Mr.
     (Fund's inception)     Grefenstette joined Federated in 1992 and has been a
                            Portfolio  Manager and a Vice President of Federated
                            Investment  Management company since 1996. From 1994
                            until 1996, Mr. Grefenstette was a Portfolio Manager
                            and  an  Assistant   Vice   President  of  Federated
                            Investment   Management  Company.  Mr.  Grefenstette
                            received his MS in  Industrial  Administration  from
                            Carnegie Mellon University.  He has earned the right
                            to use the Chartered Financial Analyst designation.

    Since December, 2000    Co-Manager: J. Thomas Madden, CFA. Mr. Madden joined
    (Fund's inception)      Federated as a Senior Portfolio  Manager in 1977 and
                            has been an  Executive  Vice  President of Federated
                            Investment Management Company since 1994. Mr. Madden
                            served  as a  Senior  Vice  President  of  Federated
                            Investment Management Company from 1989 to 1993. Mr.
                            Madden  received  his MBA  with a  concentration  in
                            Finance  from the  University  of  Virginia.  He has
                            earned  the  right  to use the  Chartered  Financial
                            Analyst designation.

    Since December, 2000    Co-Manager:  Bernard  J.  Picchi,  CFA.  Mr.  Picchi
    (Fund's inception)      joined   Federated   in  1999  as  a   Senior   Vice
                            President/Director   of  U.S.  Equity  Research  for
                            Federated Investment  Management Company.  From 1994
                            to 1999,  Mr.  Picchi  was a  Managing  Director  of
                            Lehman Brothers where he initially served as head of
                            the energy  sector  group.  During  1995 and most of
                            1996, he served as U.S.  Director of Stock  Research
                            and in  September  1996,  he was named  Growth Stock
                            Strategist. Mr. Picchi holds a BS in foreign service
                            from Georgetown University.  He has earned the right
                            to use the Chartered Financial Analyst designation.

    Since December, 2000    Co-Manager:  David P. Gilmore.  Mr.  Gilmore  joined
    (Fund's inception)      Federated in August 1997 as an  Investment  Analyst.
                            He was promoted to Senior Investment Analyst in July
                            1999 and  became  an  Assistant  Vice  President  of
                            Federated  in July 2000.  Mr.  Gilmore  was a Senior
                            Associate  with  Coopers & Lybrand from January 1992
                            to  May  1995.   He  earned  his  M.B.A.   from  the
                            University  of Virginia and has a B.S.  from Liberty
                            University.  He has  earned  the  right  to use  the
                            Chartered Financial Analyst designation.

PARTNERS LARGECAP GROWTH FUND I

The Fund seeks long-term growth of capital.


Main Strategies
The Fund seeks to maximize long-term capital appreciation by investing primarily
in growth-oriented  equity securities of U.S. and, to a limited extent,  foreign
companies that exhibit strong or accelerating  earnings growth.  These companies
are  generally  characterized  as  "growth"  companies.  The  Fund  will  invest
primarily in companies with market  capitalizations  of $10 billion or more. The
Sub-Advisor,  Morgan Stanley,  emphasizes  individual security selection and may
focus the Fund's holdings within the limits  permissible for a diversified fund.
The Fund's investments in foreign companies will be limited to 25% of its assets
and to securities listed on U.S. exchanges or traded in U.S. Markets.


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

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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large capitalization  growth-oriented stocks, may underperform compared to other
market segments or to the equity markets as a whole. The securities purchased by
the Fund present  greater  opportunities  for growth  because of high  potential
earnings growth,  but may also involve greater risks than securities that do not
have the same potential.  The value of the Fund's  securities may fluctuate on a
daily basis.  As with all mutual  funds,  as the value of the Fund's assets rise
and fall, the Fund's share price changes. If the investor sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.

Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                        Institutional
                                           Class

     Management Fees..................     0.75%
         Total Fund Operating Expenses     0.75%


                                    Examples

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

                            1 Year  3 Years

        Institutional Class  $77     $240

                           Day-to-day Fund Management

    Since December, 2000    Co-Manager:   William  S.  Auslander,  Principal  of
    (Fund's inception)      Morgan Stanley & Co. Incorporated and Morgan Stanley
                            Dean Witter Investment Management Inc. Mr. Auslander
                            joined Morgan  Stanley in 1995 as an Equity  Analyst
                            and  currently  is a  Portfolio  Manager  in  Morgan
                            Stanley's Institutional Equity Group. Prior thereto,
                            he was an Equity Analyst at Icahn & Co.,  1986-1995.
                            He holds a BA in Economics  from the  University  of
                            Wisconsin and an MBA from Columbia University.

    Since December, 2000    Co-Manager: Philip W. Friedman, Managing Director of
    (Fund's inception)      Morgan Stanley & Co. Incorporated and Morgan Stanley
                            Dean  Witter  Investment  Management  Inc.  He was a
                            member of Morgan Stanley & Co. Incorporated's Equity
                            Research team (1990-1995)  before becoming  Director
                            of North America Research (1995-1997). Currently Mr.
                            Friedman is head of Morgan  Stanley's  Institutional
                            Equity Group. He holds a BA from Rutgers  University
                            and  an  MBA  from  the  J.L.   Kellogg   School  of
                            Management at Northwestern University.

PARTNERS LARGECAP GROWTH FUND II
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of large  capitalization  companies.
Market  capitalization  is defined as total current  market value of a company's
outstanding common stock.

The  Sub-Advisor,  American  Century,  selects  stocks  for  investment  that it
believes will increase in value over time using a growth investment  strategy it
developed. This strategy looks for companies whose earnings and revenues are not
only growing,  but growing at a  successively  faster,  or  accelerating,  pace.
Accelerating growth is shown, for example, by growth that is faster this quarter
than  last or  faster  this  year than the year  before.  The  American  Century
strategy  is based on the  premise  that,  over the  long-term,  the  stocks  of
companies  with  accelerating  earnings and revenues have a greater than average
chance to increase in value.

Using  its  extensive  computer  database,  American  Century  tracks  financial
information  for  thousands  of  companies  to research and select the stocks it
believes will be able to sustain  accelerating  growth. This information is used
to help  American  Century  select or decide to  continue  to hold the stocks of
companies it believes will be able to sustain  accelerating  growth, and to sell
stocks of companies whose growth begins to slow down.

Under  normal  market  conditions,  American  Century  intends  to keep the Fund
essentially  fully invested in stocks regardless of the movement of stock prices
generally. When it considers it prudent, American Century may invest Fund assets
in non-leveraged futures and options.  Non-leveraged means that the Fund may not
invest in futures and  options  where it would be possible to lose more than the
Fund invested. Futures and options can help the Fund's cash assets remain liquid
while performing more like stocks. In addition,  up to 25% of Fund assets may be
invested in foreign securities.

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  growth stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  The  securities  purchased by the
Fund present greater opportunities for growth because of high potential earnings
growth,  but may also involve greater risks than securities that do not have the
same  potential.  The value of the Fund's  securities  may  fluctuate on a daily
basis.  As with all mutual  funds,  as the value of the Fund's  assets  rise and
fall,  the Fund's share price  changes.  If the investor  sells Fund shares when
their value is less than the price the investor paid for them, the investor will
lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                        Institutional
                                           Class

     Management Fees..................     1.00%
         Total Fund Operating Expenses     1.00%


                                    Examples

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

                            1 Year  3 Years

        Institutional Class  $102     $318

                           Day-to-day Fund Management

    Since December, 2000    Co-Manager: Gregory Woodhams, CFA. Mr. Woodhams is a
    (Fund's inception)      Vice  President and  Portfolio  Manager for American
                            Century Investments,  Mr. Woodhams has worked in the
                            financial  industry  since 1992 and joined  American
                            Century in 1997.  Previously,  he was Vice President
                            and  Director of Equity  Research at Texas  Commerce
                            Bank.  Mr.  Woodhams  holds a  Bachelor's  Degree in
                            Economics from Rice University and a Master's Degree
                            in  Economics  from the  University  of Wisconsin at
                            Madison.   He  has  earned  the  right  to  use  the
                            Chartered Financial Analyst designation.

    Since December, 2000    Co-Manager:  C. Kim Goodwin.  Ms.  Goodwin was named
    (Fund's inception)      Co-Chief  Investment  Officer for American Century's
                            domestic   growth   equity   discipline   in   2000.
                            Previously  she was Senior Vice President and Senior
                            Portfolio  Manager and has been a member of the team
                            that manages Growth since joining  American  Century
                            in 1997. Before joining American Century, she served
                            as Senior Vice  President and  Portfolio  Manager at
                            Putnam  Investments  from  1996 to  1997,  and  Vice
                            President  and   Portfolio   Manager  at  Prudential
                            Investments  from 1993 to 1996.  Ms. Goodwin holds a
                            Bachelor of Arts Degree from  Princeton  University,
                            an MBA in Finance  and a  Master's  Degree in Public
                            Affairs from the University of Texas.

    Since December, 2000    Co-Manager:  Prescott  LeGard,  CFA. Mr. LeGard is a
    (Fund's inception)      Portfolio Manager for American Century  Investments.
                            Mr.  LeGard  joined  the  company  in  1999.  Before
                            joining the  company,  he was an Equity  Analyst for
                            USAA   Investment   Management   where  he  analyzed
                            technology   companies.   He  has   worked   in  the
                            investment  industry  since 1993. Mr. LeGard holds a
                            BA Degree in Economics  from DePauw  University.  He
                            has earned the right to use the Chartered  Financial
                            Analyst designation.

PARTNERS LARGECAP VALUE FUND

The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests  primarily in undervalued  equity securities of companies among
the 750  largest  by  market  capitalization  that the  Sub-Advisor,  Bernstein,
believes  offer  above-average  potential for growth in future  earnings.  Under
normal market conditions,  the Fund generally invests at least 65% of its assets
in  companies  with a market  capitalization  of greater than $10 billion at the
time of purchase. Market capitalization is defined as total current market value
of a company's  outstanding  common stock.  The Fund may invest up to 25% of its
assets in securities of foreign companies.

Bernstein  employs  an  investment  strategy,  generally  described  as  "value"
investing, that involves seeking securities that:
o    exhibit low financial ratios  (particularly stock price-to-book  value, but
     also stock price-to-earnings and stock price-to-cash flow);
o    can be  acquired  for less than what  Bernstein  believes  is the  issuer's
     intrinsic value; or
o    appear attractive on a dividend discount model.

Value oriented investing entails a strong "sell discipline" in that it generally
requires the sale of  securities  that have reached their  intrinsic  value or a
target financial  ratio.  Value oriented  investments may include  securities of
companies in cyclical  industries  during periods when such securities appear to
Bernstein to have strong  potential  for capital  appreciation  or securities of
"special situation" companies. A special situation company is one that Bernstein
believes  has  potential  for  significant  future  earnings  growth but has not
performed  well in the recent past.  These  situations  include  companies  with
management   changes,   corporate  or  asset   restructuring   or  significantly
undervalued  assets. For Bernstein,  identifying special situation companies and
establishing  an issuer's  intrinsic value involves  fundamental  research about
such companies and issuers.

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
large  capitalization  value stocks,  may underperform  compared to other market
segments or to the equity markets as a whole. The value of the Fund's securities
may fluctuate on a daily basis.  As with all mutual  funds,  as the value of the
Fund's  assets rise and fall,  the Fund's share price  changes.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.


Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
but prefer  investing  in  companies  that appear to be  considered  undervalued
relative to similar companies.


Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                        Institutional
                                           Class

     Management Fees..................     0.80%
         Total Fund Operating Expenses     0.80%


                                    Examples

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

                            1 Year  3 Years

        Institutional Class  $82    $255

                           Day-to-day Fund Management


    Since December, 2000    Co-Manager:  Marilyn  G.  Fedak.  Ms.  Fedak,  Chief
    (Fund's inception)      Investment   Officer  of  U.S.  Value  Equities  and
                            Chairman of the U.S. Equity  Investment Policy Group
                            of the Bernstein  Investment Research and Management
                            unit   of   Alliance    Capital    Management   L.P.
                            ("Alliance") since October 2000 and prior to that at
                            Sanford C.  Bernstein & Co., Inc. ("SCB Inc.") since
                            1993.  She joined SCB Inc.  in 1984 and has  managed
                            portfolio  investments since 1976. She has a BA from
                            Smith  College  and an  MBA  from  Harvard  Business
                            School.

    Since December, 2000    Co-Manager:  Steven  Pisarkiewicz.  Mr. Pisarkiewicz
    (Fund's inception)      has been with Alliance  since October 2000 and prior
                            to that with SCB Inc. since 1989 and has been Senior
                            Portfolio Manager since 1997. He holds a BS from the
                            University   of   Missouri   and  an  MBA  from  the
                            University of California at Berkeley.


PARTNERS MIDCAP VALUE FUND

The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests primarily in common stocks of medium capitalization  companies.
Under normal market  conditions,  the Account  invests at least 65% of its total
assets in  companies  with a market  capitalization  between $1 billion  and $10
billion  at the time of  purchase.  Market  capitalization  is  defined as total
current  market value of a company's  outstanding  common  stock.  Companies may
range from the well  established and well known to the new and  unseasoned.  The
Fund may invest up to 25% of its assets in securities of foreign companies.

The stocks are selected using a value oriented  investment approach by Neuberger
Berman,  the Sub-Advisor.  Neuberger  Berman  identifies value stocks in several
ways.  Factors it considers in  identifying  value stocks may include:  o strong
fundamentals,  such  as  a  company's  financial,  operational  and  competitive
positions;  o consistent  cash flow; and o a sound  earnings  record through all
phases of the market cycle.

Neuberger Berman may also look for other characteristics in a company, such as a
strong position  relative to competitors,  a high level of stock ownership among
management,  and a recent  sharp  decline in stock price that  appears to be the
result of a short-term  market  overreaction to negative news.  Neuberger Berman
believes that,  over time,  securities  that are  undervalued are more likely to
appreciate  in  price  and are  subject  to  less  risk of  price  decline  than
securities  whose market prices have already  reached their  perceived  economic
value.

This approach also involves selling  portfolio  securities when Neuberger Berman
believes they have reached their potential,  when the securities fail to perform
as  expected  or  when  other  opportunities  appear  more  attractive.   It  is
anticipated  that the annual  portfolio  turnover rate may be greater than 100%.
Turnover rates in excess of 100% generally  result in higher  transaction  costs
and a possible increase in short-term capital gains (or losses).

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

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

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

In addition,  the Fund is subject to the risk that its principal market segment,
medium  capitalization  value stocks, may underperform  compared to other market
segments or to the equity markets as a whole.  Because different types of stocks
tend to shift in and out of favor  depending on market and economic  conditions,
the Fund's performance may sometimes be lower or higher than that of other types
of funds.  The value of the Fund's  equity  securities  may fluctuate on a daily
basis. If the investor sells Fund shares when their value is less than the price
the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth  and  willing  to  accept   short-term   fluctuations  in  the  value  of
investments.



Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                        Institutional
                                           Class

     Management Fees..................     1.00%
         Total Fund Operating Expenses     1.00%


                                    Examples

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

                            1 Year  3 Years

        Institutional Class  $102    $318

                           Day-to-day Fund Management

    Since December, 2000    Robert I. Gendelman, Managing Director and Portfolio
    (Fund's inception)      Manager,  Neuberger Berman  Management,  Inc., since
                            1994. He holds a BA from the  University of Michigan
                            as well as a JD and an MBA  from the  University  of
                            Chicago.

Aggressive Growth

PARTNERS SMALLCAP GROWTH FUND I
The Fund seeks long-term growth of capital.

Main Strategies
To   pursue   its  goal,   the  Fund   invests   mainly  in  common   stocks  of
small-capitalization  companies,  which it defines as those with a total  market
value of no more than $1.5  billion at the time the Fund first  invests in them.
The Fund may continue to hold or add to a position in a stock after it has grown
beyond $1.5 billion.  The Fund seeks to reduce risk by  diversifying  among many
companies  and  industries.  The  Fund may  invest  up to 25% of its  assets  in
securities of foreign companies.

The Sub-Advisor,  Neuberger Berman, takes a growth approach to selecting stocks,
looking for new companies that are in the  developmental  stage as well as older
companies  that  appear  poised to grow  because  of new  products,  markets  or
management. Factors in identifying these firms may include financial strength, a
strong position  relative to competitors and a stock price that is reasonable in
light of its growth rate.

Neuberger  Berman  follows a  disciplined  selling  strategy and may eliminate a
stock from the  portfolio  when it reaches a target  price,  fails to perform as
expected, or appears substantially less desirable than another stock.

Through active trading,  the Fund may have a high portfolio  turnover rate. High
turnover rates can mean higher taxable  distributions  and lower performance due
to increased brokerage costs.

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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

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

In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  growth stocks,  may  underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the values of the Fund's assets rise and fall,  the Fund's
share price  changes.  The Fund's  share price may  fluctuate  more than that of
funds  primarily  invested in stocks of mid and  large-sized  companies  and may
underperform as compared to the securities of larger companies.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.



Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                        Institutional
                                           Class

     Management Fees..................     1.10%
         Total Fund Operating Expenses     1.10%


                                    Examples

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

                            1 Year  3 Years

        Institutional Class  $112    $350

                           Day-to-day Fund Management

    Since December, 2000    Co-Manager:  Michael F. Malouf. Mr. Malouf is a Vice
    (Fund's inception)      President  of  Neuberger   Berman   Management   and
                            Managing  Director of  Neuberger  Berman,  LLC.  Mr.
                            Malouf  joined the firm in 1998.  From 1991 to 1998,
                            he was a Portfolio Manager at another firm.

    Since December, 2000    Co-Manager: Jennifer K. Silver. Ms. Silver is a Vice
    (Fund's inception)      President  of  Neuberger   Berman   Management   and
                            Managing  Director of  Neuberger  Berman,  LLC.  Ms.
                            Silver has been  Director of the Growth Equity Group
                            since  1997  and  was  an  Analyst  and a  Portfolio
                            Manager at another firm from 1981 to 1997.

PARTNERS SMALLCAP GROWTH FUND II
The Fund seeks long-term growth of capital.

Main Strategies
The Fund  pursues its  investment  objective  by  investing  primarily in equity
securities of companies offering superior  prospects for earnings growth.  These
companies are generally characterized as "growth" companies. Under normal market
conditions,  the Fund  invests  at least 65% of its assets in  companies  with a
small market  capitalization.  Market capitalization is defined as total current
market value of a company's  outstanding common stock. The Fund may invest up to
25% of its assets in securities of foreign companies.

Using its own quantitative process, the Sub-Advisor, Federated, rates the future
performance potential of companies.  Federated evaluates each company's earnings
quality in light of their  current  valuation  to narrow the list of  attractive
companies. Federated then evaluates product positioning,  management quality and
sustainability  of current growth trends of those companies.  Using this type of
fundamental  analysis,  Federated  selects the most promising  companies for the
Fund's portfolio.

Companies  with  similar  characteristics  may  be  grouped  together  in  broad
categories  called  sectors.  In determining the amount to invest in a security,
Federated  limits the Fund's exposure to each business sector that comprises the
S&P 500 Index. The Fund considers its approach aggressive because its strategies
with respect to security analysis, market capitalization,  and sector allocation
are designed to produce a portfolio of stocks whose long-term  growth  prospects
are significantly above those of the S&P 500 Index.  Accordingly,  the prices of
the  stocks  held by the Fund may,  under  certain  market  conditions,  be more
volatile than the prices of stocks selected using a less aggressive approach.

The Fund may  attempt  to manage  market  risk by buying and  selling  financial
futures and options. This may include the purchase of index futures contracts as
a substitute for direct  investments in stocks. It may also include the purchase
and sale of options to protect against general declines in small  capitalization
stocks economically.

The Fund actively  trades its portfolio  securities in an attempt to achieve its
investment  objective.  Active  trading will cause the Fund to have an increased
portfolio  turnover rate, which is likely to generate  short-term gains (losses)
for its  shareholders,  which are taxed at a higher  rate than  long-term  gains
(losses).  Actively trading  portfolio  securities  increases the Fund's trading
costs and may have an adverse impact on the Fund's performance.

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

Investments in companies with smaller market capitalizations may involve greater
risks and price  volatility  (wide,  rapid  fluctuations)  than  investments  in
larger, more mature companies.  Smaller companies may be developing or marketing
new products or services for which markets are not yet established and may never
become  established.   While  small,  unseasoned  companies  may  offer  greater
opportunities for capital growth than larger, more established  companies,  they
also involve greater risks and should be considered speculative.

Federated may group companies with similar characteristics into broad categories
called  sectors.  Sector  risk is the  possibility  that a  certain  sector  may
underperform other sectors or the market as a whole. As Federated allocates more
of the Fund's portfolio  holdings to a particular sector, the Fund's performance
will be more susceptible to any economic,  business or other  developments  that
generally affect that sector.

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

In addition,  the Fund is subject to the risk that its principal market segment,
small  capitalization  growth stocks,  may  underperform  compared to the equity
markets  as a  whole.  The  securities  purchased  by the Fund  present  greater
opportunities for growth because of high potential earnings growth, but may also
involve greater risks than  securities that do not have the same potential.  The
value of the Fund's equity  securities  may fluctuate on a daily basis.  As with
all mutual funds,  as the values of the Fund's assets rise and fall,  the Fund's
share price  changes.  The Fund's  share price may  fluctuate  more than that of
funds  primarily  invested in stocks of mid and  large-sized  companies  and may
underperform as compared to the securities of larger companies.  If the investor
sells Fund shares when their value is less than the price the investor  paid for
them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital and willing to accept the risks of investing in common  stocks
that may have greater  risks than stocks of companies  with lower  potential for
earnings growth.



Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                        Institutional
                                           Class

     Management Fees..................     1.00%
         Total Fund Operating Expenses     1.00%


                                    Examples

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

                            1 Year  3 Years

        Institutional Class  $102    $318

                           Day-to-day Fund Management

    Since December, 2000    Co-Manager:  Keith J. Sabol,  CFA.  Mr. Sabol joined
    (Fund's inception)      Federated  in 1994.  He has been a Porfolio  Manager
                            since 1996 and served as an Assistant Vice President
                            of Federated Investment Management Company from 1997
                            to 1998.  He has been a Vice  President of Federated
                            Investment  Management Company since 1998. Mr. Sabol
                            was an Investment Analyst,  and then Equity Research
                            Coordinator  for  Federated  Investment   Management
                            Company  from 1994 to 1996.  Mr. Sabol earned his MS
                            in Industrial  Administration  from Carnegie  Mellon
                            University.  He has  earned  the  right  to use  the
                            Chartered Financial Analyst designation.

    Since December, 2000    Co-Manager:  Aash M.  Shah,  CFA.  Mr.  Shah  joined
    (Fund's inception)      Federated  in 1993 and has been a Portfolio  Manager
                            and  a  Vice   President  of  Federated   Investment
                            Management  Company  since  1997.  Mr.  Shah  was  a
                            Portfolio  Manager and served as an  Assistant  Vice
                            President of Federated Investment Management Company
                            from 1995 through 1996, and as an Investment Analyst
                            from 1993 to 1995.  Mr. Shah received his Masters in
                            Industrial   Administration   from  Carnegie  Mellon
                            University  with  a  concentration  in  Finance  and
                            Accounting.  He has  earned  the  right  to use  the
                            Chartered Financial Analyst designation.

TECHNOLOGY FUND

The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests  primarily in common stocks and other  securities of technology
and  telecommunications  companies domiciled in any of the nations of the world.
The  Sub-Advisor,   BT  believes  that  as  markets  are  becoming  increasingly
globalized,  companies can no longer be researched on a purely  regional  basis.
Companies are increasingly  influenced by global, not just local trends, and for
this reason BT believes  that  analysis and research  needs to be conducted in a
global context.  BT considers  companies in a broad range of  technology-related
industries,  generally including:  computers;  software and peripheral products;
electronics; communications equipment and services; and information services.

The  Sub-Advisor,  BT,  selects  securities for the Fund based on its own global
investment  research.  The research program is focused on three key criteria:
o    business franchise - considering factors such as the company's relationship
     with its suppliers and customers, the degree of rivalry with competitors as
     well as the exposure to regulatory and technological risk;
o    quality of management - assessing  the company's  management on its ability
     to execute  current  business  plans,  manage the  capital  invested in the
     business as well as the level of transparency  with respect to strategy and
     operations; and
o    business  valuation  -  determining  the private  market or `true  business
     value' of the firm.

BT's qualitative analysis is complemented by disciplined  valuation  techniques.
These include proprietary models as well as conventional market measurements and
industry  specific models of relative value.  This analytical  framework ensures
consistency and  transparency  throughout the research  process.  Portfolios are
constructed  and managed  within  predetermined  guidelines  that are  regularly
monitored by BT.

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

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

The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.

The  Fund is also  subject  to the  risk  that  its  principal  market  segment,
technology stocks, may underperform  compared to other market segments or to the
equity markets as a whole. The competitive pressures of advancing technology and
the number of companies  and product  offerings  which  continue to expand could
cause  technology  companies to become  increasingly  sensitive to short product
cycles and aggressive  pricing.  To the extent that the Fund's  investments  are
concentrated in issuers  conducting  business in the same industry,  the Fund is
subject to legislative or regulatory  changes,  adverse market conditions and/or
increased competition affecting that industry.

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

The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  In the  short-term,  stock prices can  fluctuate  dramatically  in
response to these factors. If the investor sells Fund shares when their value is
less than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  long-term
growth of capital in the  technology and  telecommunications  sector and who are
able to assume the increased  risks of higher price  volatility  associated with
such investments.  In addition, an investor must be able to assume the increased
risks of higher price  volatility  and  currency  fluctuations  associated  with
investments in international stocks which trade in non-U.S. currencies.



Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                        Institutional
                                           Class

     Management Fees..................     1.00%
         Total Fund Operating Expenses     1.00%


                                    Examples

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

                            1 Year  3 Years

        Institutional Class  $102    $318

                           Day-to-day Fund Management

     Since December, 2000   David Mills is  Executive  Vice  President of BT and
    (Fund's inception)      serves as its head of U.S. Equities.  He joined BT's
                            retail unit trust team in January 1990 as an Analyst
                            in European equities.  In July 1996, he assumed fund
                            management  responsibility  for  all of  the  direct
                            European investment vehicles offered by BT.

Dynamic Fund

INTERNATIONAL II
The Fund seeks long-term growth of capital.

Main Strategies
The Fund invests in common stocks and other securities of companies domiciled in
any of the  nations  of the world.  The Fund  invests  in  securities  listed on
foreign  or  domestic  securities  exchanges,  securities  traded in  foreign or
domestic   over-the-counter   markets  and  depositary  receipts.  It  purchases
securities of:
o    companies  with their  principal  place of  business or  principal  offices
     outside the U.S.;
o    companies for which the principal  securities trading market is outside the
     U.S.; or
o    companies, regardless of where their securities are traded, that derive 50%
     or more of their total  revenue from either  goods or services  produced or
     sales made outside the U.S.

The  Sub-Advisor,  BT,  selects  securities for the Fund based on its own global
investment  research.  The research program is focused on three key criteria:
o    business franchise - considering factors such as the company's relationship
     with its suppliers and customers, the degree of rivalry with competitors as
     well as the exposure to regulatory and technological risk;
o    quality of management - assessing  the company's  management on its ability
     to execute  current  business  plans,  manage the  capital  invested in the
     business as well as the level of transparency  with respect to strategy and
     operations; and
o    business  valuation  -  determining  the private  market or `true  business
     value' of the firm.

BT's qualitative analysis is complemented by disciplined  valuation  techniques.
These include proprietary models as well as conventional market measurements and
industry  specific models of relative value.  This analytical  framework ensures
consistency and  transparency  throughout the research  process.  Portfolios are
constructed  and managed  within  predetermined  guidelines  that are  regularly
monitored by BT.

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

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

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

The Fund may invest in  securities  of  companies  with  small to medium  market
capitalizations.  While small  companies  may offer  greater  opportunities  for
capital  growth than  larger,  more  established  companies,  they also  involve
greater risk and should be considered speculative.  Small to mid-sized companies
may pose greater risk due to narrow product lines,  limited financial resources,
less depth in  management  or a limited  trading  market  for their  securities.
Historically, these securities have fluctuated in price more than larger company
securities, especially over the short-term.

The net  asset  value  of the  Fund's  shares  is  based  on the  values  of the
securities  it holds.  The value of the  stocks  owned by the Fund  changes on a
daily basis.  In the  short-term,  stock prices can  fluctuate  dramatically  in
response to these factors. If the investor sells Fund shares when their value is
less than the price the investor paid for them, the investor will lose money.

Investor Profile
The Fund is generally a suitable  investment  for  investors  seeking  growth of
capital in  markets  outside  of the U.S.  who are able to assume the  increased
risks of higher price  volatility  and  currency  fluctuations  associated  with
investments in international stocks which trade in non-U.S. currencies.



Because the inception date of the Fund is December 2000, historical  performance
data is not available. Annual Fund operating expenses are as follows:


                Fund Operating Expenses

                                        Institutional
                                           Class

     Management Fees..................     1.00%
         Total Fund Operating Expenses     1.00%


                                    Examples

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

                            1 Year  3 Years

        Institutional Class  $102    $318

                           Day-to-day Fund Management

    Since December, 2000    Christopher  Selth,  Executive Vice President of BT,
    (Fund's inception)      was appointed its head of International  Equities in
                            1998 and its  joint  head of  Equities  in 1999.  He
                            joined BT in 1987 as an  Investment  Analyst  in the
                            retail unit trust  group.  In 1988,  he was assigned
                            the responsibility to cover European  equities.  Mr.
                            Selth  was  given  responsibility  for the  European
                            component  of all retail  unit trusts in March 1994.
                            Since  November  1996, he has been  responsible  for
                            institutional   and  retail  European   investments,
                            supervising   all  European   activities,   and  the
                            European funds  management  group.  Prior to joining
                            BT, Mr. Selth worked with QBE  Insurance  Limited in
                            investment  management  as an assistant to the Group
                            Treasurer. He holds a Bachelor's degree in Economics
                            (Honours) from the University of Sydney.


THE COSTS OF INVESTING

Fees and Expenses of the Funds
The shares of the Funds are sold  without a  front-end  sales  charge and do not
have a contingent  deferred sales charge.  There is no sales charge on shares of
the Funds purchased with reinvested dividends or other distributions.  The Funds
do not pay any fees other than  those  described  below and do not pay any other
expenses.


Ongoing Fees
Each Fund pays  ongoing  fees to the Manager and others who provide  services to
the Fund.  They reduce the value of each share.  Because they are ongoing  fees,
they  increase  the cost of  investing  in the  Funds.  These  fees  include:
o    Management  Fee - Through  the  Management  Agreement  with the  Fund,  the
     Manager has agreed to provide  investment  advisory  services and corporate
     administrative services to the Funds.
o    Portfolio  Accounting  Services - The Manager has entered into an agreement
     with the  Fund  under  which  the  Manager  supplies  portfolio  accounting
     services. Currently there is no charge for these services.


CERTAIN INVESTMENT STRATEGIES AND RELATED RISKS

The Statement of Additional  Information (SAI) contains  additional  information
about investment strategies and their related risks.

Securities and Investment Practices
Equity  securities   include  common  stocks,   preferred  stocks,   convertible
securities,  depositary receipts and warrants.  Common stocks, the most familiar
type, represent an equity (ownership) interest in a corporation. Although equity
securities have a history of long-term  growth in value,  their prices fluctuate
based on changes in a company's  financial  condition and in overall  market and
economic  conditions.  Smaller  companies  are  especially  sensitive  to  these
factors.

Fixed-income  securities  include bonds and other debt instruments that are used
by  issuers to borrow  money  from  investors.  The  issuer  generally  pays the
investor a fixed,  variable or floating  rate of interest.  The amount  borrowed
must be repaid at maturity. Some debt securities,  such as zero coupon bonds, do
not pay current interest, but are sold at a discount from their face values.

Fixed-income  securities are sensitive to changes in interest rates. In general,
fixed-income  security  prices  rise  when  interest  rates  fall and fall  when
interest rates rise.  Longer term bonds and zero coupon bonds are generally more
sensitive to interest rate changes.

Fixed-income  security  prices are also  affected  by the credit  quality of the
issuer. Investment grade debt securities are medium and high quality securities.
Some  bonds,  such  as  lower  grade  or  "junk"  bonds,  may  have  speculative
characteristics and may be particularly sensitive to economic conditions and the
financial condition of the issuers.

Repurchase Agreements and Loaned Securities
Each of the Funds may invest a portion of its assets in  repurchase  agreements.
Repurchase  agreements  typically involve the purchase of debt securities from a
financial   institution  such  as  a  bank,  savings  and  loan  association  or
broker-dealer.  A repurchase  agreement provides that the Fund sells back to the
seller and that the seller repurchases the underlying  securities at a specified
price on a specific date. Repurchase agreements may be viewed as loans by a Fund
collateralized by the underlying securities. This arrangement results in a fixed
rate of return  that is not subject to market  fluctuation  while the Fund holds
the security.  In the event of a default or  bankruptcy  by a selling  financial
institution, the affected Fund bears a risk of loss. To minimize such risks, the
Fund enters into  repurchase  agreements only with large,  well-capitalized  and
well-established   financial  institutions.   In  addition,  the  value  of  the
collateral  underlying the repurchase  agreement is always at least equal to the
repurchase price, including accrued interest.

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

Currency Contracts
The Funds may each enter  into  forward  currency  contracts,  currency  futures
contracts  and  options,  and  options  on  currencies  for  hedging  and  other
non-speculative  purposes.  A forward  currency  contract  involves a  privately
negotiated  obligation to purchase or sell a specific  currency at a future date
at a price set in the contract.  A Fund will not hedge  currency  exposure to an
extent greater than the aggregate  market value of the securities  held or to be
purchased by the Fund (denominated or generally quoted or currently  convertible
into the currency).

Hedging  is a  technique  used in an  attempt  to  reduce  risk.  If the  Fund's
Sub-Advisor hedges market conditions incorrectly or employs a strategy that does
not correlate well with the Fund's investment,  these techniques could result in
a loss. These techniques may increase the volatility of a Fund and may involve a
small  investment  of cash  relative to the  magnitude of the risk  assumed.  In
addition,  these  techniques  could  result in a loss if the other  party to the
transaction  does not perform as  promised.  Additionally,  there is the risk of
government  action through exchange  controls that would restrict the ability of
the Fund to deliver or receive currency.

Forward Commitments
Each of the Funds may enter into forward commitment agreements. These agreements
call for the Fund to  purchase  or sell a security  on a future  date at a fixed
price. Each of these Funds may also enter into contracts to sell its investments
either on demand or at a specific interval.

Warrants
Each of the Funds may invest up to 5% of its assets in warrants.  A warrant is a
certificate  granting its owner the right to purchase securities from the issuer
at a specified price, normally higher than the current market price.

Derivatives
To the extent permitted by its investment  objectives and policies,  each of the
Funds may invest in  securities  that are  commonly  referred  to as  derivative
securities.  Generally,  a derivative is a financial  arrangement,  the value of
which is derived  from, or based on, a traditional  security,  asset,  or market
index.   Certain   derivative   securities  are  described  more  accurately  as
index/structured   securities.   Index/structured   securities   are  derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts),  currencies, interest rates, indices or other financial
indicators (reference indices).

Some derivatives,  such as mortgage-related  and other asset-backed  securities,
are in many  respects  like  any  other  investment,  although  they may be more
volatile or less liquid than more traditional debt securities.

There are many  different  types of  derivatives  and many different ways to use
them. Futures and options are commonly used for traditional  hedging purposes to
attempt to protect a Fund from exposure to changing  interest rates,  securities
prices,  or  currency  exchange  rates  and for cash  management  purposes  as a
low-cost method of gaining  exposure to a particular  securities  market without
investing directly in those securities.

No Fund  may invest in a derivative  security  unless the reference index or the
instrument  to which it  relates is an  eligible  investment  for the Fund.  For
example,  a security whose  underlying value is linked to the price of oil would
not be a permissible  investment  because the Funds may not invest in oil leases
or futures.

The return on a derivative  security may  increase or decrease,  depending  upon
changes in the  reference  index or  instrument  to which it relates.  The risks
associated with derivative  investments  include:
o    the risk that the underlying security, interest rate, market index or other
     financial asset will not move in the direction the Sub-Advisor anticipated;
o    the possibility that there may be no liquid secondary market which may make
     it difficult or impossible to close out a position when desired;
o    the risk that adverse price movements in an instrument can result in a loss
     substantially greater than a Fund's initial investment; and
o    the counterparty may fail to perform its obligations.

Foreign Securities
Each of the following Funds may invest in securities of foreign  companies.  For
the purpose of this  restriction,  foreign companies are:
o    companies  with their  principal  place of  business  or  principal  office
     outside the U.S.; and
o    companies for which the principal  securities trading market is outside the
     U.S.

The  International  II and  Technology  Funds  each may invest up to 100% of its
assets in foreign  securities.  The other Funds each may invest up to 25% of its
assets in foreign securities.

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

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

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

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

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

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

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

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

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

Securities of Smaller Companies
The Funds may invest in securities of companies with small- or mid-sized  market
capitalizations.  Market capitalization is defined as total current market value
of a company's  outstanding common stock.  Investments in companies with smaller
market  capitalizations  may involve greater risks and price  volatility  (wide,
rapid fluctuations) than investments in larger,  more mature companies.  Smaller
companies  may be less mature than larger  companies.  At this earlier  stage of
development,  the  companies  may have limited  product  lines,  reduced  market
liquidity  for  their  shares,  limited  financial  resources  or less  depth in
management than larger or more established  companies.  Small companies also may
be  less  significant  within  their  industries  and  may  be at a  competitive
disadvantage  relative to their larger competitors.  While smaller companies may
be subject to these  additional  risks,  they may also realize more  substantial
growth than larger or more established companies.

Unseasoned Issuers
The Funds may invest in the securities of unseasoned issuers. Unseasoned issuers
are  companies  with a record of less than  three  years  continuous  operation,
including the operation of predecessors and parents. Unseasoned issuers by their
nature have only a limited operating history that can be used for evaluating the
company's  growth  prospects.  As  a  result,  investment  decisions  for  these
securities may place a greater  emphasis on current or planned product lines and
the reputation  and experience of the company's  management and less emphasis on
fundamental  valuation  factors  than would be the case for more  mature  growth
companies.  In addition, many unseasoned issuers also may be small companies and
involve the risks and price volatility associated with smaller companies.

Temporary Defensive Measures
For  temporary  defensive  purposes  in  times  of  unusual  or  adverse  market
conditions, the Funds may invest without limit in cash and cash equivalents. For
this  purpose,  cash  equivalents  include:  bank notes,  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.  In addition,  a Fund may purchase U.S.  Government  securities,
preferred  stocks  and  debt  securities,  whether  or not  convertible  into or
carrying rights for common stock.

There is no limit on the extent to which the Funds may take temporary  defensive
investment  measures.  In taking  such  measures,  the Funds may fail to achieve
their investment objective.

Portfolio Turnover
"Portfolio  Turnover" is the term used in the industry for  measuring the amount
of trading that occurs in a Fund's  portfolio  during the year.  For example,  a
100%  turnover  rate means that on average  every  security in the portfolio has
been  replaced once during the year.  Funds with high turnover  rates (more than
100%) often have higher  transaction  costs (which are paid by the Fund) and may
generate  short-term  capital  gains (on which  taxes may be imposed  even if no
shares of the Fund are sold during the year.  No turnover  rates are  calculated
for the Funds as they have been in existence for less than six months.

Please consider all the factors when you compare the turnover rates of different
funds. A fund with  consistently  higher total returns and higher turnover rates
than another fund may actually be achieving better performance precisely because
the managers are active traders.


MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE
The Manager
Principal Management Corporation serves as the Manager for the Fund. Through the
Management  Agreement  with the Fund,  the  Manager  has  agreed  to handle  the
investment  advisory  services  and  provide  certain  corporate  administrative
services for the Fund. The Fund and the Manager have also entered into a Service
Agreement under which the Manager provides  personal services to shareholders of
each Fund.  Additionally,  the Fund and the Manager have entered into a Transfer
Agency  Agreement under which the Manager has agreed to provide  transfer agency
services.  The Fund and the Manager  have  entered  into a Portfolio  Accounting
Service  Agreement  under  which  the  Manager  provides  portfolio   accounting
services.

The Manager is an indirect subsidiary of Principal Financial Services,  Inc. and
has managed mutual funds since 1969. As of October 31, 2000, the mutual funds it
manages had assets of  approximately  $6.6  billion.  The  Manager's  address is
Principal Financial Group, Des Moines, Iowa.

The Sub-Advisors
The  Manager  has  signed  contracts  with  various   Sub-Advisors.   Under  the
Sub-Advisory Agreements, the Sub-Advisor agrees to assume the obligations of the
Manager to provide  investment  advisory services for a specific Fund. For these
services, the Sub-Advisor is paid a fee by the Manager.

Fund:             International II and Technology

Sub-Advisor:      BT  Funds  Management  (International)  Limited  ("BT")  is  a
                  related company of BT Funds Management  Limited ("BTFM") and a
                  member of the Principal  Financial  Group.  Its address is The
                  Chifley Tower, 2 Chifley Square, Sydney NSW 2000 Australia. As
                  of October 31, 2000, BT, together with BTFM, had approximately
                  $23.8 billion under management.

Fund:             Partners LargeCap Blend and Partners SmallCap Growth II

Sub-Advisor:      Federated  Investment  Management  Company  ("Federated") is a
                  registered investment adviser and a wholly-owned subsidiary of
                  Federated   Investors,   Inc.,  which  was  founded  in  1955.
                  Federated is located in the Federated  Investors Tower at 1001
                  Liberty Avenue,  Pittsburgh,  PA 15222-3779. As of October 31,
                  2000, Federated managed $131 billion in assets.

Fund:             Partners LargeCap Growth I

Sub-Advisor:      Morgan  Stanley  Asset  Management  ("Morgan  Stanley"),  with
                  principal offices at 1221 Avenue of the Americas, New York, NY
                  10020,  conducts a worldwide portfolio management business and
                  provides a broad  range of  portfolio  management  services to
                  customers  in the U.S. and abroad.  As of September  30, 2000,
                  Morgan  Stanley,  together with its  affiliated  institutional
                  asset  management  companies,   managed  investments  totaling
                  approximately  $176.8 billion as named  fiduciary or fiduciary
                  adviser.  On December 1, 1998, Morgan Stanley Asset Management
                  Inc. changed its name to Morgan Stanley Dean Witter Investment
                  Management  Inc.  but  continues  to do  business  in  certain
                  instances using the name Morgan Stanley Asset Management.

Fund:             Partners LargeCap Growth II

Sub-Advisor:      American Century Investment  Management  ("American Century"),
                  Inc.  was  founded  in 1958.  Its  office  is  located  in the
                  American  Century  Tower at 4500 Main Street,  Kansas City, KS
                  64111. As of October 31, 2000,  American  Century managed over
                  $109.7 billion in assets.

Fund:             Partners LargeCap Value

Sub-Advisor:      Alliance  Capital  Management  L.P.  ("Alliance")  through its
                  Bernstein    Investment    Research   and   Management    unit
                  ("Bernstein"). As of September 30, 2000, Alliance managed $470
                  billion in assets.  Bernstein is located at 767 Fifth  Avenue,
                  New York,  NY 10153 and  Alliance is located at 1345 Avenue of
                  the Americas, New York, NY 10105.

Fund:             Partners MidCap Value and Partners SmallCap Growth I

Sub-Advisor:      Neuberger Berman  Management Inc.  ("Neuberger  Berman") is an
                  affiliate of Neuberger  Berman,  LLC.  Neuberger Berman LLC is
                  located  at  605  Third  Avenue,   2nd  Floor,  New  York,  NY
                  10158-0180.  Together with Neuberger Berman,  the firms manage
                  more than $56.5  billion in total assets (as of September  30,
                  2000) and continue an asset  management  history that began in
                  1939.

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

The Manager is paid a fee by the Fund for its services,  which  includes any fee
paid to the Sub-Advisor.

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

SHAREHOLDER INFORMATION

Pricing of Fund Shares
Each Fund's  shares are bought and sold at the current  NAV.  The share price of
each  class of each  Fund is  calculated  each day the New York  Stock  Exchange
(NYSE) is open.  The NAV is  determined at the close of business of the Exchange
(normally  3:00  p.m.  Central  time).  When an order to buy or sell  shares  is
received,  the NAV used to fill the order is the next price calculated after the
order is received.

The share price for Class I shares is calculated by:
o    taking the current market value of the total assets of the Fund
o    subtracting   liabilities   of  the   Fund
o    dividing the remainder proportionately into the classes of the Fund
o    subtracting the liabilities of Class I shares from its portion
o    dividing the remainder by the total number of shares owned in Class I.

NOTES:
o    If current market values are not readily  available for a security owned by
     a Fund,  its fair value is determined  using a policy adopted by the Fund's
     Board of Directors.
o    A Fund's  securities  may be  traded on  foreign  securities  markets  that
     generally  complete  trading at various  times  during the day prior to the
     close of the NYSE. The values of foreign securities used in computing share
     price are determined at the time the foreign  market closes.  Occasionally,
     events  affecting  the value of foreign  securities  occur when the foreign
     market  is  closed  and the NYSE is open.  The NAV of a Fund  investing  in
     foreign  securities  may  change on days when  shareholders  are  unable to
     purchase or redeem  shares.  If the  Sub-Advisor  believes  that the market
     value is materially affected,  the share price will be calculated using the
     policy adopted by the Fund.
o    Certain  securities  issued by companies in emerging  market  countries may
     have  more than one  quoted  valuation  at any point in time.  These may be
     referred to as local price and premium price.  The premium price is often a
     negotiated  price that may not  consistently  represent  a price at which a
     specific  transaction can be effected.  The International II and Technology
     Funds  each has a policy to value such  securities  at a price at which the
     Sub-Advisor expects the securities may be sold.

Purchase of Fund Shares
Shares are purchased from Princor  Financial  Services  Corporation,  the Fund's
principal underwriter.  There are no sales charges on shares of the Funds. There
are no restrictions on amounts to be invested in Class I shares of the Funds.

Shareholder  accounts for each Fund are maintained under an open account system.
Under this system,  an account is opened and maintained for each investor.  Each
investment  is confirmed by sending the investor a statement of account  showing
the current purchase or sale and the total number of shares owned. The statement
of account is treated by each Fund as  evidence  of  ownership  of Fund  shares.
Share certificates are not issued.

Redemption of Fund Shares
Each Fund sells its shares upon request. There is no charge for the sale. Shares
are redeemed at the NAV per share next computed after the request is received by
the Fund in proper and complete form.

The Fund generally sends payment for shares sold the business day after the sell
order  is  received.   Under  unusual   circumstances,   the  Fund  may  suspend
redemptions,  or  postpone  payment for more than seven days,  as  permitted  by
federal securities law.

Exchange of Fund Shares
Shares in the Funds may be exchanged,  without charge, for the same class of any
other  Principal  Investors  Fund.  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 under other circumstances where the Board
of Directors or the Manager believes it is in the best interest of the Fund, the
Fund reserves the right to review or terminate the exchange privilege, limit the
amount  or  number of  exchanges,  reject  any  exchange  or close the  account.
Notification of such action will be given to the extent required by law.


Dividends and Distributions
The Funds pay most of their net  dividend  income once each year.  Payments  are
made to  shareholders  of record on the business day prior to the payment  date.
The payment date is December 23 (or previous business day).

Net realized  capital gains,  if any, are  distributed  annually.  Generally the
distribution is made on the fourth  business day of December.  Payments are made
to shareholders of record on the business day prior to the payable date. Capital
gains may be taxable at  different  rates,  depending on the length of time that
the Fund holds its assets.


Dividend and capital gain distributions from a Fund are reinvested in additional
shares of the Fund making the distribution.

Generally,  for federal income tax purposes,  Fund  distributions are taxable as
ordinary income,  except that any  distributions of long-term capital gains will
be taxed as such  regardless  of how long the shares  have been  held.  However,
distributions  by the Fund to  retirement  plans  that  qualify  for  tax-exempt
treatment  under federal income tax laws will not be taxable.  Special tax rules
apply to investments through such plans.

A tax advisor should be consulted to determine the suitability of the Fund as an
investment through such a plan and the tax treatment of distributions (including
distributions of amounts  attributable to an investment in the Fund) from such a
plan.  A tax advisor can also provide  information  on the  potential  impact of
possible  foreign,  state and  local  taxes.  A Fund's  investments  in  foreign
securities may be subject to foreign withholding taxes. In that case, the Fund's
yield on those securities would be decreased.

A Fund's investments in certain debt obligations may cause the Fund to recognize
taxable  income in excess of the cash generated by such  obligations.  Thus, the
Fund could be  required  at times to  liquidate  other  investments  in order to
satisfy its distribution requirement.

FUND ACCOUNT INFORMATION

Reservation of Rights
The Funds reserve the right to amend or terminate the special plans described in
this  prospectus.  In addition,  the Funds reserve the right to change the share
class described herein.  Shareholders will be notified of any such action to the
extent required by law.


Financial Statements
Shareholders will receive annual financial statements for the Funds, examined by
the  Funds'  independent  auditors,  Ernst & Young LLP.  Shareholders  will also
receive a semiannual financial statement that is unaudited.

                                   APPENDIX A

RELATED PERFORMANCE OF THE SUB-ADVISORS

The Funds started operation in December 2000 and have no historical  performance
data.  The  following  tables  set forth  historical  information  about  client
accounts managed by a Sub-Advisor that have investment objectives and strategies
similar to those of the corresponding Fund the Sub-Advisor manages. These client
accounts may consist of individuals,  institutions and other mutual funds.  This
composite  data  is  provided  to  illustrate  the  past   performance  of  each
Sub-Advisor in managing  similar accounts and does not represent the performance
of any Fund.

On the following pages  "composite  performance"  is shown for each  Sub-Advisor
with  regard  to  all  of  those  similarly  managed  accounts.   The  composite
performance is computed based upon essentially the Sub-Advisor's  asset weighted
"average"  performance with regard to such accounts.  The composite  performance
information  shown is based on a composite of all  accounts of each  Sub-Advisor
(and  its  predecessor,   if  any)  having   substantially   similar  investment
objectives,  policies and  strategies to the  corresponding  Fund. The composite
results reflect the deduction of all fees and expenses  actually incurred by the
client accounts.

Portions of the information below are based on data supplied by the Sub-Advisors
and from statistical services,  reports or other sources believed by the Manager
to be reliable.  However,  such  information has not been verified or audited by
the Manager.

Some of the accounts  included in the composites are not mutual funds registered
under the 1940 Act.  Those  accounts are not subject to investment  limitations,
diversification  requirements and other restrictions imposed by the 1940 Act and
the  Internal  Revenue  Code.  If such  requirements  were  applicable  to these
accounts, the performance shown may have been lower.

The  performance  data  should  not be  considered  as an  indication  of future
performance of any Fund or any Sub-Advisor.  In addition, the effect of taxes is
not reflected in the  information  below as it will depend on the investor's tax
status.

Please  note  that  1999  was an  exceptionally  good  year  for the  stocks  of
technology  companies  and mutual  funds that  invest in them.  It should not be
expected  that those  stocks and funds will  perform as well every  year.  Stock
prices can change unpredictably and, in fact, they may lose value in some years.

                                   Appendix A

PERFORMANCE RESULTS - MODERATE FUNDS


<TABLE>
<CAPTION>
                                                                 Average Annual Performance
                                                                (through September 30, 2000)

                                                            YTD     1 YR   3 YR    5 YR   10 YR
Partners LargeCap Blend Fund Institutional*
<S>                                                        <C>     <C>    <C>     <C>     <C>
Federated Capital Appreciation Composite                    2.54   34.42  22.23   24.43   20.83
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Blend  Category (Morningstar)          -0.77   17.07  14.25   18.74   17.40

Partners LargeCap Growth Fund I Institutional*
Morgan Stanley Equity Growth Composite                      6.33   28.60  27.33   29.45   19.89
   S&P 500 Index                                           -5.28   13.28  16.44   21.69   19.44
   Average LargeCap Growth Category (Morningstar)           2.80   31.95  22.86   22.63   20.05

Partners LargeCap Growth Fund II Institutional*
American Century Growth Composite                           2.45   26.64  22.27   20.79   19.61
   Russell 1000 Growth Index                               -9.46   23.43  23.97   25.07
   Average LargeCap Growth Category (Morningstar)           2.80   31.95  22.86   22.63   20.05

Partners LargeCap Value Fund Institutional*
Sanford C. Bernstein Diversified Value Composite            3.50    5.00
   Russell 1000 Value Index                                 0.91    8.91  10.23   17.59
   Average LargeCap Value Category (Morningstar)            2.83   10.78   7.41   14.67   15.19

Partners MidCap Value Fund Institutional*
Neuberger Berman MidCap Value Composite                    21.79   35.08   4.73   15.66   16.60
   Russell Midcap Value Index                               0.96   13.00   5.96   14.07   17.81
   Average MidCap Value Category (Morningstar)              9.56   17.35   5.97   13.69   14.89
</TABLE>


<TABLE>
<CAPTION>
                                                                                        Annual Performance
                                                                                      (year ended December 31)
                                                         1999    1998   1997    1996    1995    1994    1993   1992    1991     1990
Partners LargeCap Blend Fund Institutional*
<S>                                                      <C>     <C>    <C>     <C>     <C>    <C>     <C>    <C>     <C>      <C>
Federated Capital Appreciation Composite                 43.39   20.08  30.62   18.39   37.17  -0.30   11.31  11.37   27.43    -4.43
   S&P 500 Index                                         21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47    -3.10
   Average LargeCap Blend  Category (Morningstar)        19.72   21.95  27.43   20.37   31.99  -1.08   11.12   7.62   32.13    -3.34

Partners LargeCap Growth Fund I Institutional*
Morgan Stanley Equity Growth Composite                   40.03   20.00  31.79   31.45   45.19   3.17    4.27   5.95   25.57    -2.92
   S&P 500 Index                                         21.04   28.58  33.36   22.96   37.58   1.32   10.08   7.62   30.47    -3.10
   Average LargeCap Growth Category (Morningstar)        39.72   33.56  25.00   18.95   32.27  -2.32   10.31   5.83   43.69    -2.12

Partners LargeCap Growth Fund II Institutional*
American Century Growth Composite                        34.68   36.77  29.28   14.92   20.35  -1.49    3.76  -4.29   69.02    -3.83
   Russell 1000 Growth Index                             33.16   38.71  30.49   23.12   37.19   2.66    2.90   5.00   41.16    -0.26
   Average LargeCap Growth Category (Morningstar)        39.72   33.56  25.00   18.95   32.27  -2.32   10.31   5.83   43.69    -2.12

Partners LargeCap Value Fund Institutional*
Sanford C. Bernstein Diversified Value Composite          7.80
   Russell 1000 Value Index                               7.35   15.63  35.18   21.64   38.35  -1.99   18.12  13.81   24.61    -8.08
   Average LargeCap Value Category (Morningstar)          6.63   13.10  27.01   20.79   32.28  -0.81   13.25   9.89   28.51    -6.37

Partners MidCap Value Fund Institutional*
Neuberger Berman MidCap Value Composite                   8.04  -10.66  32.66   28.08   35.23  -1.89   16.44  17.52   22.36    13.91
   Russell Midcap Value Index                            -0.11    5.09  34.37   20.26   34.93  -2.13   15.62  21.68   37.92   -16.08
   Average MidCap Value Category (Morningstar)            7.78    3.92  26.04   20.50   29.27  -1.11   17.11  13.54   29.65    -8.51
</TABLE>

* Fund's inception 12/6/00.


PERFORMANCE RESULTS - AGGRESSIVE FUNDS

<TABLE>
<CAPTION>
                                                                 Average Annual Performance
                                                                (through September 30, 2000)

                                                            YTD     1 YR   3 YR    5 YR   10 YR
<S>                                                        <C>     <C>    <C>     <C>     <C>
Partners SmallCap Growth Fund I Institutional*
Neuberger Berman SmallCap Growth Composite                 -2.65   68.31
   Russell 2000 Growth Index                               -4.97   29.67   8.93   12.42
   Average SmallCap Growth Category (Morningstar)          11.50   55.99  18.43   18.83   20.04

Partners SmallCap Growth Fund II Institutional*
Federated Aggressive Growth Composite                     -13.82   40.11  23.14
   S&P/BARRA 600 Growth Index                               7.52   29.77   7.24   11.99
   Average SmallCap Growth Category (Morningstar)          11.50   55.99  18.43   18.83   20.04

Technology Fund Institutional*
   Average Technology Category (Morningstar)                2.87   69.87  44.30   31.98   31.51
</TABLE>


<TABLE>
<CAPTION>
                                                                                        Annual Performance
                                                                                      (year ended December 31)
                                                         1999    1998   1997    1996    1995    1994    1993   1992    1991     1990
Partners SmallCap Growth Fund I Institutional*
<S>                                                     <C>      <C>    <C>     <C>     <C>    <C>     <C>    <C>     <C>     <C>
Neuberger Berman SmallCap Growth Composite              134.28
   Russell 2000 Growth Index                             43.09    1.23  12.95   11.26   31.04  -2.43   13.36   7.77   51.19   -17.14
   Average SmallCap Growth Category (Morningstar)        61.45    4.49  18.19   19.99   35.44  -0.28   16.70  11.99   53.64    -5.96

Partners SmallCap Growth Fund II Institutional*
Federated Aggressive Growth Composite                   111.60    8.08  30.06
   S&P/BARRA 600 Growth Index                            12.41   -1.31  25.58   21.32   29.97  -4.78   18.79  21.05   48.48   -23.69
   Average SmallCap Growth Category (Morningstar)        61.45    4.49  18.19   19.99   35.44  -0.28   16.70  11.99   53.64    -5.96

Technology Fund Institutional*
   Average Technology Category (Morningstar)            136.50   52.41   9.58   20.31   42.89  13.18   24.07  13.03   46.92     0.54
</TABLE>

* Fund's inception 12/6/00.


PERFORMANCE RESULTS - DYNAMIC FUNDS

<TABLE>
<CAPTION>
                                                                 Average Annual Performance
                                                                (through September 30, 2000)

                                                            YTD     1 YR   3 YR    5 YR   10 YR
International Fund II Institutional*
<S>                                                         <C>     <C>     <C>    <C>     <C>
   MSCI EAFE (Europe, Australia, Far East) Index--ND        -11.80   3.18   7.38    8.57   9.62
   Average Foreign Category (Morningstar)                   -10.79  13.84   9.59   10.81   9.92
</TABLE>


<TABLE>
<CAPTION>
                                                                                        Annual Performance
                                                                                      (year ended December 31)
                                                          1999    1998   1997    1996    1995   1994    1993   1992    1991     1990
International Fund II Institutional*
<S>                                                      <C>     <C>     <C>    <C>     <C>    <C>     <C>   <C>      <C>     <C>
   MSCI EAFE (Europe, Australia, Far East) Index--ND     26.96   20.00   1.78    6.05   11.21   7.78   32.56 -12.17   12.13   -23.45
   Average Foreign Category (Morningstar)                44.49   13.00   5.43   12.39    9.82  -0.40   36.71  -4.54   13.07   -10.90
</TABLE>

* Fund's inception 12/6/00.


IMPORTANT NOTES TO THE APPENDIX

Morgan Stanley Capital International (MSCI) EAFE (Europe,  Australia,  Far East)
Index is a stock index designed to measure the  investment  returns of developed
economies outside of North America.

Russell 1000 Growth Index is an index that  measures  the  performance  of those
Russell 1000 companies with higher  price-to-book  ratios and higher  forecasted
growth values.

Russell  1000 Value Index is an index that  measures  the  performance  of those
Russell  1000  companies  with lower price to book  ratios and lower  forecasted
growth values.

Russell  2000 Growth  Index  measures  the  performance  of those  Russell  2000
companies with higher price-to-book ratios and higher forecasted growth values.

Russell  Midcap Value Index is an index that measures the  performance  of those
Russell Midcap companies with lower  price-to-book  ratios and higher forecasted
growth values. The stocks are also members of the Russell 1000 Value index.

S&P 500  Index is a market  capitalization-weighted  index  of 500  widely  held
stocks often used as a proxy for the stock  market.  It measures the movement of
the largest issues.  Standard & Poor's chooses the member  companies for the 500
based on market size, liquidity and industry group representation.  Included are
the stocks of industrial, financial, utility and transportation companies.

S&P/BARRA  600  Growth  Index is a market  capitalization-weighted  index of the
stocks in the S&P SmallCap 600 Index having the lowest book to price ratios. The
index  consists  of  approximately  half of the  S&P  SmallCap  600 on a  market
capitalization basis.





                         PRINCIPAL INVESTORS FUND, INC.
                (previously Principal Special Markets Fund, Inc.)













              This Prospectus describes a mutual fund organized by
                       Principal Life Insurance Company.




                  The date of this Prospectus is April 3, 2000
                      as revised through December 6, 2000.





      As with all mutual funds,  the Securities and Exchange  Commission has not
      approved or disapproved  the Fund's  securities nor has it determined that
      this  Prospectus  is accurate  or  complete.  It is a criminal  offense to
      represent otherwise.

                                TABLE OF CONTENTS

     Fund Description........................................................3

     International Emerging Markets Portfolio................................4

     International Securities Portfolio......................................6

     International SmallCap Portfolio........................................8

     Mortgage-Backed Securities Portfolio...................................10

     The Costs of Investing.................................................12

     Certain Investment Strategies and Related Risks........................12

     Management, Organization and Capital Structure.........................15

     Management Discussion of Fund Performance..............................16

     Pricing of Fund Shares.................................................20

     Dividend and Distributions.............................................20

     Offering Price of Shares                        .......................22

     To Sell Shares.........................................................22

     General Information about a Fund Account...............................24

     Financial Highlights...................................................26


FUND DESCRIPTION


The Principal Investors Fund, Inc.  (previously  Principal Special Markets Fund,
Inc.) (the "Fund") is an open-end  management  investment  company.  Four of its
Portfolios  are described in this  prospectus:  International  Emerging  Markets
Portfolio,  International Securities Portfolio, International SmallCap Portfolio
and Mortgage-Backed  Securities Portfolio. As of December 6, 2000, shares of the
Portfolios are no longer available for purchase.


In the description for each Portfolio, you will find important information about
the Portfolio's:

Primary investment strategy
This section  summarizes  how the  Portfolio  intends to achieve its  investment
objective.  It identifies the Portfolio's  primary investment strategy including
the type or types of securities in which the Portfolio invests.

Annual operating expenses
The annual  operating  expenses for each  Portfolio are deducted from its assets
(stated as a percentage of the  Portfolio's  assets) and are shown as of the end
of the most recent  fiscal  year.  The examples are intended to help you compare
the cost of investing in a  particular  Portfolio  with the cost of investing in
other mutual funds.  The examples  assume you invest  $10,000 in a Portfolio for
the time period  indicated.  The examples also assume that your investment had a
5% return each year and that the Portfolio's  operating expenses are the same as
the most recent fiscal year  expenses.  Although your actual costs may be higher
or lower, based on these assumptions your costs would be as shown.

Day-to-day Portfolio management
The investment  professionals who manage the assets of each Portfolio are listed
with each Portfolio.  Backed by their staffs of experienced securities analysts,
they provide the Portfolios with professional investment management.

Principal  Management  Corporation  serves as the manager  for the Fund.  It has
signed a contract with Invista  Capital  Management  LLC  ("Invista") to provide
investment  advisory  services  for the  International,  International  Emerging
Markets and International SmallCap Portfolios. The Manager has signed a contract
with Principal  Capital  Income  Investors,  LLC ("PCII") to provide  investment
advisory services for the Mortgage-Backed Securities Portfolio.


Portfolio Performance
Included in each Portfolio's description is a set of tables and a bar chart.


The bar  chart is  included  to  provide  you with an  indication  of the  risks
involved when you invest. The chart shows changes in the Portfolio's performance
from year to year.  One of the tables  compares the  Portfolio's  average annual
returns with:
o    a broad-based  securities  market index (An index measures the market price
     of a specific  group of  securities  in  particular  securities in a market
     sector.  You cannot invest  directly in an index. An index does not have an
     investment  advisor and does not pay any  commissions  or  expenses.  If an
     index had expenses, its performance would be lower.); and
o    an  average  of  mutual  funds  with a  similar  investment  objective  and
     management  style.  The  averages  used are  prepared by Lipper,  Inc.,  an
     independent statistical service.


The other table provides the highest and lowest quarterly rate of return for the
Portfolio's  shares over the life of the Portfolio  (through the end of the most
recent fiscal year).


A  Portfolio's  past  performance  is not  necessarily  an indication of how the
Portfolio will perform in the future.

NOTE:Investments  in these  Portfolios  are not  deposits  of a bank and are not
     insured or guaranteed by the Federal Deposit  Insurance  Corporation or any
     other government agency.

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

INTERNATIONAL EMERGING MARKETS PORTFOLIO

Main Strategies
The  International  Emerging Markets Portfolio seeks to achieve long-term growth
of capital by investing  primarily in equity  securities  of issuers in emerging
market countries.

For this Portfolio,  the term "emerging  market country" means any country which
is considered to be an emerging country by the international financial community
(including the International Bank for Reconstruction and Development (also known
as the World Bank) and the International Financial Corporation). These countries
generally  include every nation in the world except the United  States,  Canada,
Japan,  Australia,  New  Zealand  and most  nations  located in Western  Europe.
Investing  in many  emerging  market  countries  is not  feasible or may involve
unacceptable political risk. Invista, the Sub-Advisor, focuses on those emerging
market countries that it believes have strongly developing economies and markets
which are becoming more sophisticated.

Under normal conditions,  at least 65% of the Portfolio's assets are invested in
emerging market country equity  securities.  The Portfolio invests in securities
of:
o    companies  with their  principal  place of business or principal  office in
     emerging market countries;
o    companies for which the principal  securities trading market is an emerging
     market country; or
o    companies,  regardless of where its securities are traded,  that derive 50%
     or more of their total  revenue from either  goods or services  produced in
     emerging market countries or sales made in emerging market countries.

Main Risks
Investments in emerging market countries involve special risks. Certain emerging
market countries have historically experienced,  and may continue to experience,
certain  economic  problems.  These may include:  high rates of inflation,  high
interest rates,  exchange rate  fluctuations,  large amounts of debt, balance of
payments  and trade  difficulties,  and  extreme  poverty and  unemployment.  In
addition,  there are risks involved with any  investment in foreign  securities.
These include the risk that a foreign  security  could lose value as a result of
political,  financial  and economic  events in foreign  countries.  In addition,
foreign  securities may be subject to securities  regulators with less stringent
accounting and disclosure standards than are required of U.S. companies.

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

Under  unusual  market or  economic  conditions,  the  Portfolio  may  invest in
securities  issued  by  domestic   corporations,   governments  or  governmental
agencies,  instrumentalities  or political  subdivisions.  The securities may be
denominated in U.S. dollars or other currencies.

The Portfolio is generally a suitable investment for investors seeking long-term
growth who want to invest a portion of their assets in  securities  of companies
in emerging market countries.  Because the values of the Portfolio's  assets may
rise or fall dramatically, if you sell your shares when their value is less than
the price you paid,  you will lose money.  This  Portfolio is not an appropriate
investment  if you are seeking  either  preservation  of capital or high current
income.  You  must be  able to  assume  the  increased  risks  of  higher  price
volatility   and  currency   fluctuations   associated   with   investments   in
international stocks which trade in non-U.S. currencies.

Portfolio Performance Information
The  Portfolio's  past  performance  is not  necessarily an indication of future
performance.  The bar chart and tables  provide some  indication of the risks of
investing in the Portfolio by showing changes in share  performance from year to
year.


                              Annual Total Returns



      1998 -17.21%          The year-to-date total return as of September 29,
      1999  63.37%          2000 is -17.55%.


                            The portfolio's highest/lowest quarterly results
                            during the time period covered by the chart were:

                                  Highest    38.53% (12/31/1999)
                                  Lowest    -19.25% (9/30/1998 )


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

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

                            Past One  Past Five
       Portfolio              Year     Years

     International Emerging
       Markets               63.37%    16.26%*

     *  Period from November 26, 1997,  date shares first offered to the public,
        through December 31, 1999.

                                                 Past One Past Five Past Ten
                                                   Year     Years    Years

     Morgan Stanley Capital International EMF
      (Emerging Markets Free) Index               66.41%    2.00%    11.04%
     Lipper Emerging Markets Fund Average         70.77     5.11      7.47



                          Portfolio Operating Expenses

     Management Fees.....................   1.15%
     Other Expenses*.....................   0.00

       Total Portfolio Operating Expenses   1.15%

     *  In addition to brokerage and  extraordinary  expenses,  a Portfolio will
        pay only taxes and  interest  expenses,  which it is  anticipated  to be
        minimal or nonexistent under normal circumstances.


                                    Examples

     The Examples  assume that you invest  $10,000 in the Portfolio for the time
     periods  indicated  and then  redeem all of your shares at the end of those
     periods. The Examples also assume that your investment has a 5% return each
     year and that the Portfolio's  operating expenses remain the same. Although
     your actual costs may be higher or lower,  based on these  assumptions your
     cost    would    be:
                            1 Year    3 Years    5 Years    10 Years

                             $117       $365       $633       $1,398

                        Day-to-day Portfolio Management

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


INTERNATIONAL SECURITIES PORTFOLIO

Main Strategies
The  International  Securities  Portfolio seeks  long-term  growth of capital by
investing in a portfolio  of  securities  of  companies  domiciled in any of the
nations of the world.

The  International  Securities  Portfolio  invests in common stocks of companies
established  outside  of  the  U.S.  The  Portfolio  has  no  limitation  on the
percentage of assets that are invested in any one country or  denominated in any
one currency.  However under normal market conditions,  the Portfolio intends to
have at  least  65% of its  assets  invested  in  companies  in at  least  three
different countries. One of those countries may be the U.S. though currently the
Portfolio does not intend to invest in equity securities of U.S. companies.

Investments may be made anywhere in the world. Primary consideration is given to
securities of  corporations  of Western  Europe,  North America and  Australasia
(Australia,  Japan  and Far  East  Asia).  Changes  in  investments  are made as
prospects change for particular countries, industries or companies.

In  choosing  investments  for the  Portfolio,  the  Sub-Advisor,  Invista  pays
particular  attention  to  the  long-term  earnings  prospects  of  the  various
companies under  consideration.  Invista then weighs those prospects relative to
the price of the security.

Main Risks
The values of the stocks owned by the Portfolio  change on a daily basis.  Stock
prices reflect the activities of individual  companies as well as general market
and economic  conditions.  In the short term,  stock prices and  currencies  can
fluctuate  dramatically  in response to these  factors.  In addition,  there are
risks involved with any investment in foreign  securities that are not generally
found in  securities  of U.S.  companies.  These include the risk that a foreign
security  could  lose value as a result of  political,  financial  and  economic
events in foreign countries.  In addition,  foreign securities may be subject to
securities  regulators with less stringent  accounting and disclosure  standards
than are required of U.S. companies.

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

Under  unusual  market or  economic  conditions,  the  Portfolio  may  invest in
securities  issued  by  domestic   corporations,   governments  or  governmental
agencies,  instrumentalities  or political  subdivisions.  The securities may be
denominated in U.S. dollars or other currencies.

The  Portfolio  is  generally  a  suitable  investment  for  investors  who seek
long-term growth and who want to invest in non-U.S. companies. This Portfolio is
not an appropriate  investment if you are seeking either preservation of capital
or high current income.  Suitable investors must be able to assume the increased
risks of higher price  volatility  and  currency  fluctuations  associated  with
investments in international stocks which trade in non-U.S.  currencies. As with
all mutual  funds,  the value of the Fund's assets may rise or fall. If you sell
your  shares  when  their  value is less than the price you paid,  you will lose
money.

Portfolio Performance Information
The  Portfolio's  past  performance  is not  necessarily an indication of future
performance.  The bar chart and tables  provide some  indication of the risks of
investing in the Portfolio by showing changes in share  performance from year to
year.


                              Annual Total Returns



     1994  -6.45%           The year-to-date total return as of September 29,
     1995  12.02            2000 is -7.90%.
     1996  24.12
     1997  12.55            The portfolio's highest/lowest quarterly results
     1998   9.55            during the time period covered by the chart were:
     1999  27.89
                                  Highest    18.06% (12/31/1999)
                                  Lowest    -17.48% (9/30/1998)



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

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

                              Past One  Past Five  Past Ten
         Portfolio              Year      Years     Years

     International Securities  27.89%     17.00%    15.88%*

     *  Period  from May 7, 1993,  date  shares  first  offered  to the  public,
        through December 31, 1999.

                                             Past One  Past Five   Past Ten
                                               Year      Years      Years

Morgan Stanley Capital International EAFE
  (Europe, Australia and Far East) Index      26.96%     12.83%      7.01%
Lipper International Fund Average             40.80      15.37      10.54


                          Portfolio Operating Expenses

     Management Fees..........................   0.90%
     Other Expenses*..........................   0.00

            Total Portfolio Operating Expenses   0.90%

     *  In addition to brokerage and  extraordinary  expenses,  a Portfolio will
        pay only taxes and  interest  expenses,  which it is  anticipated  to be
        minimal or nonexistent under normal circumstances.


                                    Examples

     The Examples  assume that you invest  $10,000 in the Portfolio for the time
     periods  indicated  and then  redeem all of your shares at the end of those
     periods. The Examples also assume that your investment has a 5% return each
     year and that the Portfolio's  operating expenses remain the same. Although
     your actual costs may be higher or lower,  based on these  assumptions your
     cost    would    be:
                            1 Year    3 Years    5 Years    10 Years

                              $92       $287       $498      $1,108


                        Day-to-day Portfolio Management


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



INTERNATIONAL SMALLCAP PORTFOLIO

Main Strategies
The  International  SmallCap  Portfolio  seeks to  achieve  long-term  growth of
capital  by  investing  primarily  in equity  securities  of  non-United  States
companies   with   comparatively   smaller   market   capitalizations.    Market
capitalization  is  defined  as  total  current  market  value  of  a  company's
outstanding common stock. Under normal market conditions,  the Portfolio invests
at  least  65%  of  its  assets  in  securities   of  companies   having  market
capitalizations of $1.5 billion or less at the time of purchase.

In selecting securities for the Portfolio, Invista, the Sub-Advisor, diversifies
the  investments  geographically.  There is no limitation  of the  percentage of
assets that may be invested in one country or  denominated  in any one currency.
However,  under normal market  circumstances,  the Portfolio  intends to have at
least 65% of its assets  invested in  securities  of companies of at least three
countries.

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

Investments  in  companies  with small  market  capitalizations  carry their own
risks.  Historically,  small company securities have been more volatile in price
than larger company  securities,  especially over the  short-term.  While small,
unseasoned  companies may offer greater  opportunities  for capital  growth than
larger, more established  companies,  they also involve greater risks and should
be considered speculative.

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

This  Portfolio  is not an  appropriate  investment  if you are  seeking  either
preservation of capital or high current  income.  You must be able to assume the
increased risks of higher price volatility and currency fluctuations  associated
with investments in international stocks which trade in non-U.S. currencies.

The Portfolio is generally a suitable investment for investors seeking long-term
growth  who want to  invest a  portion  of their  assets  in  smaller,  non-U.S.
companies.  Because the values of the Portfolio's  assets may rise or fall, when
shares of the  Portfolio are sold they may be worth more or less than the amount
paid for them.

Portfolio Performance Information
The  Portfolio's  past  performance  is not  necessarily an indication of future
performance.  The bar chart and tables  provide some  indication of the risks of
investing in the Portfolio by showing changes in share  performance from year to
year.


                              Annual Total Returns


     1998  11.92%           The year-to-date total return as of September 29,
     1999  85.93            2000 is -0.21%.


                            The portfolio's highest/lowest quarterly results
                            during the time period covered by the chart were:

                                  Highest    36.97% (12/31/1999)
                                  Lowest    -20.68% (9/30/1998)


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

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

                            Past One  Past Five
         Portfolio            Year      Years

     International SmallCap  85.93%    42.93%*

     *  Period from November 26, 1997, date first offered to the public, through
        December 31, 1999.


                                                  Past One  Past Five  Past Ten
                                                    Year      Years      Years

     Morgan Stanley Capital International EAFE
       (Europe, Australia and Far East) Index      26.96%     12.83%     7.01%
     Lipper International Small-Cap Fund Average   75.41      19.91     13.04


                          Portfolio Operating Expenses

     Management Fees..........................   1.00%
     Other Expenses*..........................   0.00

            Total Portfolio Operating Expenses   1.00%

     *  In addition to brokerage and  extraordinary  expenses,  a Portfolio will
        pay only taxes and  interest  expenses,  which it is  anticipated  to be
        minimal or nonexistent under normal circumstances.


                                    Examples

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

                            1 Year    3 Years    5 Years    10 Years

                             $102       $318       $552      $1,225


                        Day-to-day Portfolio Management


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



MORTGAGE-BACKED SECURITIES PORTFOLIO

Main Strategies
The Mortgage-Backed  Securities  Portfolio seeks a high level of current income,
liquidity and safety of principal by purchasing obligations issued or guaranteed
by the United States  Government  or its  agencies,  with emphasis on Government
National Mortgage Association Certificates.  The guarantees by the United States
Government  extends  only to principal  and  interest.  There are certain  risks
unique to GNMA Certificates.

The Mortgage-Backed  Securities Portfolio invests in U.S. Government securities,
which include  obligations  issued or  guaranteed by the U.S.  Government or its
agencies or instrumentalities.  The Portfolio may invest in securities supported
by:
o    full faith and credit of the U.S. Government (e.g. GNMA certificates); or
o    credit of the  instrumentality  (e.g. bonds issued by the Federal Home Loan
     Mortgage Corp.).
In addition, the Portfolio may invest in money market investments.

Although some of the securities  the Portfolio  purchases are backed by the U.S.
government  and its  agencies,  shares  of the  Portfolio  are  not  guaranteed.
Generally,  when interest rates fall, the value of the Portfolio's shares rises,
and when rates rise, the value declines. Because of the fluctuation in values of
the Portfolio's  shares, when sold, shares of the Portfolio may be worth more or
less than the amount paid for them.

U.S.  Government  securities do not involve the degree of credit risk associated
with  investments in lower quality  fixed-income  securities.  As a result,  the
yields  available from U.S.  Government  securities are generally lower than the
yields   available  from  many  other   fixed-income   securities.   Like  other
fixed-income  securities,  the values of U.S.  Government  securities  change as
interest  rates  fluctuate.   Fluctuations  in  the  value  of  the  Portfolio's
securities  do not effect  interest  income on  securities  already  held by the
Portfolio,  but are reflected in the Fund's price per share. Since the magnitude
of these fluctuation generally are greater at times when the Portfolio's average
maturity is longer,  under certain market conditions the Portfolio may invest in
short term  investments  yielding  lower current income rather than investing in
higher yielding longer term securities.

GNMA Certificates are mortgage backed  securities  representing an interest in a
pool of mortgage  loans.  Various  lenders make the loans which are then insured
(by the  Federal  Housing  Administration)  or loans  which are  guaranteed  (by
Veterans  Administration  or Farmers Home  Administration).  The lender or other
security  issuer  creates  a pool of  mortgages  which  it  submits  to GNMA for
approval.

The Portfolio  invests in modified  pass-through  GNMA  Certificates.  Owners of
Certificates  receive all interest and principal  payments owed on the mortgages
in the pool,  regardless  of whether or not the  mortgagor has made the payment.
Timely  payment of interest and  principal is  guaranteed  by the full faith and
credit of the U.S. Government.

Main Risks
Mortgage  backed  securities  are  subject  to  prepayment  risk.   Prepayments,
unscheduled   principal   payments,   may  result  from  voluntary   prepayment,
refinancing  or  foreclosure  of the  underlying  mortgage.  When interest rates
decline,  significant unscheduled prepayments may result. These prepayments must
then be  reinvested at lower rates.  Prepayments  may also shorten the effective
maturities of these securities,  especially during periods of declining interest
rates. On the other hand, during period of rising interest rates, a reduction in
prepayments  may  increase  the  effective   maturities  of  these   securities,
subjecting  them to the risk of decline in market  value in  response  to rising
interest and potentially increasing the volatility of the fund.

In addition,  prepayments may cause losses on securities  purchased at a premium
(dollar amount by which the price of the bond exceeds its face value). At times,
mortgage  backed  securities may have higher than market  interest rates and are
purchased at a premium.  Unscheduled  prepayments  are made at par and cause the
Portfolio to experience a loss of some or all of the premium.

The Mortgaged-Backed Securities Portfolio is generally a suitable investment for
investors  who want monthly  dividends to provide  income or to be reinvested in
additional Portfolio shares to produce growth. Such investors prefer to have the
repayment  of  principal  and  interest on most of the  securities  in which the
Portfolio  invests  to be  backed  by  the  U.S.  Government,  its  agencies  or
instrumentalities.

Portfolio Performance Information
The  Portfolio's  past  performance  is not  necessarily an indication of future
performance.  The bar chart and tables  provide some  indication of the risks of
investing in the Portfolio by showing changes in share  performance from year to
year.


                              Annual Total Returns


     1994  -3.60%           The year-to-date total return as of September 29,
     1995  19.26            2000 is 6.91%.
     1996   4.20
     1997  10.18            The portfolio's highest/lowest quarterly results
     1998   7.74            during the time period covered by the chart were:
     1999   0.30
                                  Highest     6.41% (6/30/1995)
                                  Lowest     -3.50% (3/30/1994)



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

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

                         Past One  Past Five  Past Ten
       Portfolio           Year      Years     Years

     Mortgage-Backed
       Securities          0.30%     8.15%     6.17%*


     *  Period  from May 7, 1993,  date  shares  first  offered  to the  public,
        through December 31, 1999.

                                               Past One  Past Five  Past Ten
                                                 Year      Years     Years

     Lehman Brothers Mortgage Index              1.86%      7.98%     7.78%
     Lipper U.S. Mortgage Fund Average           0.65       7.00      6.95


                          Portfolio Operating Expenses

     Management Fees..........................   0.45%
     Other Expenses*..........................   0.00

           Total Portfolio Operating Expenses    0.45%

     *  In addition to brokerage and  extraordinary  expenses,  a Portfolio will
        pay only taxes and  interest  expenses,  which it is  anticipated  to be
        minimal or nonexistent under normal circumstances.


                                    Examples

     The Examples  assume that you invest  $10,000 in the Portfolio for the time
     periods  indicated  and then  redeem all of your shares at the end of those
     periods. The Examples also assume that your investment has a 5% return each
     year and that the Portfolio's  operating expenses remain the same. Although
     your actual costs may be higher or lower,  based on these  assumptions your
     cost    would    be:
                            1 Year    3 Years    5 Years    10 Years

                              $46       $144       $252        $567


                        Day-to-day Portfolio Management

     Since May 1993         Martin J. Schafer.  Mr. Schafer joined the Principal
     (Portfolio's inception)in 1977 and  has  broad  experience  in  residential
                            mortgage related  securities. He served  as Director
                            of Investment Securities at the Principal  prior  to
                            joining Invista Capital Management in 1992. He holds
                            a BBA in Accounting and Finance from the  University
                            of Iowa.


THE COSTS OF INVESTING

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

CERTAIN INVESTMENT STRATEGIES AND RELATED RISKS

The Statement of Additional  Information (SAI) contains  additional  information
about investment strategies and their related risks.

Securities and Investment Practices
Equity  securities   include  common  stocks,   preferred  stocks,   convertible
securities  and warrants.  Common stocks,  the most familiar type,  represent an
equity (ownership) interest in a corporation.  Although equity securities have a
history of long term growth in value, their prices fluctuate based on changes in
a company's financial  condition and on overall market and economic  conditions.
Smaller companies are especially sensitive to these factors.

Fixed-income  securities  include bonds and other debt instruments that are used
by  issuers to borrow  money  from  investors.  The  issuer  generally  pays the
investor a fixed,  variable or floating  rate of interest.  The amount  borrowed
must be repaid at maturity. Some debt securities,  such as zero coupon bonds, do
not pay current interest, but are sold at a discount from their face values.

Fixed-income  securities are sensitive to changes in interest rates. In general,
bond prices rise when  interest  rates fall and fall when  interest  rates rise.
Longer term bonds and zero coupon bonds are generally more sensitive to interest
rate changes.

Bond prices are also  affected by the credit  quality of the issuer.  Investment
grade debt  securities  are medium and high quality  securities.  Some bonds may
have  speculative  characteristics  and be  particularly  sensitive  to economic
conditions and the financial condition of the issuers.

Repurchase Agreements and Loaned Securities
Each of the Fund's  Portfolios  may invest a portion of its assets in repurchase
agreements.  Repurchase  agreements  typically  involve  the  purchase  of  debt
securities  from a  financial  institution  such as a  bank,  savings  and  loan
association or broker-dealer. A repurchase agreement provides that the Portfolio
sells  back to the  seller  and  that  the  seller  repurchases  the  underlying
securities at a specified price on a specific date. Repurchase agreements may be
viewed as loans by a Portfolio collateralized by the underlying securities. This
arrangement  results  in a fixed  rate of return  that is not  subject to market
fluctuation while the Portfolio holds the security. In the event of a default or
bankruptcy by a selling financial  institution,  the affected  Portfolio bears a
risk of loss.  To minimize  such risks,  the  Portfolio  enters into  repurchase
agreements  only with large,  well-capitalized  and  well-established  financial
institutions. In addition, the value of the collateral underlying the repurchase
agreement is always at least equal to the repurchase  price,  including  accrued
interest.

Each of the Fund's Portfolios may lend its portfolio  securities to unaffiliated
broker-dealers and other unaffiliated qualified financial institutions.

Currency Contracts
The International Emerging Markets,  International  Securities and International
SmallCap  Portfolios may each enter into forward  currency  contracts,  currency
futures  contracts and options,  and options on currencies for hedging and other
non-speculative  purposes.  A forward  currency  contract  involves a  privately
negotiated  obligation to purchase or sell a specific  currency at a future date
at a price set in the contract.  A Portfolio will not hedge currency exposure to
an extent greater than the aggregate  market value of the securities  held or to
be  purchased by the  Portfolio  (denominated  or generally  quoted or currently
convertible into the currency).

Hedging  is a  technique  used in an attempt to reduce  risk.  If a  Portfolio's
Sub-Advisor hedges market conditions incorrectly or employs a strategy that does
not correlate  well with the  Portfolio's  investment,  these  techniques  could
result in a loss,  regardless  of whether  the  intent was to reduce  risk or to
increase return. These techniques may increase the volatility of a Portfolio and
may involve a small  investment  of cash  relative to the  magnitude of the risk
assumed. In addition, these techniques could result in a loss if the other party
to the transaction does not perform as promised. Additionally, there is the risk
of government  action through exchange  controls that would restrict the ability
of the Portfolio to deliver or receive currency.

Warrants
Each of the Portfolios  may invest up to 5% of its assets in warrants.  Up to 2%
of a  Portfolio's  assets may be invested  in  warrants  which are not listed on
either  the New  York  or  American  Stock  Exchanges.  For  the  International,
International   Emerging  Markets  and  International  SmallCap  Funds,  the  2%
limitation  also applies to warrants not listed on the Toronto Stock and Chicago
Board Options Exchanges.

Options
Each of the Portfolios  may buy and sell certain types of options.  Each type is
more fully discussed in the SAI.

Foreign Securities
The International Emerging Markets,  International  Securities and International
SmallCap Portfolios each may invest in foreign securities. Investment in foreign
securities  presents certain risks including:  fluctuations in currency exchange
rates,  revaluation  of  currencies,  the  imposition of foreign  taxes,  future
political   and   economic   developments    including   war,    expropriations,
nationalization, the possible imposition of currency exchange controls and other
foreign  governmental  laws or restrictions.  In addition,  there may be reduced
availability  of public  information  concerning  issuers  compared  to domestic
issuers.  Foreign  issuers  are not  generally  subject to  uniform  accounting,
auditing and financial reporting standards or to other regulatory  practices and
requirements that apply to domestic issuers.  Transactions in foreign securities
may  be  subject  to  higher  costs.  Each  Portfolio's  investment  in  foreign
securities may also result in higher  custodial  costs and the costs  associated
with currency conversions.

Securities  of many  foreign  issuers may be less  liquid and their  prices more
volatile than those of comparable domestic issuers.  Foreign securities markets,
particularly  those in emerging market  countries,  are known to experience long
delays between the trade and settlement dates of securities  purchased and sold.
Such  delays may result in a lack of  liquidity  and greater  volatility  in the
price of securities on those markets. As a result of these factors, the Board of
Directors of the Fund has adopted Daily Pricing and Valuation Procedures for the
Portfolios. These procedures outline the steps to be followed by the Sub-Advisor
to establish a reliable  market or fair value if a reliable  market value is not
available through normal market quotations. The Executive Committee of the Board
of Directors oversees this process.

Securities of Smaller Companies
The  Portfolios  may invest in securities of companies  with small- or mid-sized
market capitalizations. Market capitalization is defined as total current market
value of a company's  outstanding  common stock.  Investments  in companies with
smaller market  capitalizations  may involve greater risks and price  volatility
(wide, rapid  fluctuations)  than investments in larger,  more mature companies.
Smaller companies may be less mature than older companies. At this earlier stage
of  development,  the companies may have limited  product lines,  reduced market
liquidity  for  their  shares,  limited  financial  resources  or less  depth in
management than larger or more established  companies.  Small companies also may
be  less  significant  within  their  industries  and  may  be at a  competitive
disadvantage  relative to their larger competitors.  While smaller companies may
be subject to these  additional  risks,  they may also realize more  substantial
growth than larger or more established companies.

Unseasoned Issuers
The Portfolios may invest in the  securities of unseasoned  issuers.  Unseasoned
issuers  are  companies  with a  record  of less  than  three  years  continuous
operation,  including  the  operation of  predecessors  and parents.  Unseasoned
issuers by their nature have only a limited  operating history which can be used
for evaluating the companies growth prospects. As a result, investment decisions
for these  securities may place a greater emphasis on current or planned product
lines and the  reputation  and  experience of the companies  management and less
emphasis on fundamental valuation factors than would be the case for more mature
growth  companies.  In  addition,  many  unseasoned  issuers  also  may be small
companies  and involve the risks and price  volatility  associated  with smaller
companies.

Temporary or Defensive Measures
For  temporary  or  defensive  purposes  in times of unusual  or adverse  market
conditions,   the   Portfolios  may  invest  without  limit  in  cash  and  cash
equivalents.  For this purpose,  cash equivalents include:  bank certificates of
deposit,  bank  acceptances,   repurchase  agreements,   commercial  paper,  and
commercial paper master notes which are floating rate debt instruments without a
fixed  maturity.   In  addition,   a  Portfolio  may  purchase  U.S.  Government
securities,  preferred  stocks and debt  securities,  whether or not convertible
into or carrying rights for common stock.

Portfolio Turnover
"Portfolio  Turnover" is the term used in the industry for  measuring the amount
of trading that occurs in a fund's  portfolio  during the year.  For example,  a
100%  turnover  rate means that on average  every  security in the portfolio has
been replaced once during the year.

Funds with high  turnover  rates (more than 100%) often have higher  transaction
costs (which are paid by the fund) and may generate short-term capital gains (on
which you pay taxes even if you don't sell any of your shares  during the year).
You can find the turnover rate for each Portfolio in the  Portfolio's  Financial
Highlights table.

Please consider all the factors when you compare the turnover rates of different
funds. A fund with  consistently  higher total returns and higher turnover rates
than another fund may actually be achieving better performance precisely because
the  managers  are  active  traders.  You  should  also be aware that the "total
return" line in the Financial  Highlights  already includes  portfolio  turnover
costs.

MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE

The Manager
Principal  Management  Corporation (the "Manager") serves as the manager for the
Fund.  In its handling of the business  affairs of each  Portfolio,  the Manager
provides  clerical,  recordkeeping  and  bookkeeping  services,  and  keeps  the
financial and accounting  records  required for the Fund. The Manager has signed
sub-advisory  agreements with Invista for portfolio management functions for the
International,   International   Emerging  Markets  and  International  SmallCap
Portfolios.  It has  entered  into a  Sub-Advisory  agreement  with PCII for the
Mortgage-Backed  Securities Portfolio.  The Manager compensates the Sub-Advisors
for their services as provided in the Sub-Advisory Agreements.


The Manager is an indirect subsidiary of Principal Financial Services,  Inc. and
has  managed  mutual  funds since 1969.  As of October  31,  2000,  the Funds it
managed had assets of  approximately  $6.6  billion.  The  Manager's  address is
Principal Financial Group, Des Moines, Iowa 50392-0200.

Invista is an indirect  wholly-owned  subsidiary  of  Principal  Life  Insurance
Company and is an affiliate of the Manager.  Invista has managed investments for
institutional  investors,  including Principal Life, since 1985. As of September
30, 2000, it managed assets of approximately $29.7 billion. Invista's address is
1800 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.

PCII is an indirect wholly-owned  subsidiary of Principal Life Insurance Company
and  is  an  affiliate  of  the  Manager.   PCII  has  managed  investments  for
institutional  investors,  including Principal Life, since 1985. As of September
30, 2000, it managed assets of  approximately  $31.1 billion.  PCII's address is
1800 Hub Tower, 699 Walnut, Des Moines, Iowa 50309.


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

The Manager is paid a fee by each Portfolio for its services, which includes any
fee paid to the Sub-Advisor.  The fee paid by each Portfolio (as a percentage of
the average daily net assets) is determined using the following rate:

<TABLE>
<CAPTION>
                                                                Fees Computed On                    Fees as a Percent of
                  Portfolio                               Net Asset Value of Portfolio            Average Daily Net Assets

<S>  <C>                                                       <C>                                        <C>
     International Emerging Markets Portfolio                  First $250 million                         1.15%
                                                               Next $250 million                          1.05%
                                                               Over $500 million                          0.95%

     International Securities Portfolio                        Entire Portfolio                           0.90%

     International SmallCap Portfolio                          First $250 million                         1.00%
                                                               Next $250 million                          0.90%
                                                               Over $500 million                          0.80%

     Mortgage-Backed Securities Portfolio                      Entire Portfolio                           0.45%
</TABLE>

For the  fiscal  year  ended  December  31,  1999  the  Management  fee for each
Portfolio was:

     International Emerging Markets Portfolio          1.15%
     International Securities Portfolio                0.90%

     International SmallCap Portfolio                  1.00%
     Mortgage-Backed Securities Portfolio              0.45%


MANAGEMENT DISCUSSION OF FUND PERFORMANCE

International Emerging Markets Portfolio

Emerging  markets had a strong run in 1999. EMEA (Eastern  Europe,  Middle East,
Africa)  posted the  largest  gain as  technology  stocks  soared and the region
finished  up 79.6%  for the year.  Asia  registered  a gain of 79.6%,  and Latin
America  "lagged" the rest of the  emerging  world at 58.9%.  The  International
Emerging Markets  Portfolio's total return of 65.14% barely  under-performed the
MSCI EMF  Index at  66.41%,  with  similar  regional  returns.  For the year the
Portfolio's market selection was slightly  negative,  but a majority of the lost
ground  was  made  up by  selecting  better  stocks.  The  following  paragraphs
highlight the most significant events from each emerging markets region.

Despite their big run early in 1999, Asian countries  continued to show evidence
of solid economic  recovery  throughout the year. The Portfolio's  managers were
cautious on entering the Asian region  immediately  after the markets tumbled in
late 1998 and by  choosing  to wait for  evidence of  structural  change  before
reinvesting  ground was lost early in the year.  Since the  initial  rebound had
been  sparked by  companies  that were more  speculative  in  nature,  Portfolio
managers were able to capitalize on the turning economy by purchasing  stocks of
companies  with solid balance  sheets and intriguing  business  prospects.  This
strategy helped power the  Portfolio's  relative  out-performance  in the second
half of the year.  Although by year-end many Asian current account surpluses had
peaked,  management  still feels there is excess capacity in some of the sectors
including  manufacturing  and  property.  Thus  it is  not  expected  Asia  will
experience  the  level of  investment  activity  that  was  typical  before  the
financial  downturn,  even though certain countries are still heavily leveraged.
The Portfolio's managers continue to favor companies in the technology sector as
well as look  for  global  outsourcing  opportunities  that  will  benefit  from
increased IT spending.  Additionally,  the Portfolio  may now invest  locally in
India, a country that is seeing explosive growth in the technology sector.

Latin  America was the relative  laggard in the  emerging  markets over the past
year, due to devaluation concerns in Brazil and a recession in Argentina. Brazil
continues  to weigh  heavily  on the  region as  concerns  regarding  the fiscal
deficit and social security remain.  Other factors that continue to weigh on the
Latin  American  economy  include the Mexican  elections  and excess  government
spending.  On a positive note, Latin American companies continue to reduce their
cost structure in response to the region's weak economies. With the prospects of
economic  recovery  and cheap  valuations,  the region looks  attractive  from a
bottom up perspective.  Latin American telecom and  Internet-related  businesses
are favored as the best ways to benefit from the region's growth.

EMEA (Eastern  Europe,  Middle East,  Africa) faired well as Israeli  technology
stocks kept pace with the NASDAQ,  receiving an additional  boost from favorable
governmental elections. The Greek stock market experienced a bubble as investors
were  anticipating  Greece  would  join the EU and the  local  retail  investors
continued  to provide a strong  influx of  capital.  Toward the end of 1999 this
bubble  gradually  deflated,   but  the  country's  economic  outlook  is  still
favorable.  The devastating earthquake in Turkey only marginally shook investors
and was more than offset by  political  change.  It is  anticipated  Turkey will
enter a cycle of lower interest rates and less inflation that will bode well for
equity  investors.  Managers  are  also  looking  to  Egypt  as the  economy  is
positioned well for growth, remaining cheap on a valuation level. It is felt the
best  investment  opportunities  in the EMEA  region  will  come  from  wireless
telecom, technology, and media.

Comparison of Change in Value of $1.0 Million  Investment  in the  International
Emerging  Markets  Portfolio,  Lipper Emerging Markets Fund Average and MSCI EMF
Index.

-------------------------------------
     Average Annual Total Returns*
      As of December 31, 1999
       1 Year 5 Year 10 Year
       63.37% 16.26**   --


** - Since Inception Date 11/26/97
-------------------------------------

                                                  MSCI          Lipper Emerging
                                                 EMF ID             Markets
Year Ended December 31,             IEP*          INDEX            Fund Avg.
                                 1,000,000      1,000,000          1,000,000
        1997                     1,014,000      1,021,800          1,015,300
        1998                       839,491        740,601            742,895
        1999                     1,371,476      1,232,434          1,268,642

Note: Past performance is not predictive of future performance.


International Securities Portfolio

The return for the International  Securities  Portfolio in 1999 was 27.89%. This
performance outpaced the 26.96% return posted by the EAFE (Europe, Australia and
Far East) Index.  The largest positive  contributions  came from the Portfolio's
exposure to emerging markets and the allocation of the European investments. The
Portfolio  would have  outperformed  the benchmark by a larger amount if not for
the strength of the Japanese  market and its currency.  Positive  equity returns
globally  were  driven by  improving  economies,  low  inflation  and the strong
performance  of the  so-called  `New  Era'  stocks  in  the  telecommunications,
technology and media industries.

Emerging markets performed very strongly in 1999 as economic growth troughed and
began to move up early in the year  and  accelerated  as 1999  progressed.  This
specifically  benefited  the  holdings in South Korea and South Africa where the
Portfolio held more cyclical  companies.  An additional benefit came when one of
the Portfolio's  largest holdings,  an oil company in Argentina,  was taken over
early in the year.

Strong  stock  specific  performance  in  Europe,  especially  in the UK and the
Netherlands, aided relative outperformance. Several of the companies held in the
Portfolio were taken over by competitors in 1999.  These  takeovers  resulted in
the  rapid  realization  of value  for  shareholders.  The  Portfolio's  returns
benefited from this activity.  1999 was also  characterized by sluggish European
markets in the first three  quarters of the year because of worries about rising
interest rates. These worries impacted media,  technology and telecommunications
stocks most  severely.  The  Portfolio  took  advantage of the weakness in stock
prices in these  industries  to increase the  weighting  in these higher  growth
areas of the economy.  This strategy paid off handsomely in the fourth  quarter,
as these  growth  sectors  led the  market  rally.  The  Portfolio's  overweight
positions in media and  technology  and  underweight  positions in insurance and
utilities were the main drivers of the positive relative performance.

The  Portfolio  increased  its  weighting in the Japanese  market as the economy
began to show signs of  improvement  and  companies  in Japan  began to announce
restructuring  plans to raise  profitability.  The average weighting in Japan in
1999 was still only 8%,  significantly  below the benchmark.  This hurt relative
returns because of the strong market  performance,  but also because the yen was
the strongest major currency in the world last year.

The  Portfolio  continues to be  underweight  Japan (50% of the  benchmark)  and
overweight  Europe.  Europe is expected to grow its economy faster than the rest
of the world this year and European  equities still offer good value.  Inflation
is expected to remain  subdued,  but the efforts of central  banks in the US and
Europe to prevent inflation will mean rising short-term  interest rates that may
cause market volatility. There is still good value in some media, technology and
telecommunications  stocks.  Select  financials  and  cyclicals  also offer good
value.

Comparison of Change in Value of $1.0 Million  Investment  in the  International
Securities Portfolio, Lipper International Fund Average and MSCI EAFE Index.

--------------------------------------------
        Average Annual Total Returns *
          As of December 31, 1999
         1 Year   5 Year   10 Year
         27.89%   17.00%    15.88%**

**  Since inception date 5/7/93
--------------------------------------------

                                ISP*       Morgan Stanley           Lipper
                               Total           EAFE             International
  Year Ended December 31       Return          Index                Index
                             1,000,000       1,000,000            1,000,000
          1993               1,298,152       1,058,800            1,225,000
          1994               1,214,388       1,141,175            1,216,303
          1995               1,360,336       1,269,100            1,330,757
          1996               1,688,511       1,345,881            1,487,520
          1997               1,900,456       1,369,838            1,568,441
          1998               2,082,034       1,643,805            1,772,652
          1999               2,662,622       2,086,975            2,495,894

Note: Past performance is not predictive of future performance.


International SmallCap Portfolio

The international small cap arena saw impressive returns that were unprecedented
previous to 1999.  The Lipper  International  SmallCap Fund Average total return
was 75.41% for the year. The International  SmallCap Portfolio's return exceeded
the  Lipper  average  by 10.5% on a 1-year  basis.  Earlier  in 1999 Japan was a
significant  outperformer  in the small cap world and the  Portfolio's  holdings
outpaced the index  returning,  on average,  some 60%. The Portfolio went from a
zero  weighting  in Japan to one that more  closely  matched  the  benchmark  at
mid-year,  to lightening up during fourth  quarter as the  Portfolio's  managers
felt much of the Japanese market had simply run out of steam. The fourth quarter
saw investors  taking gains in the Japanese small cap stocks as the economy once
again  came  into   question  as  to  what  could  be  delivered  and  how  much
restructuring was actually occurring. 1999 was a good year for European start-up
companies.  Many were  technology-oriented that soon turned into mid-caps due to
massive price  appreciation in a short time span. A fundamental  change was seen
in the liquidity flows as capital began to pour into the European markets in the
fourth quarter.  The top performing  sectors included media,  telecommunications
and  technology as those  companies  that had exposure in these areas saw strong
price appreciation in the fourth quarter as investors scrambled to gain exposure
to these industries.

Portfolio  managers  continue  to look for market  leaders  in their  respective
fields with good growth  characteristics,  a solid business  strategy and strong
barriers  to  entry.  1999  was a year of  stellar  performance  for  technology
companies as the internet and  e-commerce  began to  demonstrate  that they will
revolutionize the business world.  Managers  identified some promising companies
that are global  leaders  and should  benefit  from the  explosion  of growth in
e-commerce. The Portfolio has rotated out of many of the stronger performers and
continues  to  look  for  new  opportunities  whose  growth   opportunities  are
undervalued relative to their stock price.

The International  SmallCap  Portfolio  continues to benefit from themes such as
outsourcing  of  electronic  components,  increasing  advertising  expenditures,
market  research  companies and indirect  e-commerce  solutions.  At the current
time, growth companies offer the most attractive  investments from a risk/return
trade-off  compared to the more  traditional  value  stocks.  Portfolio  mangers
continue to look for companies that are at attractive  valuations and also offer
long-term earnings growth potential.

Important Notes:

Lipper  Emerging  Markets Fund  Average:  This  average  consists of funds which
invest at least 65% of their total assets in emerging market equity  securities,
where  "emerging  market"  is  defined  by a  country's  GNP per capita or other
economic measures. The one-year average currently contains 180 funds.

Morgan Stanley Capital  International  EMF (Emerging  Markets Free) Index:  This
market capitalization weighted index is composed of companies  representative of
the market  structure of 26 emerging market  countries in Europe,  Latin America
and the Pacific  Basin.  The Index  excludes  closed markets and those shares in
otherwise free markets that are not  purchasable by foreigners.  These countries
include: Argentina, Brazil, Chile, China Free, Columbia, Czech Republic, Greece,
Hungary,  India,  Indonesia Free, Israel, Jordan, Korea, Malaysia (Free), Mexico
(Free),  Pakistan,  Peru,  Philippines (Free), Poland, Russia, South Africa, Sri
Lanka, Taiwan (at 50%), Thailand (Free), Turkey and Venezuela.

Lipper  International  Small Cap Funds Average:  This average  consists of funds
which invest at least 65% of their  assets in equity  securities  of  non-United
States  companies with market  capitalizations  less than U.S. $1 billion at the
time of purchase. The one-year average currently contains 70 funds.

Morgan  Stanley  Capital  International  EAFE  (Europe,  Australia and Far East)
Index:  This market  capitalization  weighted  index is  composed  of  countries
representative  of the market  structure  of 20  developed  market  countries in
Europe, Australasia and the Far East. The countries include: Australia, Austria,
Belgium,  Denmark,  Finland,  France, Germany, Hong Kong, Ireland, Italy, Japan,
Netherlands,   New  Zealand,   Norway,  Portugal,   Singapore,   Spain,  Sweden,
Switzerland and United Kingdom.

Lipper  International Fund Average:  This average consists of funds which invest
in securities  primarily  traded in markets  outside of the United  States.  The
one-year average currently contains 618 funds.

Comparison of Change in Value of $1.0 Million  Investment  in the  International
SmallCap  Portfolio,  Lipper  International  SmallCap Fund Average and MSCI EAFE
Index.

-------------------------------------
     Average Annual Total Returns*
      As of December 31, 1999
       1 Year 5 Year 10 Year
       85.93% 42.93**    --


** - Since Inception Date 11/26/97
-------------------------------------

                                                                Lipper
                                               MSCI          International
                                              EAFE ND           SmallCap
Year Ended December 31,          ICP*          INDEX           Fund Avg.
                              1,000,000      1,000,000         1,000,000
       1997                   1,015,900      1,008,700           985,500
       1998                   1,136,995      1,210,440         1,113,812
       1999                   2,114,015      1,536,775         1,953,738

Note: Past performance is not predictive of future performance.


Mortgage-Backed Securities Portfolio

Over the last 15 months  the  Federal  Reserve  has  lowered  interest  rates to
stabilize the global financial turmoil, only to reverse course and start raising
rates as markets stabilized and global growth resumed.  Fund managers view these
Federal  Reserve  actions as the equivalent of a doctor  prescribing  aspirin to
treat the economic patient. These are mild treatments,  needed to keep inflation
low and growth reasonable.

On an absolute basis, the returns for the Mortgage-Backed  Securities  Portfolio
for the year were poor. Fixed income securities had no momentum, especially with
the Fed raising  interest  rates.  This was especially  true during  December as
investors  poured money into fast moving growth  stocks and out of  fixed-income
securities.

The Portfolio  underperformed both the Lipper U.S. Mortgage Fund Average and the
Lehman Brothers Mortgage Index, primarily due to its slightly longer duration.

Fund managers  continue to believe the  Portfolio  will do well into the future.
Quality,  liquidity,  lack of credit volatility and the participation of certain
federal  agencies  are  cited  as the key  drivers.  Agency  participation  is a
significant  factor.  The Federal  National  Mortgage  Association  ("FNMA") and
Federal  Home Loan  Mortgage  Corporation  ("FHLMC")  are two major  issuers  of
mortgage-backed  securities  "MBS."  As  stock  companies,  they are  driven  by
stockholders and the price of their stock. In order to grow earnings in the face
of  declining  new issue MBS  (typically  they earn their  income by issuing new
MBS), they are arbitraging more of the outstanding MBS. These agencies arbitrage
by issuing debt and buying MBS to earn the "spread" for their stockholders. FNMA
and FHLMC are expected to buy 60% of net MBS issuance in 2000, strengthening the
MBS market.

The Portfolio continues to hold more discount MBS securities than the Lehman MBS
index  (this  leads  to a bias of  longer  duration)  as  managers  believe  the
homeowner's  propensity to refinance and the mortgage banker's technology driven
inducement to refinance  loans puts great risk on  securities  priced above par.
This is especially  true in a market when overall  volume is declining as higher
interest rates impact both new and existing home markets.

The Portfolio is expected to stay close to its duration benchmarks. Currently it
is a little long but is expected to be duration  neutral soon, and fund managers
patiently wait for the opportunity to strategically lengthen maturities.

Important Notes:

Lehman Brothers Mortgage Index: an unmanaged index of 15- and 30-year fixed rate
securities  backed  by  mortgage  pools  of  the  Government  National  Mortgage
Association (GNMA),  Federal Home Loan Mortgage Corporation (FHLMC), and Federal
National Mortgage Association (FNMA).

Lipper U.S.  Mortgage  Fund  Average:  this  average  consists  of mutual  funds
investing  at least  65% of  their  assets  in  mortgages/securities  issued  or
guaranteed  as to  principal  and  interest by the U.S.  Government  and certain
federal agencies. The one-year average currently contains 62 mutual funds.

Note: Mutual fund data from Lipper Services, Inc.

Comparison of Change in Value of $1.0 Million Investment in the Mortgage-Backed
Securities  Portfolio,  Lipper U.S.  Mortgage  Fund Average and Lehman  Brothers
Mortgage Index.

--------------------------------------------
        Average Annual Total Returns*
          As of December 31, 1999
           1 Year 5 Year 10 Year
           0.30%  8.15%   6.17%**

**  Since Inception Date 5/7/93
--------------------------------------------

                                           Lehman Brothers         Lipper U.S.
                                MBS*           Mortgage           Mortgage Fund
Year Ended December 31,        Value            Index                Average
                             1,000,000        1,000,000             1,000,000
       1993                  1,045,260        1,032,308             1,033,900
       1994                  1,007,869        1,015,688               990,786
       1995                  1,201,901        1,186,323             1,151,591
       1996                  1,252,353        1,249,791             1,196,158
       1997                  1,380,077        1,368,397             1,298,788
       1998                  1,486,863        1,463,637             1,377,754
       1999                  1,491,417        1,490,861             1,386,710

Note: Past performance is not predictive of future performance.


PRICING OF FUND SHARES

Each  Portfolio's  shares are bought and sold at the current  share  price.  The
share price of each Portfolio is calculated each day the New York Stock Exchange
is open.  The share price is determined at the close of business of the Exchange
(normally at 3:00 p.m.  Central Time).  When Princor receives your order to sell
shares,  the share  price  used to fill the order is the next  price  calculated
after the order is placed.

For all Portfolios the share price is calculated by:
o    taking the current market value of the total assets of the Portfolio
o    subtracting liabilities of the Portfolio
o    dividing the remainder by the total number of shares owned

NOTES:
o    If current market values are not readily available for a security, its fair
     value  is  determined  using  a  policy  adopted  by the  Fund's  Board  of
     Directors.
o    The  Portfolio's  securities  may be traded on foreign  securities  markets
     which generally  complete  trading at various times during the day prior to
     the close of the New York Stock Exchange.  The values of foreign securities
     used in computing share price are determined at the time the foreign market
     closes.  Occasionally,  events  affecting  the value of foreign  securities
     occur when the foreign  market is closed and the New York Stock Exchange is
     open. If the Manager believes the market value is materially affected,  the
     share price will be calculated using the policy adopted by the Fund.
o    Foreign  securities  markets  may  trade on days  when  the New York  Stock
     Exchange is closed (such as customary  U.S.  holidays) and the  Portfolio's
     share  price is not  calculated.  As a result,  the value of a  Portfolio's
     assets  may be  significantly  affected  by such  trading  on days when you
     cannot sell shares of the Portfolio.

DIVIDENDS AND DISTRIBUTIONS

The  Portfolios  pay most of their net  dividend  income to you every year.  The
payment schedule is:

<TABLE>
<CAPTION>
     Portfolios                           Record Date                          Payable Date
<S>  <C>                                  <C>                                  <C>
     International Emerging Markets,      three business days before           December 24
     International Securities and         each payable date                    (or previous business day)
     International SmallCap

     Mortgage-Backed Securities           three business days before           last business day of each
                                          each payable date                    month
</TABLE>

Net realized  capital gain for each of the  Portfolios,  if any, are distributed
annually,  on the 24th of December (or the preceding business day if the 24th is
not a business  day) to  shareholders  of record three  business days before the
payable date.  Payments are made to shareholders of record on the third business
day prior to the payable date.  Capital gains may be taxable at different rates,
depending on the length of time that the Portfolio holds its assets.

You can  authorize  income  dividend  and capital  gain  distributions  to be:
o    invested in additional shares of the Portfolio you own; or
o    paid in cash.

NOTE:Distributions  from a Portfolio,  whether received in cash or reinvested in
     additional shares, may be subject to federal (and state) income tax.

     You should consult your tax advisor as to the federal,  state and local tax
     consequences of Portfolio ownership.

OFFERING PRICE OF SHARES

Shares  of the  Portfolios  are no  longer  available  for  purchase  except  to
accommodate reinvestment of distribution of dividends and/or capital gains.

TO SELL SHARES

After you place a sell  order in proper  form,  shares  are sold  using the next
share  price  calculated.  There is no charge  for a sale.  Generally,  the sale
proceeds  are sent out on the next  business  day after the sell  order has been
placed.  At your request,  the check will be sent overnight (a $15 overnight fee
will be deducted from your account unless other  arrangements  are made). A sell
order from one owner is binding on all joint owners.

Payment for shares tendered for redemption is ordinarily made in cash. The Board
of Directors of the Fund may determine, however, that it would be detrimental to
the  remaining  shareholders  to make  payment of a  redemption  order wholly or
partly in cash. The Fund may, therefore, pay the redemption proceeds in whole or
in part by a distribution "in kind" of securities from the portfolio of the Fund
in lieu of cash. If the Fund pays the redemption proceeds in kind, the redeeming
shareholder  might incur  brokerage or other costs in selling the securities for
cash. The Fund will value  securities  used to pay redemptions in kind using the
same  method the Fund uses to value its  portfolio  securities,  describe  above
under "Pricing of Fund Shares."

Selling  shares may create a gain or a loss for federal  (and state)  income tax
purposes.  You should maintain accurate records for use in preparing your income
tax returns.

Generally, sales proceeds checks are:
o    payable to all owners on the account (as shown in the account registration)
     and
o    mailed to address on the  account  (if not  changed  within  last month) or
     previously authorized bank account.

For  other   payment   arrangements,   please  call   Principal   Mutual   Funds
(1-800-521-1502).

You  should  also call  Principal  Mutual  Funds  (1-800-521-1502)  for  special
instructions that may apply to sales from accounts:
o    when an owner has died; or
o    owned by corporations, partnerships, agents or fiduciaries.

Sell shares by mail
o    Send a letter (signed by the owner of the account) to
     Principal Mutual Funds
     P. O. Box 10423
     Des Moines Iowa 50306-9780

o    Specify the Fund and account number.
o    Specify the Portfolio(s).
o    Specify the number of shares or the dollar amount to be sold.
o    A signature guarantee* will be required if the:
     o   account address has been changed within one month of the sell order; or
     o   check is payable to a party  other than the account  shareholder(s)  or
         Principal Life Insurance Company.
         *    If required,  the signature(s)  must be guaranteed by a commercial
              bank,  trust  company,  credit union,  savings and loan,  national
              securities   exchange   member  or  brokerage  firm.  A  signature
              guaranteed by a notary public or savings bank is not acceptable.

Sell shares by telephone* (1-800-521-1502)
o    Address on  account  must not have been  changed  within the last month and
     telephone  privileges  must apply to the account  from which the shares are
     being sold.
o    If our phone lines are busy, you may need to send in a written sell order.
o    To sell shares the same day, the order must be received before the close of
     normal trading on the New York Stock Exchange  (generally 3:00 p.m. Central
     Time).
o    If previously  authorized,  checks can be sent to a shareholder's U.S. bank
     account.
     *   The Fund and  transfer  agent  reserve  the right to  refuse  telephone
         orders to sell shares.  The  shareholder is liable for a loss resulting
         from a fraudulent  telephone order that the Fund reasonably believes is
         genuine. The Fund will use reasonable procedures to assure instructions
         are genuine. If the procedures are not followed, the Fund may be liable
         for loss due to unauthorized or fraudulent transactions. The procedures
         include:  recording all  telephone  instructions,  requesting  personal
         identification information (name, phone number, social security number,
         birth date,  etc.) and sending  written  confirmation to the address on
         the account.

Periodic withdrawal plans

You may set up a periodic withdrawal plan on a monthly, quarterly, semiannual or
annual basis to:
o    sell a fixed number of shares ($100 initial minimum amount), or
o    sell enough shares to provide a fixed amount of money ($100 initial minimum
     amount).
You  can  set  up  a  periodic  withdrawal  plan  by  sending  us  your  written
instructions (and share certificate, if any, issued for the account).

Your periodic  withdrawal plan continues  until:
o    you instruct us to stop, or
o    your Fund account balance is zero.

When you set up the withdrawal plan, you select which day you want the sale made
(if none  selected,  the sale  will be made on the  15th of the  month).  If the
selected date is not a trading day, the sale will take place on the next trading
day (if that day falls in the month after your selected  date,  the  transaction
will take place on the trading  day before  your  selected  date.  If  telephone
privileges  apply  to the  account,  you  may  change  the  date  or  amount  by
telephoning us at 1-800-521-1502.

GENERAL INFORMATION ABOUT A FUND ACCOUNT

Statements
You will receive  quarterly  statements.  The statements  provide the number and
value of shares you own, transactions during the quarter,  dividends declared or
paid and other information.  The year end statement includes information for all
transactions  that took place during the year.  Please review your  statement as
soon as your  receive  it.  Keep  your  statements  as you may need them for tax
reporting purposes.

Generally,  each time you sell or exchange shares between  Portfolios,  you will
receive a confirmation in the mail shortly thereafter.

Certain  sales are only  included on your  quarterly  statement.  These  include
accounts when the only activity during the quarter is:
o    purchase of shares from reinvested dividends and/or capital gains; or
o    sales under a periodic withdrawal plan.

Signature Guarantees
Certain transactions require that your signature be guaranteed. If required, the
signature(s)  must be guaranteed by a commercial  bank,  trust  company,  credit
union,  savings and loan, national securities exchange member or brokerage firm.
A signature  guaranteed  by a notary  public or savings bank is not  acceptable.
Signature guarantees are required:
o    if you sell more than $100,000 from any one Portfolio;
o    if  a  sales   proceeds   check  is  payable  to  other  than  the  account
     shareholder(s), Principal Life Insurance Company or one of its affiliates;
o    to change ownership of an account;
o    to add telephone transaction services and/or wire privileges to an existing
     account;
o    to change bank account  information  designated under an existing telephone
     withdrawal plan;
o    to have a sales  proceeds check mailed to an address other than the address
     on the  account  or to the  address on the  account if it has been  changed
     within the preceding month; and
o    to exchange or transfer among accounts with different ownership.

Special Plans
The Fund reserves the right to amend or terminate the special plans described in
this prospectus.  Such plans include periodic withdrawal for certain purchasers.
You would be notified of any such action to the extent required by law.

Telephone Orders
The Fund reserves the right to refuse telephone instructions. You are liable for
a loss  resulting  from a fraudulent  telephone  instruction  that we reasonably
believe is genuine. We will use reasonable procedures to assure instructions are
genuine.  If the procedures  are not followed,  we may be liable for loss due to
unauthorized or fraudulent transactions.  The procedures include:  recording all
telephone instructions,  requesting personal  identification  information (name,
phone number,  social  security  number,  birth date,  etc.) and sending written
confirmation to the shareholder's address of record.


Financial Statements
You will  receive  annual  financial  statements  for the Fund,  examined by the
Fund's  independent  auditors,  Ernst & Young LLP. That report is a part of this
prospectus.  You will also receive a  semiannual  financial  statement  which is
unaudited.  The  following  financial  highlights  are  derived  from  financial
statements  which were  audited by Ernst & Young LLP,  except for the  financial
highlights for the six months ended June 30, 2000 which are unaudited.



FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
INTERNATIONAL EMERGING
MARKETS PORTFOLIO                                               2000*         1999        1998          1997(a)

<S>                                                         <C>           <C>         <C>            <C>
Net Asset Value, Beginning of Period.......................   $13.23         $8.21      $10.14         $9.94
Income from Investment Operations:
   Net Investment Income...................................      .05           .09         .17           .01
   Net Realized and Unrealized Gain (Loss) on Investments..    (.83)          5.10      (1.91)           .21

                           Total from Investment Operations    (.78)          5.19      (1.74)           .22
Less Dividends and Distributions:
   Dividends from Net Investment Income....................    (.08)         (.09)       (.17)         (.02)
   Excess Distributions from Net Investment Income.........       --         (.08)          --            --
   Distributions from Capital Gains........................      --            --       (.02)            --

                          Total Dividends and Distributions    (.08)         (.17)       (.19)         (.02)

Net Asset Value, End of Period.............................   $12.37        $13.23       $8.21        $10.14

Total Return                                                 (5.91)%(b)     63.37%    (17.21)%         1.40%(b)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)................ $121,821      $129,575     $79,481       $32,488
   Ratio of Expenses to Average Net Assets.................    1.15%(c)      1.15%       1.15%         1.15%(c)
   Ratio of Net Investment Income to Average Net Assets....     .53%(c)       .94%       2.11%          .91%(c)
   Portfolio Turnover Rate.................................   128.3%(c)     107.5%       36.5%         12.3%(c)
</TABLE>


<TABLE>
<CAPTION>
INTERNATIONAL SECURITIES PORTFOLIO                              2000*         1999        1998          1997         1996       1995

<S>                                                          <C>           <C>         <C>           <C>          <C>        <C>
Net Asset Value, Beginning of Period.......................   $16.64        $14.90      $14.45        $13.67       $11.70     $11.29
Income from Investment Operations:
   Net Investment Income...................................      .11           .40         .24           .24          .31        .19
   Net Realized and Unrealized Gain on Investments.........      .12          3.60        1.12          1.46         2.46       1.11

                           Total from Investment Operations      .23          4.00        1.36          1.70         2.77       1.30
Less Dividends and Distributions:
   Dividends from Net Investment Income....................    (.03)         (.41)       (.23)         (.24)        (.16)      (.10)
   Excess Distributions from Net Investment Income.........       --            --          --           --         (.07)      (.07)
   Distributions from Capital Gains........................       --        (1.66)       (.68)         (.68)        (.57)      (.72)
   Excess Distributions from Capital Gains.................       --         (.19)          --            --           --         --

                          Total Dividends and Distributions    (.03)        (2.26)       (.91)         (.92)        (.80)      (.89)

Net Asset Value, End of Period.............................   $16.84        $16.64      $14.90        $14.45       $13.67    $11.70

Total Return...............................................    1.37%(b)     27.89%       9.55%        12.55%       24.12%     12.02%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)................  $57,956       $61,341     $47,912       $37,684      $28,161    $17,251
   Ratio of Expenses to Average Net Assets.................     .90%(c)       .90%        .90%          .90%         .90%       .90%
   Ratio of Net Investment Income to Average Net Assets        1.33%(c)      2.74%       1.60%         1.73%        1.90%      1.79%
   Portfolio Turnover Rate.................................   102.3%(c)      71.4%       36.7%         30.8%        25.5%      46.0%
</TABLE>

*  Six Months Ended June 30, 2000, unaudited

<TABLE>
<CAPTION>
INTERNATIONAL SMALLCAP PORTFOLIO                                2000*         1999        1998          1997(a)

<S>                                                         <C>           <C>          <C>           <C>
Net Asset Value, Beginning of Period.......................   $18.84        $11.06       $9.97         $9.86
Income from Investment Operations:
   Net Investment Income (Operating Loss)..................      .03         (.01)         .07           .01
   Net Realized and Unrealized Gain on Investments.........      .13          9.25        1.11           .12

                           Total from Investment Operations      .16          9.24        1.18           .13
Less Dividends and Distributions:
   Dividends from Net Investment Income....................       --            --       (.07)         (.02)
   Distributions from Capital Gains........................   (1.88)        (1.46)       (.02)            --

                          Total Dividends and Distributions   (1.88)        (1.46)       (.09)         (.02)

Net Asset Value, End of Period.............................   $17.12        $18.84      $11.06         $9.97

Total Return...............................................     .09%(b)     85.93%      11.92%         1.59%(b)

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)...............  $155,077      $154,892     $83,330       $31,968
   Ratio of Expenses to Average Net Assets.................    1.00%(c)      1.00%       1.00%         1.00%(c)
   Ratio of Net Investment Income (Operating Loss)
     to Average Net Assets.................................     .34%(c)     (.06)%        .78%          .91%(c)
   Portfolio Turnover Rate.................................   370.1%(c)     236.3%       88.5%         30.3%(c)
</TABLE>


<TABLE>
MORTGAGE-BACKED SECURITIES PORTFOLIO                            2000*         1999        1998          1997         1996       1995

<S>                                                           <C>           <C>        <C>           <C>          <C>        <C>
Net Asset Value, Beginning of Period.......................    $9.79        $10.39      $10.27         $9.93       $10.17      $9.11
Income from Investment Operations:
   Net Investment Income...................................      .33           .63         .65           .64          .64        .65
Net Realized and Unrealized Gain (Loss) on Investments.          .01         (.60)         .12           .34        (.24)       1.06

                           Total from Investment Operations      .34           .03         .77           .98          .40       1.71

Less Dividends from Net Investment Income .................    (.33)          (.63)      (.65)         (.64)        (.64)      (.65)

Net Asset Value, End of Period.............................    $9.80         $9.79      $10.39        $10.27        $9.93     $10.17

Total Return...............................................    3.51%(b)       .30%       7.74%        10.18%        4.20%     19.26%

Ratio/Supplemental Data:
   Net Assets, End of Period (in thousands)................   $5,223        $5,045     $14,861       $13,796      $14,968    $14,253
   Ratio of Expenses to Average Net Assets.................     .45%(c)       .45%        .45%          .45%         .45%       .45%
Ratio of Net Investment Income to Average Net Assets.......    6.81%(c)      6.24%       6.28%         6.37%        6.51%      6.66%
Portfolio Turnover Rate....................................   20.51%(c)      17.0%       13.8%         15.5%        28.7%      41.8%
</TABLE>

*  Six Months Ended June 30, 2000, unaudited

Notes to Financial Highlights

(a)  Period from  November  26, 1997,  date shares first  offered to the public,
     through  December 31, 1997. Net  investment  income,  aggregating  $.02 per
     share for the  International  Emerging Markets Portfolio and $.01 per share
     for the  International  SmallCap  Portfolio for the period from the initial
     purchase of shares on November  17, 1997 through  November  25,  1997,  was
     recognized,  none  of  which  was  distributed  to  the  sole  shareholder,
     Principal Life Insurance  Company.  Additionally,  the portfolios  incurred
     unrealized  losses  on  investments  of $.08 per  share  and $.15 per share
     respectively, during the interim period. This represents activities of each
     portfolio prior to the initial offering.

(b)  Total return amounts have not been annualized.

(c)  Computed on an annualized basis.




Additional  information  about  the  Fund  is  available  in  the  Statement  of
Additional  Information  dated April 3, 2000 as revised through December 6, 2000
and which is part of this prospectus.  Information about the Fund's  investments
is also available in the Fund's annual and semi-annual  reports to shareholders.
The Statement of Additional  Information and annual and semi-annual  reports can
be obtained free of charge by writing or telephoning  Princor Financial Services
Corporation, P.O. Box 10423, Des Moines, IA 50306. Telephone 1-800-451-5447.


Information  about the Fund can be  reviewed  and copied at the  Securities  and
Exchange  Commission's Public Reference Room in Washington,  D.C. Information on
the  operation  of the public  reference  room may be  obtained  by calling  the
Commission at  1-800-SEC-0330.  Reports and other information about the Fund are
available on the  Commission's  internet site at  http://www.sec.gov.  Copies of
this information may be obtained,  upon payment of a duplicating fee, by writing
the Public Reference Section of the Commission, Washington, D.C. 20549-6009.

The U.S. Government does not insure or guarantee an investment in the Fund.

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



                Principal Investors Fund, Inc. SEC File 811-07572
>




                         PRINCIPAL INVESTORS FUND, INC.
                (previously Principal Special Markets Fund, Inc.)


                       Statement of Additional Information


                             dated December 6, 2000






This  Statement of  Additional  Information  is not a  prospectus,  but contains
additional  information that should be read in conjunction with the prospectuses
dated December 6, 2000 for the Fund listed above, as  supplemented  from time to
time. Additionally,  this Statement of Additional Information  incorporates,  by
reference,  the financial statements included in the shareholder report relating
to the Fund dated December 31, 1999. The prospectuses and financial  statements,
including the independent  accountants'  report thereon,  are available  without
charge.  Please call 1-800-547-7754 to request a copy of any of these documents.
The prospectus may also be viewed on our web site at www.principal.com.


                                TABLE OF CONTENTS


         Fund History......................................................    2
         Description of the Funds' Investments and Risks...................    2
         Management of the Fund............................................   13
         Control Persons and Principal Holders of Securities...............   14
         Investment Advisory and Other Services............................   16
         Multiple Class Structure..........................................   22
         Brokerage Allocation and Other Practices..........................   25
         Purchase, Redemption and Pricing of Shares........................   28
         Taxation of the Fund..............................................   30
         Underwriter.......................................................   30
         Calculation of Performance Data...................................   30
         Financial Statements..............................................   32
         Appendix A........................................................   32


FUND HISTORY

The Principal  Investors Fund is a registered,  open-end  management  investment
company,  commonly  called a mutual  fund.  It was  organized  as the  Principal
Special  Markets Fund, Inc. on January 28, 1993 as a Maryland  corporation.  The
Fund changed its name to Principal Investors Fund effective September 14, 2000.

The Fund consists of multiple  investment  portfolios some of which are referred
to as "Funds".  Each Fund or Portfolio  operates for many purposes as if it were
an  independent  mutual fund.  Each Fund and  Portfolio  has its own  investment
objective, strategy and management team.

The date of organization of each Portfolio is as follows:
     International Emerging Markets Portfolio           September 17, 1997
     International Securities Portfolio                 January 28, 1993
     International SmallCap Portfolio                   September 17, 1997
     Mortgage-Backed Securities Portfolio               January 28, 1993

The date of organization of the Funds is September 14, 2000.


The International  Emerging  Markets,  International  Securities,  International
SmallCap and Mortgage-Backed  Securities  Portfolios offer only one share class.
Each Fund offers multiple classes of shares with different expenses.  Because of
these different expenses,  the investment  performance of the classes will vary.
For more information,  including your eligibility to purchase certain classes of
shares, call the Principal Investors Fund at 1-800-547-7754.


DESCRIPTION OF THE FUNDS' INVESTMENTS AND RISKS

Fund Policies
The investment  objectives,  principal investment policies and the main risks of
each Fund and  Portfolio  are  described in the  Prospectus.  This  Statement of
Additional  Information  ("SAI") contains  supplemental  information about those
policies  and  risks  and  the  types  of  securities  each   Fund's/Portfolio's
Sub-Advisor  can  select.  Additional  information  is also  provided  about the
strategies that the Fund/Portfolio may use to try to achieve its objective.

The  composition of each  Fund/Portfolio  and the techniques and strategies that
the  Fund's/Portfolio's  Sub-Advisor  may use in selecting  securities will vary
over  time.  A  Fund/Portfolio  is not  required  to use  all of the  investment
techniques and strategies available to it in seeking its goals.

Unless otherwise indicated,  with the exception of the percentage limitations on
borrowing,  the  restrictions  apply at the time  transactions are entered into.
Accordingly,  any later  increase or decrease  beyond the specified  limitation,
resulting from market fluctuations or in a rating by a rating service,  does not
require elimination of any security from the portfolio.


Except as described below as "Fundamental Restrictions," the investment policies
described  in this  SAI  and the  prospectuses  are not  fundamental  and may be
changed by the Board of Directors without shareholder approval.  The Fundamental
Restrictions  may not be changed without a vote of a majority of the outstanding
voting securities of the affected Fund/Portfolio.  The Investment Company Act of
1940,  as  amended  ("1940  Act")  provides  that "a vote of a  majority  of the
outstanding voting securities" of a Fund/Portfolio means the affirmative vote of
the lesser of (1) more than 50% of the outstanding shares, or (2) 67% or more of
the  shares  present  at  a  meeting  if  more  than  50%  of  the   outstanding
Fund/Portfolio shares are represented at the meeting in person or by proxy. Each
share has one vote, with fractional shares voting proportionately. Shares of all
classes of a  Fund/Portfolio  will vote  together as a single  class except when
otherwise required by law or as determined by the Board of Directors.

Fund Investment Limitations
Fundamental Restrictions
The  following  investment   limitations  of  the  Balanced,   Bond  &  Mortgage
Securities,  European,  Government  Securities,  High Quality  Intermediate-Term
Bond, High Quality Long-Term Bond, High Quality  Short-Term Bond,  International
I, International II,  International  Emerging Markets,  International  SmallCap,
LargeCap Blend, LargeCap Growth,  LargeCap S&P 500 Index, LargeCap Value, MidCap
Blend, MidCap Growth, MidCap S&P 400 Index, MidCap Value, Money Market,  Pacific
Basin,  Partners  LargeCap Blend,  Partners LargeCap Growth I, Partners LargeCap
Growth II,  Partners  LargeCap Value,  Partners  MidCap Growth,  Partners MidCap
Value,  Partners  SmallCap  Growth I, Partners  SmallCap Growth II, Real Estate,
SmallCap Blend,  SmallCap  Growth,  SmallCap  Value,  SmallCap S&P 600 Index and
Technology Funds are the fundamental investment limitations. Each Fund may not:


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

(2)  Invest in physical  commodities or commodity  contracts (other than foreign
     currencies),  but it may purchase  and sell  financial  futures  contracts,
     options  on  such  contracts,  swaps  and  securities  backed  by  physical
     commodities.

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

(4)  Borrow  money,  except that it may (a) borrow from banks (as defined in the
     1940 Act, as amended) or other  financial  institutions  or through reverse
     repurchase  agreements  in  amounts  up to 33  1/3%  of  its  total  assets
     (including the amount borrowed);  (b) to the extent permitted by applicable
     law,  borrow up to an  additional  5% of its  total  assets  for  temporary
     purposes;  (c)  obtain  short-term  credits  as may be  necessary  for  the
     clearance of purchases and sales of portfolio securities;  and (d) purchase
     securities on margin to the extent permitted by applicable law (the deposit
     or  payment  of margin in  connection  with  transactions  in  options  and
     financial  futures  contracts is not  considered  purchase of securities on
     margin).

(5)  Make loans, except that the Fund may (a) purchase and hold debt obligations
     in accordance with its investment  objectives and policies;  (b) enter into
     repurchase  agreements;  and (c)  lend  its  portfolio  securities  without
     limitation against  collateral  (consisting of cash or liquid assets) equal
     at all times to not less than 100% of the value of the  securities  loaned.
     This limit does not apply to purchases  of debt  securities  or  commercial
     paper.

(6)  Invest more than 5% of its total assets in the securities of any one issuer
     (other  than  obligations   issued  or  guaranteed  by  the  United  States
     Government or its agencies or  instrumentalities) or purchase more than 10%
     of the outstanding  voting  securities of any one issuer,  except that this
     limitation  shall apply only with respect to 75% of the total assets of the
     Fund.

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


(8)  Concentrate  its  investments in any particular  industry,  except that the
     Fund may  invest  up to 25% of the  value of its  total  assets in a single
     industry,  provided that,  when the Fund has adopted a temporary  defensive
     posture, there shall be no limitation on the purchase of obligations issued
     or  guaranteed  by  the  United  States   Government  or  its  agencies  or
     instrumentalities.  This restriction applies to the LargeCap S&P 500 Index,
     MidCap S&P 400 Index and  SmallCap S&P 600 Index Funds except to the extent
     that the related Index also is so  concentrated.  This restriction does not
     apply to the Real Estate or Technology Funds.


(9)  Sell  securities  short  (except  where the Fund  holds or has the right to
     obtain at no added cost a long position in the securities  sold that equals
     or exceeds the securities sold short).


Non-Fundamental Restrictions
The  following  investment  limitations  for  the  Balanced,   Bond  &  Mortgage
Securities,  European,  Government  Securities,  High Quality  Intermediate-Term
Bond, High Quality Long-Term Bond, High Quality  Short-Term Bond,  International
I, International II,  International  Emerging Markets,  International  SmallCap,
LargeCap Blend, LargeCap Growth,  LargeCap S&P 500 Index, LargeCap Value, MidCap
Blend, MidCap Growth, MidCap S&P 400 Index, MidCap Value, Money Market,  Pacific
Basin,  Partners  LargeCap Blend,  Partners LargeCap Growth I, Partners LargeCap
Growth II,  Partners  LargeCap Value,  Partners  MidCap Growth,  Partners MidCap
Value,  Partners  SmallCap Growth Fund I, Partners SmallCap Growth Fund II, Real
Estate,  SmallCap Blend, SmallCap Growth, SmallCap Value, SmallCap S&P 600 Index
and Technology  Funds are not  fundamental  and may be changed,  by the Board of
Directors, without shareholder approval. Each Fund may not:


(1)  Invest  more  than 15% of its net  assets  in  illiquid  securities  and in
     repurchase agreements maturing in more than seven days except to the extent
     permitted by applicable law.

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

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


(4)  Invest more than 25% of its assets in foreign  securities,  except that the
     European,   International  I,  International  II,  International   Emerging
     Markets,  International  SmallCap,  Pacific Basin and Technology Funds each
     may invest up to 100% of its assets in foreign securities, the LargeCap S&P
     500 Index,  MidCap S&P 400 Index and  SmallCap S&P 600 Index Funds each may
     invest in foreign  securities  to the extent that the relevant  index is so
     invested, and Government Securities may not invest in foreign securities.


(5)  Enter into (a) any futures  contracts and related options for non-bona fide
     hedging purposes within the meaning of Commodity Futures Trading Commission
     (CFTC) regulations if the aggregate initial margin and premiums required to
     establish  such  positions  will exceed 5% of the fair market  value of the
     Fund's net  assets,  after  taking  into  account  unrealized  profits  and
     unrealized  losses on any such  contracts it has entered into;  and (b) any
     futures contracts if the aggregate amount of such Fund's  commitments under
     outstanding  futures  contracts  positions would exceed the market value of
     its total assets.  This restriction does not apply to the Partners LargeCap
     Blend and Partners SmallCap Growth II Funds.

(6)  Invest more than 5% of its total assets in real estate limited  partnership
     interests or real estate investment trusts. This restriction does not apply
     to the Partners LargeCap Blend, Partners SmallCap Growth II, Real Estate,
     SmallCap Blend and SmallCap Value Funds.

(7)  Acquire  securities of other investment  companies,  except as permitted by
     the 1940  Act,  or any  rule,  order or  interpretation  thereunder,  or in
     connection  with a merger,  consolidation,  reorganization,  acquisition of
     assets  or an  offer of  exchange.  The Fund  may  purchase  securities  of
     closed-end  investment companies in the open market where no underwriter or
     dealer's commission or profit,  other than a customary broker's commission,
     is involved.

Portfolio Investment Limitations
Fundamental Restrictions
The following  investment  limitations of the  International  Emerging  Markets,
International Securities,  International SmallCap and Mortgage-Backed Securities
Portfolios are the fundamental investment  limitations.  Each Portfolio will not
(unless specifically excepted):

(1)  With respect to 75% of its total  assets,  purchase the  securities  of any
     issuer if the purchase  would cause more than 5% of the total assets of the
     Portfolio to be invested in the  securities  of any one issuer  (other than
     securities  issued or  guaranteed  by the United  States  Government or its
     agencies or  instrumentalities)  or cause more than 10% of the  outstanding
     voting securities of any one issuer to be held by the Portfolio.

(2)  Borrow money,  except (a) for temporary or emergency  purposes in an amount
     not to exceed 5% of the value of the  Portfolio's  total assets at the time
     of the  borrowing  and (b) for any  purpose  from banks in an amount not to
     exceed  one-third of the  Portfolio's  total assets  (including  the amount
     borrowed)  less all  liabilities  and  indebtedness  other than  borrowings
     deemed to be senior securities.

(3)  Issue any senior  securities  as defined in the 1940 Act.  For  purposes of
     this restriction,  purchasing and selling securities,  currency and futures
     contracts and options and borrowing money in accordance  with  restrictions
     described herein do not involve the issuance of a senior security.

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

(5)  Concentrate  its  investments  in any  particular  industry or  industries,
     except that the  Portfolio may invest not more than 25% of the value of its
     total  assets  in a single  industry.  For  purposes  of this  restriction,
     foreign government and supranational  issuers are not considered members of
     any industry.

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

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

(8)  Make  loans,  except  that the  Portfolio  may (i)  purchase  and hold debt
     obligations in accordance with its investment objectives and policies, (ii)
     enter into repurchase  agreements,  and (iii) lend its portfolio securities
     but not in excess of 33% of the value of its total  assets.  The deposit of
     underlying  securities  and other  assets in  escrow  and other  collateral
     arrangements in connection with options,  currency and futures transactions
     are not deemed to be the making of loans.

Non-Fundamental Restrictions
Each Portfolio will not (unless specifically excepted):

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

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

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

(4)  Purchase puts, calls, straddles, spreads, or any combination thereof, if by
     reason  thereof the value of its  aggregate  investment  in such classes of
     securities will exceed 5% of its total assets.  Options will be used solely
     for hedging purposes, not for speculation.

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


(6   Acquire  securities of other investment  companies,  except as permitted by
     the 1940  Act,  or any  rule,  order or  interpretation  thereunder,  or in
     connection  with a merger,  consolidation,  reorganization,  acquisition of
     assets or an offer of exchange.  The Portfolio  may purchase  securities of
     closed-end  investment companies in the open market where no underwriter or
     dealer's commission or profit,  other than a customary broker's commission,
     is involved.


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

(8)  Purchase  warrants in excess of 5% of its total assets,  of which 2% may be
     invested  in  warrants  that are not  listed on the New York,  American  or
     Toronto  Stock  Exchanges  or the  Chicago  Board  Options  Exchange.  This
     restriction  does not apply to  warrants  included  in units or attached to
     other securities.

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

(10) Purchase  securities of any issuer having less than three years' continuous
     operation (including operations of any predecessors) if such purchase would
     cause the  value of the  Portfolio's  investments  in all such  issuers  to
     exceed 5% of the value of its total assets (this restriction does not apply
     to the Mortgage-Backed Securities Portfolio).

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

(12) Invest in arbitrage transactions.

(13) Invest in mineral leases.

(14) Invest in real estate limited partnership interests.

(15) Invest more than 25% of the value of its total assets (i) in the securities
     issued by a single  foreign  government;  or (ii) in  securities  issued by
     supranational issuers.

The  Manager  will waive its  management  fee on  Portfolio  assets  invested in
securities of other open-end investment companies and will generally invest only
in those open-end  investment  companies that have investment policies requiring
investment in securities comparable to those in which the Portfolio invests.

Security Selection
The Sub-Advisor for the Partners MidCap Growth Fund, Turner Investment Partners,
Inc.  ("Turner"),  selects securities it believes to have strong earnings growth
potential.  Turner seeks to purchase securities that are well diversified across
economic  sectors and to maintain  sector  concentrations  that  approximate the
economic sector  weightings  comprising the Russell Midcap Growth Index (or such
other  appropriate  index  selected  by  Turner).  Any  remaining  assets may be
invested in  securities  issued by smaller  capitalization  companies and larger
capitalization companies,  warrants and rights to purchase common stocks, and it
may  invest up to 10% of its total  assets in ADRs.  Turner  will only  purchase
securities  that are  traded on  registered  exchanges  or the  over-the-counter
market in the U.S.

The  Sub-Advisor  for the  LargeCap  S&P 500  Index,  MidCap  S&P 400  Index and
SmallCap S&P 600 Index  Funds,  Invista  Capital  Management,  LLC  ("Invista"),
allocates Fund assets in  approximately  the same weight as the relevant  index.
Invista may exclude or remove a stock from the Fund if  extraordinary  events or
financial  conditions  lead it to believe  that such stock should not be part of
the Fund's assets. Fund assets may be invested in futures and options.

The Sub-Advisor for the European, International II, Pacific Basin and Technology
Funds, BT Funds Management  (International)  Limited ("BT"),  uses a disciplined
active  investment  process.  The cornerstone of this process is the belief that
investment  markets are not always efficient and that investment  outperformance
can be achieved with superior research and analysis.  BT's proprietary  research
process  allows  fund  managers  and  analysts to  identify  quality  investment
opportunities before they are widely recognized by the market,  investments that
will potentially add value to portfolios,  creating wealth for clients.  It is a
global   approach,   developed   over  time  to  recognize   the   international
interdependence of markets.


Morgan Stanley Asset  Management  ("Morgan  Stanley"),  the  Sub-Advisor for the
Partners LargeCap Growth Fund I follows a flexible investment program in looking
for companies with above average capital appreciation potential. The Sub-Advisor
focuses on companies  with  consistent  or rising  earnings  growth  records and
compelling  business  strategies.  The  Sub-Advisor  continually  and rigorously
studies company developments,  including business strategy, management focus and
financial  results,  to identify  companies  with  earnings  growth and business
momentum. In addition,  the Sub-Advisor closely monitors analysts'  expectations
to identify  issuers that have the  potential  for positive  earnings  surprises
versus consensus  expectations.  In its selection of securities for the Partners
LargeCap  Growth Fund I, Morgan Stanley  considers  valuation to be of secondary
importance  and viewed in the  context of  prospects  for  sustainable  earnings
growth  and the  potential  for  positive  earnings  surprises  in  relation  to
consensus expectations.


Neuberger Berman Management Inc. ("Neuberger  Berman"),  the Sub-Advisor for the
Partners  MidCap  Value Fund and the  Partners  SmallCap  Growth Fund I, selects
equity  securities  using the same three basic steps but may utilize  these same
steps in reverse order.

Selection  of equity  securities  for the other  Funds  are made  based  upon an
approach described broadly as  "company-by-company"  fundamental  analysis.  The
steps  involved  in this  analysis  are:
o    continuing  study of basic  economic  factors in an effort to conclude what
     the future  general  economic  climate is likely to be over the next one to
     two years;
o    given some  conviction as to the likely economic  climate,  the Sub-Advisor
     attempts to identify the prospects for the major industrial, commercial and
     financial segments of the economy. By looking at such factors as demand for
     products,   capacity  to  produce,   operating  costs,  pricing  structure,
     marketing  techniques,  adequacy of raw materials and components,  domestic
     and  foreign  competition,  and  research  productivity,   the  Sub-Advisor
     evaluates the  prospects  for each  industry for the near and  intermediate
     term; and
o    determinations   are  made  regarding  earnings  prospects  for  individual
     companies  within each  industry by  considering  the same types of factors
     described above.  These earnings prospects are evaluated in relation to the
     current price of the securities of each company.

The Investment Strategies and Risks
Restricted Securities
Generally,  restricted  securities are not readily  marketable  because they are
subject to legal or contractual  restrictions upon resale. They are sold only in
a public offering with an effective  registration  statement or in a transaction
that is exempt from the registration requirements of the Securities Act of 1933.
When registration is required,  a Fund/Portfolio  may be obligated to pay all or
part of the registration  expenses and a considerable  period may elapse between
the  time  of the  decision  to sell  and the  time  the  Fund/Portfolio  may be
permitted  to  sell a  security.  If,  during  such  a  period,  adverse  market
conditions  were to develop,  the  Fund/Portfolio  might obtain a less favorable
price than  existed  when it decided to sell.  Restricted  securities  and other
securities not readily marketable are priced at fair value as determined in good
faith by, or under the direction, of the Board of Directors.

Each of the Funds/Portfolios  has adopted an investment  restriction that limits
its  investment in illiquid  securities  to 15% of its net assets.  The Board of
Directors  has  adopted  procedures  to  determine  the  liquidity  of Rule 4(2)
short-term  paper and of  restricted  securities  under  Rule  144A.  Securities
determined to be liquid under these procedures are excluded from this limit.

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

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

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

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

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

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

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

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

Depositary Receipts
Depositary  Receipts are  generally  subject to the same sort of risks as direct
investments in a foreign country, such as, currency risk, political and economic
risk,  and market risk,  because  their values  depend on the  performance  of a
foreign  security   denominated  in  its  home  currency.   For  purposes  of  a
Fund's/Portfolio's investment policies,  investments in Depositary Receipts will
be considered to be investments in the underlying securities.

The Funds that may invest in foreign securities may invest in:
o    American Depositary Receipts ("ADRs") - receipts issued by an American bank
     or trust company evidencing ownership of underlying  securities issued by a
     foreign issuer. They are designed for use in U.S. securities markets.
o    European  Depositary  Receipts  ("EDRs")  and  Global  Depositary  Receipts
     ("GDRs") - receipts typically issued by a foreign financial  institution to
     evidence an arrangement similar to that of ADRs.

Depositary  Receipts  may be issued by  sponsored or  unsponsored  programs.  In
sponsored  programs,  an issuer  has made  arrangements  to have its  securities
traded in the form of Depositary Receipts. In unsponsored  programs,  the issuer
may not be directly involved in the creation of the program. Although regulatory
requirements  with respect to sponsored and  unsponsored  programs are generally
similar, in some cases it may be easier to obtain financial  information from an
issuer  that  has   participated  in  the  creation  of  a  sponsored   program.
Accordingly,  there  may be less  information  available  regarding  issuers  of
securities  of  underlying   unsponsored  programs,  and  there  may  not  be  a
correlation between the availability of such information and the market value of
the Depositary Receipts.


Short-term investments
Each  Fund/Portfolio may hold short-term  investments  consisting of foreign and
domestic:
o    short-term  obligations  of  sovereign  governments,   their  agencies  and
     instrumentalities, or political subdivisions;
o    other short-term debt securities;
o    commercial paper;
o    bank  obligations,  certificates  of deposit,  time  deposits  and bankers'
     acceptances; and
o    repurchase agreements.


Securities of Small Companies
The  Funds/Portfolios may invest in securities of companies with small or medium
market capitalizations. Market capitalization is defined as total current market
value of a company's  outstanding  common stock.  Investment in a company with a
smaller market  capitalization  may involve  greater risks and price  volatility
(wide,  rapid  fluctuations)  than investment in a larger,  more mature company.
Smaller companies may be less mature than older companies. At this earlier stage
of  development,  the companies may have limited  product lines,  reduced market
liquidity  for  their  shares,  limited  financial  resources  or less  depth in
management than larger or more established companies. Smaller companies also may
be less significant  factors within their industries and may be at a competitive
disadvantage relative to their larger competitors.  Small company stocks may, to
a degree,  fluctuate independently of large company stocks. Small company stocks
may decline in price as large company  stocks rise, or rise in price while large
company stocks decline. Investors should, therefore,  expect the net asset value
of a  Fund/Portfolio  that  invests a  substantial  portion of its net assets in
small company  stocks may be more  volatile than the shares of a  Fund/Portfolio
that invests solely in large company stocks.

Unseasoned Issuers
Each of the Funds/Portfolios may invest in the securities of unseasoned issuers.
Unseasoned  issuers  are  companies  with a  record  of less  than  three  years
continuous  operations,  including the operations of  predecessors  and parents.
Unseasoned  issuers, by their nature, have only a limited operating history that
can be  used  for  evaluating  the  company's  growth  prospects.  As a  result,
investment  decisions  for these  securities  may place a  greater  emphasis  on
current  or planned  product  lines and the  reputation  and  experience  of the
company's  management  and less emphasis on fundamental  valuation  factors than
would be the case for more mature growth companies. In addition, many unseasoned
issuers  may also be small  companies.  Their  securities  may be subject to the
risks and price  volatility  associated  with  securities of smaller  companies.
While smaller  companies may be subject to these additional risks, they may also
realize more substantial growth than larger or more established companies.


High-Yield/High-Risk Bonds
The  Balanced  and Bond & Mortgage  Securities  Funds may invest up to 5% of its
assets in bonds that are rated below investment  grade (e.g.,  bonds rated BB or
lower by Standard & Poor's Ratings Services or Ba or lower by Moody's  Investors
Service,  Inc.). Lower rated bonds involve a higher degree of credit risk, which
is the risk that the issuer will not make  interest or principal  payments  when
due.  In the  event of an  unanticipated  default,  a Fund  would  experience  a
reduction  in its income and could  expect a decline in the market  value of the
bonds  so  affected.  The  Balanced,  Bond  &  Mortgage  Securities,  Government
Securities, High Quality Intermediate-Term Bond, High Quality Long-Term Bond and
High Quality  Short-Term  Bond Funds may also invest in unrated bonds of foreign
and domestic issuers. Unrated bonds, while not necessarily of lower quality than
rated bonds,  may not have as broad a market.  Because of the size and perceived
demand of the issue, among other factors,  certain  municipalities may not incur
the  expense  of  obtaining  a  rating.   The   Sub-Advisor   will  analyze  the
creditworthiness  of the issuer,  as well as any financial  institution or other
party  responsible for payments on the bond, in determining  whether to purchase
unrated  bonds.  Unrated  bonds will be  included  in the 35% limit of each Fund
unless the Sub-Advisor  deems such securities to be the equivalent of investment
grade bonds.


Mortgage- and Asset-Backed Securities
The yield characteristics of the mortgage- and asset-backed  securities in which
the  Bond  &  Mortgage   Securities,   Government   Securities,   High   Quality
Intermediate-Term   Bond  and  High  Quality   Long-Term   Bond  Funds  and  the
Mortgage-Backed Securities Portfolio may invest differ from those of traditional
debt securities. Among the major differences are that the interest and principal
payments are made more  frequently  on  mortgage-  and  asset-backed  securities
(usually  monthly)  and that  principal  may be prepaid at any time  because the
underlying  mortgage loans or other assets generally may be prepaid at any time.
As a result, if the  Fund/Portfolio  purchases those securities at a premium,  a
prepayment  rate that is faster than expected  will reduce their yield,  while a
prepayment  rate that is slower than expected  will have the opposite  effect of
increasing  yield.  If  the  Fund/Portfolio  purchases  these  securities  at  a
discount,  faster than expected  prepayments  will  increase,  while slower than
expected prepayments will reduce their yield. Amounts available for reinvestment
by the  Fund/Portfolio  are  likely to be greater  during a period of  declining
interest  rates and, as a result,  are likely to be reinvested at lower interest
rates than during a period of rising interest rates.

In general,  the prepayment  rate for  mortgage-backed  securities  decreases as
interest  rates rise and  increases  as  interest  rates fall.  However,  rising
interest rates will tend to decrease the value of these securities. In addition,
an increase in interest rates may affect the  volatility of these  securities by
effectively changing a security that was considered a short-term security at the
time of  purchase  into a long-term  security.  Long-term  securities  generally
fluctuate  more widely in  response to changes in interest  rates than short- or
medium-term securities.

The market for privately issued mortgage- and asset-backed securities is smaller
and less liquid than the market for U.S. government mortgage-backed  securities.
A collateralized  mortgage obligation ("CMO") may be structured in a manner that
provides a wide variety of investment characteristics (yield, effective maturity
and interest rate  sensitivity).  As market  conditions  change,  and especially
during  periods of rapid market  interest rate changes,  the ability of a CMO to
provide the anticipated  investment  characteristics  may be greatly diminished.
Increased market volatility and/or reduced liquidity may result.

Zero-coupon securities
The   Funds/Portfolios  may  invest  in  zero-coupon   securities.   Zero-coupon
securities are "stripped" U.S. Treasury notes and bonds. They usually trade at a
substantial  discount from their face (par) value.  Zero-coupon  securities  are
subject to greater market value  fluctuations  in response to changing  interest
rates than debt obligations of comparable  maturities that make distributions of
interest in cash.

Derivatives
The  Funds/Portfolios  may  invest  in  various  instruments  commonly  known as
"derivatives."  Generally a derivative is a financial arrangement,  the value of
which is based on, or "derived"  from, a traditional  security,  asset or market
index.  Some  derivatives,   such  as  mortgage-related  or  other  asset-backed
securities, are in many respects like any other investment. However, they may be
more volatile or less liquid than more traditional debt securities.

There are many  different  types of  derivatives  and many different ways to use
them.  There is a range of risks associated with those uses.  Futures  contracts
and options are commonly  used for  traditional  hedging  purposes to attempt to
protect an  investor  from  exposure to changes in  interest  rates,  securities
prices or currency  exchange  rates.  They may also be used for cash  management
purposes as a low cost method of gaining  exposure  to a  particular  securities
market without investing directly in those securities. However, some derivatives
are used for leverage which tends to magnify the effect of an instrument's price
changes as market conditions change. Leverage involves the use of a small amount
of  money to  control  a large  amount  of  financial  assets.  It can,  in some
circumstances, lead to significant losses. The Sub-Advisor uses derivatives only
in  circumstances  in which it believes  they offer the most  economic  means of
improving the risk/reward profile level of the Fund/Portfolio.  Derivatives will
not be used to  increase  portfolio  risk above the level that could be achieved
using only traditional  investment  securities or to acquire exposure to changes
in the value of assets or indices that by themselves  would not be purchased for
the  Fund/Portfolio.  The use of  derivatives  for  non-hedging  purposes may be
considered speculative.

Securities Lending
The  Funds/Portfolios  may  lend  their  portfolio   securities.   None  of  the
Funds/Portfolios will lend its portfolio securities if as a result the aggregate
of such loans made by the Fund/Portfolio  would exceed the limits established by
the  1940  Act.   Fund/Portfolio   securities   may  be  lent  to   unaffiliated
broker-dealers and other unaffiliated  qualified financial institutions provided
that such loans are  callable at any time on not more than five  business  days'
notice and that cash or liquid assets equal to at least 100% of the market value
of the securities  loaned,  determined  daily, is deposited by the borrower with
the  Fund/Portfolio  and is maintained  each business day. While such securities
are on loan, the borrower pays the  Fund/Portfolio  any income accruing thereon.
The  Fund/Portfolio  may invest any cash collateral  thereby earning  additional
income,  and  may  receive  an  agreed-upon  fee  from  the  borrower.  Borrowed
securities  must be returned when the loan  terminates.  Any gain or loss in the
market value of the borrowed  securities that occurs during the term of the loan
belongs  to the  Fund/Portfolio  and its  shareholders.  A  Fund/Portfolio  pays
reasonable  administrative,  custodial  and other fees in  connection  with such
loans and may pay a  negotiated  portion of the  interest  earned on the cash or
government securities pledged as collateral to the borrower or placing broker. A
Fund/Portfolio does not normally retain voting rights attendant to securities it
has lent,  but may call a loan of  securities  in  anticipation  of an important
vote.

Short Sales
Each  Fund/Portfolio may engage in "short sales against the box." This technique
involves  selling either a security owned by the  Fund/Portfolio,  or a security
equivalent in kind and amount to the security sold short that the Fund/Portfolio
has the right to obtain,  for  delivery  at a specified  date in the  future.  A
Fund/Portfolio  may enter into a short  sale  against  the box to hedge  against
anticipated declines in the market price of portfolio  securities.  If the value
of the securities sold short  increases prior to the scheduled  delivery date, a
Fund/Portfolio loses the opportunity to participate in the gain.

Repurchase and Reverse Repurchase Agreements
The Funds/Portfolios may invest in repurchase and reverse repurchase agreements.
In  a  repurchase   agreement,   a  Fund/Portfolio   purchases  a  security  and
simultaneously  commits to resell that  security to the seller at an agreed upon
price on an agreed  upon date  within a number  of days  (usually  not more than
seven) from the date of  purchase.  The resale  price  consists of the  purchase
price plus an amount  that is  unrelated  to the coupon  rate or maturity of the
purchased security. A repurchase agreement involves the obligation of the seller
to pay the agreed upon price, which obligation is in effect secured by the value
(at  least  equal  to  the  amount  of  the  agreed   upon   resale   price  and
marked-to-market  daily) of the  underlying  security  or  "collateral."  A risk
associated with repurchase agreements is the failure of the seller to repurchase
the securities as agreed,  which may cause a Fund/Portfolio  to suffer a loss if
the market value of such  securities  declines  before they can be liquidated on
the open market.  In the event of  bankruptcy  or  insolvency  of the seller,  a
Fund/Portfolio   may  encounter  delays  and  incur  costs  in  liquidating  the
underlying security.  Repurchase  agreements that mature in more than seven days
are subject to the 15% limit on illiquid  investments.  While it is not possible
to  eliminate  all  risks  from  these  transactions,  it is the  policy  of the
Funds/Portfolios   to  limit  repurchase   agreements  to  those  parties  whose
creditworthiness has been reviewed and found satisfactory by the Sub-Advisor.

A Fund/Portfolio may use reverse repurchase agreements to obtain cash to satisfy
unusually heavy redemption requests or for other temporary or emergency purposes
without the necessity of selling  portfolio  securities,  or to earn  additional
income on portfolio  securities,  such as Treasury bills or notes.  In a reverse
repurchase  agreement,  a Fund/Portfolio  sells a portfolio  security to another
party,  such as a bank or  broker-dealer,  in  return  for  cash and  agrees  to
repurchase  the  instrument  at a  particular  price and  time.  While a reverse
repurchase  agreement is outstanding,  a  Fund/Portfolio  will maintain cash and
appropriate  liquid assets in a custodial  account to cover its obligation under
the  agreement.   The  Funds/Portfolios   will  enter  into  reverse  repurchase
agreements  only with parties that the  Sub-Advisor  deems  creditworthy.  Using
reverse  repurchase  agreements to earn additional income involves the risk that
the  interest  earned on the  invested  proceeds is less than the expense of the
reverse  repurchase  agreement  transaction.  This  technique  may  also  have a
leveraging effect on the Fund/Portfolio,  although the Fund's/Portfolio's intent
to segregate assets in the amount of the reverse repurchase  agreement minimizes
this effect.

When-Issued Securities and Forward Commitments
Each Fund/Portfolio may purchase  when-issued  securities and enter into forward
commitments.  These  transactions  involve a commitment by a  Fund/Portfolio  to
purchase  or sell  securities  at a future  date.  The  price of the  underlying
securities  (usually  expressed  in  terms  of  yield)  and the  date  when  the
securities will be delivered and paid for (the settlement date) are fixed at the
time the transaction is negotiated. When-issued purchases and forward commitment
transactions are negotiated  directly with the other party, and such commitments
are not traded on exchanges.  A  Fund/Portfolio  will  purchase  securities on a
when-issued  basis or purchase or sell securities on a forward  commitment basis
only with the intention of completing the transaction and actually purchasing or
selling the securities.  If deemed advisable as a matter of investment strategy,
however,  a  Fund/Portfolio  may  dispose of or  negotiate  a  commitment  after
entering  into  it. A  Fund/Portfolio  may  realize  a  capital  gain or loss in
connection   with  these   transactions.   For   purposes   of   determining   a
Fund's/Portfolio's  duration,  the maturity of when-issued or forward commitment
securities  will be calculated  from the commitment  date. A  Fund/Portfolio  is
required to segregate,  until three days prior to the settlement  date, cash and
liquid assets in an amount sufficient to meet the purchase price. Alternatively,
a  Fund/Portfolio  may enter into  offsetting  contracts for the forward sale of
other securities that it owns.  Securities purchased or sold on a when-issued or
forward  commitment basis involve a risk of loss if the value of the security to
be  purchased  declines  prior  to the  settlement  date or if the  value of the
security to be sold increases prior to the settlement date.

Temporary Defensive Position
The Money  Market  Fund  invests  all of its  available  assets in money  market
instruments  maturing in 397 days or less. In addition,  each Fund/Portfolio may
make money market investments (cash equivalents),  without limit,  pending other
investment or  settlement,  for liquidity or in adverse market  conditions.  For
this purpose, money market instruments include:

(1)  U.S.  Government  Securities - Securities  issued or guaranteed by the U.S.
     Government, including treasury bills, notes and bonds.

(2)  U.S.  Government  Agency  Securities - Obligations  issued or guaranteed by
     agencies or instrumentalities of the U.S. Government.
     o    U.S. agency obligations  include, but are not limited to, the Bank for
          Co-operatives, Federal Home Loan Banks and Federal Intermediate Credit
          Banks.
     o    U.S. instrumentality  obligations include, but are not limited to, the
          Export-Import  Bank,  Farmers Home  Administration,  Federal Home Loan
          Mortgage Corporation and Federal National Mortgage Association.

     Some  obligations  issued or  guaranteed  by U.S.  Government  agencies and
     instrumentalities  are  supported  by the full faith and credit of the U.S.
     Treasury.  Others,  such as those issued by the Federal  National  Mortgage
     Association,   are  supported  by  discretionary   authority  of  the  U.S.
     Government   to   purchase   certain   obligations   of   the   agency   or
     instrumentality.  Still  others,  such as those  issued by the Student Loan
     Marketing  Association,  are supported  only by the credit of the agency or
     instrumentality.

(3)  bank obligations - Certificates of deposit,  bank notes,  time deposits and
     bankers'  acceptances  of U.S.  commercial  banks having total assets of at
     least one billion dollars and overseas  branches of U.S.  commercial  banks
     and foreign banks,  which in the Sub-Advisor's  opinion,  are of comparable
     quality.  However,  each such bank with its branches has total assets of at
     least five billion dollars,  and  certificates,  including time deposits of
     domestic savings and loan associations  having at least one billion dollars
     in assets  that are  insured  by the  Federal  Savings  and Loan  Insurance
     Corporation.  A Fund/Portfolio  may acquire  obligations of U.S. banks that
     are not members of the  Federal  Reserve  System or of the Federal  Deposit
     Insurance Corporation.


     Obligations of foreign banks and  obligations of overseas  branches of U.S.
     banks are subject to somewhat different regulations and risks than those of
     U.S.  domestic banks. For example,  an issuing bank may be able to maintain
     that the liability for an investment is solely that of the overseas  branch
     which could expose a Fund/Portfolio to a greater risk of loss. In addition,
     obligations  of foreign banks or of overseas  branches of U.S. banks may be
     affected by governmental action in the country of domicile of the branch or
     parent bank. Examples of adverse foreign  governmental  actions include the
     imposition of currency  controls,  the imposition of  withholding  taxes on
     interest income payable on such obligations,  interest limitations, seizure
     or nationalization of assets, or the declaration of a moratorium.  Deposits
     in foreign banks or foreign  branches of U.S.  banks are not covered by the
     Federal  Deposit  Insurance   Corporation.   A  Fund/Portfolio   only  buys
     short-term  instruments where the risks of adverse  governmental action are
     believed by the Sub-Advisor to be minimal. A Fund/Portfolio considers these
     factors,  along with other  appropriate  factors,  in making an  investment
     decision to acquire such obligations.  It only acquires those which, in the
     opinion of  management,  are of an investment  quality  comparable to other
     debt securities bought by the  Fund/Portfolio.  A Fund/Portfolio may invest
     in  certificates  of deposit of selected banks having less than one billion
     dollars of assets  providing  the  certificates  do not exceed the level of
     insurance  (currently  $100,000)  provided  by  the  applicable  government
     agency.


     A certificate  of deposit is issued  against  funds  deposited in a bank or
     savings and loan  association for a definite period of time, at a specified
     rate of return.  Normally they are negotiable.  However,  a  Fund/Portfolio
     occasionally   may  invest  in   certificates  of  deposit  which  are  not
     negotiable.  Such  certificates  may provide for interest  penalties in the
     event of withdrawal  prior to their  maturity.  A bankers'  acceptance is a
     short-term  credit instrument issued by corporations to finance the import,
     export,  transfer or storage of goods.  They are termed  "accepted"  when a
     bank  guarantees  their  payment at maturity and reflect the  obligation of
     both the bank  and  drawer  to pay the face  amount  of the  instrument  at
     maturity.

(4)  commercial  paper - Short-term  promissory  notes issued by U.S. or foreign
     corporations.

(5)  short-term  corporate debt - Corporate notes, bonds and debentures which at
     the time of purchase have 397 days or less remaining to maturity.

(6)  repurchase  agreements - Instruments  under which  securities are purchased
     from a bank  or  securities  dealer  with an  agreement  by the  seller  to
     repurchase  the  securities  at the same price plus interest at a specified
     rate.

(7)  taxable municipal obligations - Short-term obligations issued or guaranteed
     by state and municipal issuers which generate taxable income.

The ratings of nationally  recognized  statistical rating organization  (NRSRO),
such as  Moody's  Investor  Services,  Inc.  ("Moody's")  and  Standard & Poor's
("S&P"),  which are described in Appendix A, represent  their opinions as to the
quality of the money market  instruments which they undertake to rate. It should
be emphasized,  however, that ratings are general and are not absolute standards
of quality.  These ratings,  including  ratings of NRSROs other than Moody's and
S&P, are the initial  criteria for selection of portfolio  investments,  but the
Sub-Advisor further evaluates these securities.

Portfolio Turnover
Portfolio turnover normally differs for each Fund/Portfolio, varies from year to
year (as well as within a year) and is affected by portfolio  sales necessary to
meet cash requirements for redemption of Fund/Portfolio shares. This requirement
may in some  cases  limit the  ability  of a  Fund/Portfolio  to effect  certain
portfolio  transactions.  A portfolio  turnover rate of 100%  indicates that the
equivalent of all of the Fund's/Portfolio's assets have been sold and reinvested
in a year.  High  turnover  may  result  in  correspondingly  greater  brokerage
commission expenses that are paid by the Fund/Portfolio.

A  portfolio  turnover  rate can not be  calculated  for the Money  Market  Fund
because of the short maturities of the securities in which it invests.

Turnover  rates are not calculated for the Funds that have been in existence for
less than a complete fiscal year. Turnover rates for the Portfolios for the most
recent and immediately preceding fiscal years, respectively, are as follows:
     International Emerging Markets Portfolio       107.5% and 36.5%
     International Securities Portfolio              71.4% and 36.7%
     International SmallCap Portfolio               236.3% and 88.5%
     Mortgage-Backed Securities Portfolio            17.0% and 13.8%

Industry Concentrations
Each  of the  Funds/Portfolios,  except  Real  Estate  and  Technology,  may not
concentrate  (invest  more  than  25%  of its  assets)  its  investments  in any
particular  industry.  The  LargeCap  S&P 500  Index,  MidCap  S&P 400 Index and
SmallCap S&P 600 Index Funds may concentrate  their  investments in a particular
industry only to the extent that the relevant indices are so  concentrated.  The
European,  International  II and Pacific Basin Funds use the industry  groups of
Morgan Stanley Capital International - Global Industry Classification  Standard.
The other Funds and the  Portfolios  use industry  classifications  based on the
"Directory of Companies  Filing Annual  Reports with the Securities and Exchange
Commission ("SEC")."

MANAGEMENT OF THE FUND

Board of Directors
The Board of Directors  oversees the  management  of the Fund and meets at least
quarterly  to review  reports  about  Fund  operations.  Other  than  serving as
Directors,  most of the  Board  members  have no  affiliation  with  the Fund or
service providers. The Board elects the officers of the Fund who are responsible
for administering the Fund's day-to-day operations.

Management Information
The name, age and address of the officers and Board members are shown below. All
Directors and Officers listed here also hold similar  positions with each of the
other mutual funds  sponsored by Principal  Life  Insurance  Company.  Unless an
address is shown,  the individual's  mailing address is the Principal  Financial
Group, Des Moines, Iowa 50392.


     James  D.  Davis,  66,  Director.  4940  Center  Court,  Bettendorf,  Iowa.
     Attorney. Vice President, Deere and Company, Retired.


*&   Ralph C. Eucher, 48, Director and President. Vice President, Principal Life
     Insurance  Company since 1999.  Director and President,  Princor  Financial
     Services Corporation and Principal Management Corporation since 1999. Prior
     thereto, Second Vice President, Principal Life Insurance Company.

@    Pamela A. Ferguson, 57, Director.  4112 River Oaks Drive, Des Moines, Iowa.
     Professor of  Mathematics,  Grinnell  College  since 1998.  Prior  thereto,
     President, Grinnell College.

*&   J. Barry Griswell,  51,  Director and Chairman of the Board.  President and
     CEO,  Principal Life Insurance  Company since 2000;  President,  1998-2000;
     Executive Vice President,  1996-1998; prior thereto, Senior Vice President.
     Director and Chairman of the Board,  Principal  Management  Corporation and
     Princor Financial Services Corporation.


@&   Barbara A.  Lukavsky,  60,  Director.  13731 Bay Hill Court,  Clive,  Iowa.
     President and CEO,  Barbican  Enterprises,  Inc. since 1997.  President and
     CEO, Lu San ELITE USA, L.C. 1985-1998.


*    Craig L. Bassett,  48,  Treasurer.  Second Vice  President  and  Treasurer,
     Principal Life Insurance Company since 1998. Director - Treasury 1996-1998.
     Prior thereto, Associate Treasurer.

*    Ronald L. Danilson, 50, Executive Vice President.  Executive Vice President
     and Chief Operating  Officer,  Princor Financial  Services  Corporation and
     Principal Management Corporation since 2000. Prior thereto, Chief Executive
     Officer and President, Delaware Charter Guarantee & Trust Company.

*    Arthur S. Filean,  62,  Senior Vice  President and  Secretary.  Senior Vice
     President,  Princor Financial Services Corporation and Principal Management
     Corporation,  since 2000. Prior thereto, Vice President,  Princor Financial
     Services  Corporation.  Vice President,  Principal Management  Corporation,
     1996-2000.

*    Ernest  H.  Gillum,  45,  Vice  President  and  Assistant  Secretary.  Vice
     President - Product Development, Princor Financial Services Corporation and
     Principal Management  Corporation,  since 2000. Vice President - Compliance
     and  Product  Development,   Princor  Financial  Services  Corporation  and
     Principal Management Corporation,  1998-2000. Prior thereto, Assistant Vice
     President, Registered Products, 1995-1998.

*    Jane E. Karli, 43, Assistant Treasurer. Assistant Treasurer, Principal Life
     Insurance Company since 1998;  Senior Accounting and Custody  Administrator
     1994-1998; Prior thereto, Senior Investment Cost Accountant.


*    Layne A. Rasmussen,  42, Controller.  Controller - Mutual Funds,  Principal
     Management Corporation since 1995.


*    Michael D. Roughton,  49,  Counsel.  Vice  President and Senior  Securities
     Counsel,  Principal Life Insurance Company,  since 1999. Counsel 1994-1999.
     Counsel,  Invista  Capital  Management,  LLC,  Princor  Financial  Services
     Corporation and Principal Management Corporation.


*    Jean B. Schustek,  48,  Assistant  Vice President and Assistant  Secretary.
     Assistant  Vice  President  -  Registered  Products,  Principal  Management
     Corporation  since 2000.  Prior  thereto,  Compliance  Officer - Registered
     Products.


*    Kirk L. Tibbetts,  45, Senior Vice President and Chief  Financial  Officer.
     Senior  Vice  President  and Chief  Financial  Officer,  Princor  Financial
     Services  Corporation  and  Principal  Management  Corporation  since 2000.
     Partner, KPMG LLP, Des Moines, Iowa 1989-1999.

*    Traci L. Weldon, 35, Assistant Counsel.  Counsel,  Principal Life Insurance
     Company since 1999.  Assistant Counsel 1998-1999.  Assistant State Attorney
     General, Iowa Attorney General's Office.

*    Considered to be "Interested  Persons," as defined in the 1940 Act, because
     of current or former affiliation with the Manager or Principal Life.

@    Member of Audit and Nominating Committee

&    Member of Executive Committee (which is selected by the Board and which may
     exercise  all the powers of the Board,  with certain  exceptions,  when the
     Board is not in  session.  The  Committee  must  report its  actions to the
     Board.)

Compensation of Directors
The  Directors  also  serve as  Directors  for all of the  investment  companies
sponsored by  Principal  Life  Insurance  Company.  Each  director who is not an
"interested person" as defined in the 1940 Act receives compensation for service
as a member of the Board of all such  companies  based on a schedule  that takes
into account an annual retainer amount,  the number of meetings attended and the
assets of the funds for which the meetings are held. These fees and expenses are
divided among the investment companies based upon their relative net assets.

                                 COMPENSATION TABLE*
                         fiscal year ended December 31, 1999

                                                                 Compensation
          Director           Compensation from the Fund        from Fund Complex

     James D. Davis                    $2,400                      $55,050
     Pamela A. Ferguson                $2,400                      $50,850
     Richard W. Gilbert                   N/A                      $50,100
     William C. Kimball                   N/A                      $19,500
     Barbara A. Lukavsky               $2,400                      $50,250

     * The Fund does not provide retirement benefits for any of the directors.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Control Persons, Principal Holders and Management Ownership
As of November 21, 2000,  Principal  Life  Insurance  Company,  a life insurance
company  organized  in  1879  under  the  laws of  Iowa,  its  subsidiaries  and
affiliates  owned of record and  beneficially  the  following  percentage of the
outstanding shares of each Portfolio:


                    Portfolio                     % of Outstanding Shares

     International Emerging Markets Portfolio               84.4%
     International Securities Portfolio                     47.7%
     International SmallCap Portfolio                      100.0%
     Mortgage-Backed Securities Portfolio                  100.0%

As of November 21, 2000,  the Officers and  Directors as a group owned less than
1% of the outstanding shares of any Portfolio.

As of November  21, 2000,  the  following  shareholders  owned 5% or more of the
outstanding shares of any Portfolio:

<TABLE>
<CAPTION>
                Name                                                Address                    Percentage of Ownership

<S>                                                       <C>                                           <C>
International Emerging Markets Portfolio
ConAgra Master Pension Trust                              1 Enterprise Drive                            15.5%
                                                          Quincy, MA 02171-2126

International Securities Portfolio
Centurion Life Insurance Company                          206 8th Street                                18.4%
                                                          Des Moines, IA  50309-3805

Norwest Financial Pension Trust                           206 8th Street                                 8.1%
                                                          Des Moines, IA  50309-3805

Pigeon & Co.                                              P.O. Box 2479                                 14.0%
                                                          San Antonio, TX  78298-2479
</TABLE>

As of December 4, 2000,  Principal Life Insurance Company,  its subsidiaries and
affiliates  owned of record and  beneficially  the  following  percentage of the
outstanding shares of each Class of each Fund:

<TABLE>
<CAPTION>
                                                                            % of Outstanding Shares

                                                      Advisors             Advisors                        Preferred        Select
                       Fund                        Preferred Class       Select Class       Class I          Class           Class

<S>  <C>                                               <C>                  <C>             <C>             <C>             <C>
     Balanced                                          100.00%              100.00%             N/A         100.00%         100.00%
     Bond & Mortgage Securities                        100.00%              100.00%             N/A         100.00%         100.00%
     European                                          100.00%              100.00%             N/A         100.00%         100.00%
     Government Securities                             100.00%              100.00%             N/A         100.00%         100.00%
     High Quality Intermediate-Term Bond               100.00%              100.00%             N/A         100.00%         100.00%
     High Quality Long-Term Bond                       100.00%              100.00%             N/A         100.00%         100.00%
     High Quality Short-Term Bond                      100.00%              100.00%             N/A         100.00%         100.00%
     International Emerging Markets                    100.00%              100.00%             N/A         100.00%         100.00%
     International I                                   100.00%              100.00%             N/A         100.00%         100.00%
     International II                                  100.00%              100.00%         100.00%         100.00%         100.00%
     International SmallCap                            100.00%              100.00%             N/A         100.00%         100.00%
     LargeCap Blend                                    100.00%              100.00%             N/A         100.00%         100.00%
     LargeCap Growth                                   100.00%              100.00%             N/A         100.00%         100.00%
     LargeCap S&P 500 Index                            100.00%              100.00%             N/A         100.00%         100.00%
     LargeCap Value                                    100.00%              100.00%             N/A         100.00%         100.00%
     MidCap Blend                                      100.00%              100.00%             N/A         100.00%         100.00%
     MidCap Growth                                     100.00%              100.00%             N/A         100.00%         100.00%
     MidCap S&P 400 Index                              100.00%              100.00%             N/A         100.00%         100.00%
     MidCap Value                                      100.00%              100.00%             N/A         100.00%         100.00%
     Money Market                                      100.00%              100.00%             N/A         100.00%         100.00%
     Pacific Basin                                     100.00%              100.00%             N/A         100.00%         100.00%
     Partners LargeCap Blend                           100.00%              100.00%         100.00%         100.00%         100.00%
     Partners LargeCap Growth I                        100.00%              100.00%         100.00%         100.00%         100.00%
     Partners LargeCap Growth II                       100.00%              100.00%         100.00%         100.00%         100.00%
     Partners LargeCap Value                           100.00%              100.00%         100.00%         100.00%         100.00%
     Partners MidCap Growth                            100.00%              100.00%             N/A         100.00%         100.00%
     Partners MidCap Value                             100.00%              100.00%         100.00%         100.00%         100.00%
     Partners SmallCap Growth I                        100.00%              100.00%         100.00%         100.00%         100.00%
     Partners SmallCap Growth II                       100.00%              100.00%         100.00%         100.00%         100.00%
     Real Estate                                       100.00%              100.00%             N/A         100.00%         100.00%
     SmallCap Blend                                    100.00%              100.00%             N/A         100.00%         100.00%
     SmallCap Growth                                   100.00%              100.00%             N/A         100.00%         100.00%
     SmallCap S&P 600 Index                            100.00%              100.00%             N/A         100.00%         100.00%
     SmallCap Value                                    100.00%              100.00%             N/A         100.00%         100.00%
     Technology                                        100.00%              100.00%         100.00%         100.00%         100.00%
</TABLE>

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisors
The Manager of each  Fund/Portfolio  is Principal  Management  Corporation  (the
"Manager"),  a wholly-owned subsidiary of Princor Financial Services Corporation
("Princor") which is a wholly-owned  subsidiary of Principal Financial Services,
Inc.  The Manager is an  affiliate  of Principal  Life  Insurance  Company.  The
address of both the Manager and Princor is the Principal  Financial  Group,  Des
Moines, Iowa 50392-0200. The Manager was organized on January 10, 1969 and since
that time has managed various mutual funds sponsored by Principal Life Insurance
Company.

The Manager has  executed  agreements  with  various  Sub-Advisors.  Under those
Sub-Advisory agreements, the Sub-Advisor agrees to assume the obligations of the
Manager to provide investment  advisory services for a specific  Fund/Portfolio.
For these services, each Sub-Advisor is paid a fee by the Manager.

Portfolios:       International,     International    Emerging    Markets    and
                  International SmallCap

Funds:            Balanced  (equity   securities   portion),   International  I,
                  International   Emerging  Markets,   International   SmallCap,
                  LargeCap  Blend,  LargeCap  Growth,  LargeCap  S&P 500  Index,
                  LargeCap Value,  MidCap Blend,  MidCap Growth,  MidCap S&P 400
                  Index,  MidCap  Value,  SmallCap  Blend,  SmallCap  Growth and
                  SmallCap S&P 600

Sub-Advisor:      Invista  Capital  Management  LLC  ("Invista"),   an  indirect
                  wholly-owned  subsidiary of Principal Life  Insurance  Company
                  and an  affiliate  of the  Manager,  was  founded  in 1985 and
                  manages  investments for  institutional  investors,  including
                  Principal Life Insurance  Company.  Assets under management at
                  September  30,  2000,   were   approximately   $29.7  billion.
                  Invista's  address is 1800 Hub Tower, 699 Walnut,  Des Moines,
                  Iowa 50309.

Portfolio:        Mortgage-Backed Securities

Funds:            Balanced  (fixed-income  securities portion),  Bond & Mortgage
                  Securities,     Government     Securities,     High    Quality
                  Intermediate-Term  Bond,  High Quality  Long-Term  Bond,  High
                  Quality Short-Term Bond and Money Market

Sub-Advisor:      Principal Capital Income Investors,  LLC ("PCII"), an indirect
                  wholly-owned  subsidiary of Principal Life  Insurance  Company
                  and an  affiliate  of the  Manager,  was  founded in 2000.  It
                  manages  investments for  institutional  investors,  including
                  Principal Life Insurance  Company.  Assets under management as
                  of  September  30, 2000,  were  approximately  $31.1  billion.
                  PCII's address is 1800 Hub Tower, 699 Walnut, Des Moines, Iowa
                  50309.

Fund:             Real Estate

Sub-Advisor:      Principal Capital Real Estate Investors ("PCREI"), an indirect
                  wholly-owned  subsidiary of Principal Life  Insurance  Company
                  and an  affiliate  of the  Manager,  was  founded in 2000.  It
                  manages  investments for  institutional  investors,  including
                  Principal Life Insurance  Company.  Assets under management as
                  of  September  30, 2000,  were  approximately  $20.7  billion.
                  PCREI's  address is 1800 Hub Tower,  699  Walnut,  Des Moines,
                  Iowa 50309.

Funds:            European, International II, Pacific Basin, and Technology


Sub-Advisor:      BT Fund Management (International) Limited ("BT") is a related
                  company of BT Funds  Management  Limited ("BTFM") and a member
                  of the Principal  Financial  Group. Its address is The Chifley
                  Tower,  2 Chifley  Square,  Sydney NSW 2000  Australia.  As of
                  October 31, 2000, BT,  together with BTFM,  had  approximately
                  $23.8 billion under management.


Fund:             Partners MidCap Growth

Sub-Advisor:      Turner  Investment  Partners,  Inc.  ("Turner") was founded in
                  1990. Its address is 1235 Westlake Drive, Suite 350, Berwyn PA
                  19312.  As of  October  31,  2000,  Turner  had  discretionary
                  management  authority  with  respect  to  approximately  $11.7
                  billion in assets.

Fund:             Partners LargeCap Growth I


Sub-Advisor:      Morgan  Stanley  Asset  Management  ("Morgan  Stanley"),  with
                  principal offices at 1221 Avenue of the Americas, New York, NY
                  10020,  conducts a wordwide portfolio  management business and
                  provides a broad  range of  portfolio  management  services to
                  customers  in the U.S. and abroad.  As of September  30, 2000,
                  Morgan  Stanley,  together with its  affiliated  institutional
                  asset   management   companies,    managed   assets   totaling
                  approximately  $176.8 billion as named  fiduciary or fiduciary
                  adviser.  On December 1, 1998, Morgan Stanley Asset Management
                  Inc. changed its name to Morgan Stanley Dean Witter Investment
                  Management  Inc.  but  continues  to do  business  in  certain
                  instances using the name Morgan Stanley Asset Management.


Funds:            Partners MidCap Value and Partners SmallCap Growth I

Sub-Advisor:      Neuberger Berman  Management Inc.  ("Neuberger  Berman") is an
                  affiliate of Neuberger  Berman,  LLC.  Neuberger Berman LLC is
                  located  at  605  Third  Avenue,   2nd  Floor,  New  York,  NY
                  10158-0180.  Together with Neuberger Berman,  the firms manage
                  more than $56.5  billion in total assets (as of September  30,
                  2000) and continue an asset  management  history that began in
                  1939.

Funds:            Partners LargeCap Blend and Partners SmallCap Growth II

Sub-Advisor:      Federated  Investment  Management  Company  ("Federated") is a
                  registered investment advisor and a wholly-owned subsidiary of
                  Federated   Investors,   Inc.,  which  was  founded  in  1955.
                  Federated is located in the Federated  Investors Tower at 1001
                  Liberty Avenue,  Pittsburgh,  PA 15222-3779. As of October 31,
                  2000, Federated managed $131 billion in assets.

Fund:             Partners LargeCap Growth II

Sub-Advisor       American  Century   Investment   Management  Inc.   ("American
                  Century"),  was founded in 1958.  Its office is located in the
                  American  Century  Tower at 4500 Main Street,  Kansas City, KS
                  64111. As of October 31, 2000,  American  Century managed over
                  $109.7 billion in assets.

Fund:             Partners LargeCap Value

Sub-Advisor:      Alliance  Capital  Management  L.P.  ("Alliance")  through its
                  Bernstein    Investment    Research   and   Management    unit
                  ("Bernstein"). As of September 30, 2000, Alliance managed $470
                  billion in assets.  Bernstein is located at 767 Fifth  Avenue,
                  New York,  NY 10153 and  Alliance is located at 1345 Avenue of
                  the Americas, New York, NY 10105.

The Manager has executed a Cash  Management  Sub-Advisory  Agreement  with PCII.
Under the  Agreement,  PCII agrees to assume the  obligations  of the Manager to
provide cash  management  investment  advisory  services for all Funds for which
Invista or PCREI serves as Sub-Advisor.

Each of the persons affiliated with the Fund who is also an affiliated person of
the Manager or a Sub-Advisor  is named below,  together  with the  capacities in
which such person is affiliated with the Fund, the Manager and the Sub-Advisor.

<TABLE>
<CAPTION>
                                                Office Held                            Office Held With
            Name                               With the Fund                          The Manager/Invista

<S>  <C>                                <C>                                     <C>
     Craig L. Bassett                   Treasurer                               Treasurer (Manager)
     Ralph C. Eucher                    Director and                            Director and President
                                          President                               (Manager)
     Arthur S. Filean                   Senior Vice President and               Senior Vice President (Manager)
                                          Secretary
     Ernest H. Gillum                   Vice President and                      Vice President - Product
                                          Assistant Secretary                     Development (Manager)
     J. Barry Griswell                  Director and Chairman                   Director and Chairman of
                                          of the Board                            the Board (Manager)
     Layne Rasmussen                    Controller                              Controller - Mutual Funds (Manager)
     Michael D. Roughton                Counsel                                 Counsel (Manager; Invista)
     Jean B. Schustek                   Assistant Vice President and            Assistant Vice President -
                                          Assistant Secretary                     Registered Products (Manager)
</TABLE>

Codes of Ethics
The Fund,  the  Manager,  each of the  Sub-Advisors  and Princor  (as  principal
underwriter of the Fund) have adopted Codes of Ethics ("Codes") under Rule 17j-1
of the 1940 Act.  These  Codes are  designed to prevent  persons  with access to
information  regarding the portfolio  trading  activity of the  Funds/Portfolios
from  using  that   information   for  their   personal   benefit.   In  certain
circumstances,  personal  securities  trading is  permitted in  accordance  with
procedures  established by the Code. The Boards of Directors of the Manager, the
Fund, Princor and each of the Sub-Advisors  periodically review their respective
Code of Ethics.  The Codes of Ethics are on file with,  and available  from, the
SEC.

Management Services for the Portfolios
Management Agreement for the Portfolios
Under the terms of the Management  Agreement,  for providing investment advisory
services  and  specified  other  services  for each  Portfolio,  the  Manager is
entitled  to  receive a fee which is  computed  and  accrued  daily and  payable
monthly.  The  annual  rate of the fee is based on the net  asset  value of each
Portfolio as follows:

                                            Net Asset Value of Portfolio

                                          First          Next           Over
                Portfolio             $250,000,000   $250,000,000   $500,000,000

     International Emerging Markets       1.15%          1.05%         0.95%
     International SmallCap               1.00           0.90          0.80

                                      Overall Fee

     International Securities             0.90%
     Mortgage-Backed Securities           0.45%

As of December 31, 1999,  the net assets of the  Portfolios  and the rate of the
fee for those Portfolios for investment  management services for the fiscal year
then ended were as follows:

                                                             Management Fee for
                                      Net Assets as of        Fiscal Year Ended
                 Portfolio            December 31, 1999       December 31, 1999

     International Emerging Markets     $129,574,687               1.15%
     International Securities             61,340,966                .90%
     International SmallCap              154,892,162               1.00%
     Mortgage-Backed Securities            5,044,844                .45%

Except for certain Portfolio  expenses set out below, the Manager is responsible
for  Portfolio  expenses,  administrative  duties  and  services  including  the
following:  expenses  incurred  in  connection  with  the  registration  of  the
Portfolio  shares with the SEC and state securities  commissions;  office space,
facilities and costs of keeping the books of the Fund; compensation of personnel
and officers and any directors who are also  affiliated  with the Manager;  fees
for  auditors  and  legal   counsel;   preparing   and  printing   prospectuses;
administration of shareholder accounts, including issuance,  maintenance of open
account system, dividend disbursement,  reports to shareholders, and redemption.
However,  some  or all of  these  expenses  may be  assumed  by  Principal  Life
Insurance Company and some or all of the administrative  duties and services may
be delegated by the Manager.

Each Portfolio pays for certain  corporate  expenses  incurred in its operation.
Among such expenses,  the Portfolio pays portfolio brokerage fees and incidental
brokerage  expenses,   taxes,  interest  and  extraordinary  expenses  including
shareholder meeting expenses.

Sub-Advisory Agreements for the Portfolios
Under a Sub-Advisory Agreement between the Manager and Invista, Invista performs
all the investment advisory responsibilities of the Manager under the Management
Agreement   for  the   International,   International   Emerging   Markets   and
International  SmallCap Portfolios.  The Manager pays Invista a fee based on the
net asset value of the each  Portfolio  at an annual rate that is accrued  daily
and payable monthly.

                                          First          Next           Over
                Portfolio             $250,000,000   $250,000,000   $500,000,000

     International Emerging Markets      1.15%           1.05%          0.95%
     International SmallCap              1.00            0.90           0.80

                                      Overall Fee

     International Securities            0.90%


Under a Sub-Advisory  Agreement  between the Manager and PCII, PCII performs all
the  investment  advisory  responsibilities  of the Manager under the Management
Agreement for the Mortgage-Backed  Securities Portfolio. The Manager pays PCII a
fee at an annual rate of 0.45% of the net asset value of the Portfolio,  accrued
daily and payable monthly.


Fees paid for investment  management  services during the periods indicated were
as follows:

                                             Management Fees for Fiscal
                                       Year Ended December 31, except as noted

                 Portfolio               1999           1998           1997

     International Emerging Markets   $1,092,430       $856,612     $ 43,775*
     International Securities            463,180        413,285      311,027
     International SmallCap            1,045,204        731,367       37,932*
     Mortgage-Backed Securities           43,225         64,195       67,721

     * Period beginning November 26, 1997 and ended December 31, 1997

Management Services for the Funds
Management Agreement for the Funds
Under the terms of the Management  Agreement,  for providing investment advisory
services and specified other services,  the Manager is entitled to receive a fee
which is computed and accrued daily and payable monthly.  The annual rate of the
fee is based on the net asset value of each Fund as follows:


<TABLE>
<CAPTION>
                                                 Management Fee                                               Management Fee
                                               as a Percentage of                                           as a Percentage of
                 Fund                       Daily Average Net Assets              Fund                   Daily Average Net Assets

<S>  <C>                                              <C>                <C>                                      <C>
     Balanced                                         0.50%              MidCap Value                             0.65%
     Bond & Mortgage Securities                       0.55%              Money Market                             0.40%
     European                                         1.00%              Pacific Basin                            1.00%
     Government Securities                            0.40%              Partners LargeCap Blend                  0.75%
     High Quality Intermediate-Term Bond              0.40%              Partners LargeCap Growth I               0.75%
     High Quality Long-Term Bond                      0.40%              Partners LargeCap Growth II              1.00%
     High Quality Short-Term Bond                     0.40%              Partners LargeCap Value                  0.80%
     International I                                  0.90%              Partners MidCap Growth                   1.00%
     International II                                 1.00%              Partners MidCap Value                    1.00%
     International Emerging Markets                   1.35%              Partners SmallCap Growth I               1.10%
     International SmallCap                           1.20%              Partners SmallCap Growth II              1.00%
     LargeCap Blend                                   0.45%              Real Estate                              0.85%
     LargeCap Growth                                  0.55%              SmallCap Blend                           0.75%
     LargeCap S&P 500 Index                           0.15%              SmallCap Growth                          0.75%
     LargeCap Value                                   0.45%              SmallCap S&P 600 Index                   0.15%
     MidCap Blend                                     0.65%              SmallCap Value                           0.75%
     MidCap Growth                                    0.65%              Technology                               1.00%
     MidCap S&P 400 Index                             0.15%
</TABLE>


Under the terms of the  Management  Agreement,  the Manager is  responsible  for
paying the expenses associated with the organization of each Fund, including the
expenses  incurred  in the  initial  registration  of the  Funds  with  the SEC;
compensation  of personnel,  officers and directors who are also affiliated with
the Manager;  and expenses and  compensation  associated with furnishing  office
space,  and  all  necessary  office  facilities  and  equipment,  and  personnel
necessary to perform the general corporate functions of the Fund. The Manager is
also responsible for providing portfolio  accounting services and transfer agent
services,  including  qualifying shares of the Fund for sale in states and other
jurisdictions, for each Fund pursuant to additional agreements with the Fund and
currently provides these services at no charge.


Sub-Advisory Agreements for the Funds
Under a Sub-Advisory Agreement between the Manager and Invista, Invista performs
all the investment advisory responsibilities of the Manager under the Management
Agreement  for  the  Balanced  (equity  securities  portion),  International  I,
International Emerging Markets, International SmallCap, LargeCap Blend, LargeCap
Growth,  LargeCap S&P 500 Index,  LargeCap Value,  MidCap Blend,  MidCap Growth,
MidCap S&P 400 Index, MidCap Value, SmallCap Blend, SmallCap Growth and SmallCap
S&P 600 Index  Funds.  The Manager  pays Invista a fee at an annual rate that is
accrued daily and payable  monthly based on the net asset values of each Fund as
follows:

                                                       Sub-Advisor Fee
                                                     as a  Percentage of
                   Fund                               Daily Net Assets

     Balanced                                              0.0700%
     International I                                       0.1100%
     International Emerging Markets                        0.6300%
     International SmallCap                                0.6100%
     LargeCap Blend                                        0.0700%
     LargeCap Growth                                       0.0700%
     LargeCap S&P 500 Index                                0.0275%
     LargeCap Value                                        0.0700%
     MidCap Blend                                          0.0950%
     MidCap Growth                                         0.0950%
     MidCap S&P 400 Index                                  0.0275%
     MidCap Value                                          0.0950%
     SmallCap Blend                                        0.2370%
     SmallCap Growth                                       0.2370%
     SmallCap S&P 600 Index                                0.0275%
     SmallCap Value                                        0.2370%

Under a Sub-Advisory  Agreement  between the Manager and PCII, PCII performs all
the  investment  advisory  responsibilities  of the Manager under the Management
Agreement for the Balanced  (fixed-income  securities portion),  Bond & Mortgage
Securities,  Government Securities,  High Quality  Intermediate-Term  Bond, High
Quality Long-Term Bond, High Quality Short-Term Bond and Money Market Funds. The
Manager  pays PCII a fee at an annual  rate that is  accrued  daily and  payable
monthly based on the net asset values of each Fund as follows:

                                                       Sub-Advisor Fee
                                                     as a  Percentage of
                   Fund                               Daily Net Assets

     Balanced                                              0.0860%
     Bond & Mortgage Securities                            0.1060%
     Government Securities                                 0.0600%
     High Quality Intermediate-Term Bond                   0.0600%
     High Quality Long-Term Bond                           0.0600%
     High Quality Short-Term Bond                          0.0550%
     Money Market                                          0.0550%

Under a Sub-Advisory Agreement between the Manager and PCREI, PCREI performs all
the  investment  advisory  responsibilities  of the Manager under the Management
Agreement for the Real Estate Fund. The Manager pays PCREI a fee,  accrued daily
and payable monthly,  based on the net asset value of the Fund at an annual rate
of 0.50%.

Under a Sub-Advisory  Agreement  between the Manager and BT, BT performs all the
investment  advisory  responsibilities  of  the  Manager  under  the  Management
Agreement  for the European,  International  II,  Pacific  Basin and  Technology
Funds.  The Manager  pays BT a fee at an annual  rate that is accrued  daily and
payable monthly based on the net asset value of each Fund as follows:

                                                       Sub-Advisor Fee
                   Fund                     as a  Percentage of Daily Net Assets

     European, International II and            First $250,000,000        0.500%
     Technology                                  Next 250,000,000        0.475
                                                 Next 250,000,000        0.450
                                                 Next 250,000,000        0.425
                                             Above $1,000,000,000        0.400

                                                       Sub-Advisor Fee
                   Fund                     as a  Percentage of Daily Net Assets

     Pacific Basin                             First $250,000,000        0.600%
                                                 Next 250,000,000        0.575
                                                 Next 250,000,000        0.550
                                                 Next 250,000,000        0.525
                                             Above $1,000,000,000        0.500

Under a  Sub-Advisory  Agreement  between  the  Manager  and  American  Century,
American Century performs all the investment  advisory  responsibilities  of the
Manager under the Management Agreement for the Partners LargeCap Growth Fund II.
The Manager pays American  Century a fee at an annual rate that is accrued daily
and payable monthly based on the net asset value of the Fund.

                                                       Sub-Advisor Fee
                   Fund                     as a  Percentage of Daily Net Assets

     Partners LargeCap Growth II                First $50,000,000        0.550%
                                                  Next 50,000,000        0.450
                                                 Next 150,000,000        0.400
                                                 Next 250,000,000        0.375
                                               Above $500,000,000        0.320

Under a  Sub-Advisory  Agreement  between the Manager and  Federated,  Federated
performs all the investment  advisory  responsibilities of the Manager under the
Management  Agreement  for the  Partners  LargeCap  Blend Fund and the  Partners
SmallCap Growth Fund II. The Manager pays Federated a fee at an annual rate that
is accrued  daily and payable  monthly based on the net asset value of each Fund
as follows:

                                                       Sub-Advisor Fee
                   Fund                     as a  Percentage of Daily Net Assets

     Partners LargeCap Blend                    First $75,000,000        0.350%
                                                 Next 200,000,000        0.250
                                                 Next 250,000,000        0.200
                                               Above $525,000,000        0.150

     Partners SmallCap Growth II               First $100,000,000        0.500%
                                                 Next 300,000,000        0.450
                                               Above $400,000,000        0.400

Under a Sub-Advisory  Agreement  between the Manager and Morgan Stanley,  Morgan
Stanley  performs all the investment  advisory  responsibilities  of the Manager
under the  Management  Agreement  for the Partners  LargeCap  Growth Fund I. The
Manager  pays Morgan  Stanley a fee at an annual rate that is accrued  daily and
payable monthly based on the net asset value of the Fund.

                                                       Sub-Advisor Fee
                   Fund                     as a  Percentage of Daily Net Assets

     Partners LargeCap Growth I                First $200,000,000        0.300%
                                                 Next 100,000,000        0.250
                                               Above $300,000,000        0.200

Under a  Sub-Advisory  Agreement  between  the  Manager  and  Neuberger  Berman,
Neuberger Berman performs all the investment  advisory  responsibilities  of the
Manager under the  Management  Agreement for the Partners  MidCap Value Fund and
the Partners  SmallCap Growth Fund I. The Manager pays Neuberger Berman a fee at
an annual rate that is accrued daily and payable  monthly based on the net asset
value of each Fund.

                                                       Sub-Advisor Fee
                   Fund                     as a  Percentage of Daily Net Assets

     Partners MidCap Value                     First $100,000,000        0.500%
                                                 Next 150,000,000        0.475
                                                 Next 250,000,000        0.450
                                                 Next 250,000,000        0.425
                                               Above $750,000,000        0.400

     Partners SmallCap Growth I                First $100,000,000        0.600%
                                                 Next 200,000,000        0.550
                                               Above $300,000,000        0.450

Under a  Sub-Advisory  Agreement  between the Manager and  Bernstein,  Bernstein
performs all the investment  advisory  responsibilities of the Manager under the
Management  Agreement for the Partners  LargeCap  Value Fund.  During the period
from  December  6, 2000  (effective  date of the  Fund)  through  June 6,  2001,
Bernstein will be paid a fee accrued daily and payable monthly at an annual rate
of 0.47% of the  Fund's  net  asset  value.  After  that  the  Manager  will pay
Bernstein  a fee at an annual  rate that is accrued  daily and  payable  monthly
based on the net asset value of the Fund as follows:

                                                       Sub-Advisor Fee
                   Fund                     as a  Percentage of Daily Net Assets

     Partners LargeCap Value                    First $10,000,000        0.600%
                                                  Next 15,000,000        0.500
                                                  Next 25,000,000        0.400
                                                  Next 50,000,000        0.300
                                                  Next 50,000,000        0.250
                                                  Next 50,000,000        0.225
                                               Above $200,000,000        0.200

Under a Sub-Advisory  Agreement between the Manager and Turner,  Turner performs
all the investment advisory responsibilities of the Manager under the Management
Agreement  for the Partners  MidCap  Growth Fund.  The Manager pays Turner a fee
accrued  daily and payable  monthly at an annual rate of 0.50% of the Fund's net
asset value.

Cash Management Sub-Advisory Agreement for the Funds
The Manager is entered into a Cash Management  Sub-Advisory  Agreement with PCII
pursuant to which PCII agrees to perform all of the Cash  Management  investment
advisory  responsibilities  of the Manager for each Fund that is  sub-advised by
either  Invista or PCREI.  The Manager pays PCII an amount  representing  PCII's
actual cost providing such services and assuming such operations.


MULTIPLE CLASS STRUCTURE

The Board of Directors  has adopted a multiple  class plan (the  Multiple  Class
Plan) pursuant to SEC Rule 18f-3.  Under this plan,  each Fund offers up to five
classes of shares: Class I, Select Class, Preferred Class, Advisors Select Class
and  Advisors  Preferred  Class.  Not all  Funds  offer  all five  classes.  The
Portfolios offer only Class D shares which are not available to new investors.

The Advisors Select,  Advisors  Preferred,  I, Select and Preferred  Classes are
available  without any  front-end  sales  charge or  contingent  deferred  sales
charge. The Advisors Select and Advisors Preferred are subject to an asset based
sales charge (described below).

Currently,  all of each Fund's  operating  expenses are absorbed by the Manager.
The  Manager  receives  a fee for  providing  investment  advisory  and  certain
corporate  administrative  services under the terms of the Management Agreement.
In addition to the management fee, the Fund's share classes,  other than Class I
shares,  pay the Manager a service fee and an administrative  services fee under
the terms of a Service Agreement and an Administrative Services Agreement.

Service Agreement
The  Service  Agreement  provides  for the Manager to provide  certain  personal
services to shareholders (plan sponsors) and beneficial owners (plan members) of
those classes. These personal services include:
o    responding to plan sponsor and plan member inquiries;
o    providing  information  regarding plan sponsor and plan member investments;
     and
o    providing  other  similar  personal  services  or  services  related to the
     maintenance of shareholder accounts as contemplated by National Association
     of Securities Dealers (NASD) Rule 2830 (or any successor thereto).

As compensation  for these services,  the Fund will pay the Manager service fees
equal to 0.17% of the  average  daily  net  assets  attributable  to each of the
Advisors  Preferred  Class and  Preferred  Class shares and 0.25% of the average
daily net assets  attributable  to each of the Advisors  Select Class and Select
Class shares. The service fees are calculated and accrued daily and paid monthly
to the Manager (or at such other intervals as the Fund and Manager may agree).

Administrative Service Agreement
The  Administrative  Service  Agreement  provides  for the  Manager  to  provide
services  to  beneficial  owners  of  fund  shares.  Such  services  include:
o    receiving,  aggregating  and processing  purchase,  exchange and redemption
     requests from plan shareholders;
o    providing plan shareholders with a service that invests the assets of their
     accounts in shares  pursuant to  pre-authorized  instructions  submitted by
     plan members;
o    processing  dividend payments from the Funds on behalf of plan shareholders
     and changing shareholder account designations;
o    acting as shareholder of record and nominee for plans;
o    maintaining  account  records  for  shareholders  and/or  other  beneficial
     owners;
o    providing notification to plan shareholders of transactions affecting their
     accounts;
o    forwarding  prospectuses,  financial  reports,  tax  information  and other
     communications from the Fund to beneficial owners;
o    distributing,  receiving, tabulating and transmitting proxy ballots of plan
     shareholders; and
o    other similar administrative services.

As compensation  for these services,  the Fund will pay the Manager service fees
equal to 0.09% of the  average  daily  net  assets  attributable  to each of the
Advisors  Preferred  Class and  Preferred  Class shares and 0.13% of the average
daily net assets  attributable  to each of the Advisors  Select Class and Select
Class shares. The service fees are calculated and accrued daily and paid monthly
to the Manager (or at such other intervals as the Fund and Manager may agree).

The Manager may, at its discretion  appoint (and may at any time remove),  other
parties,  including companies affiliated with the Manager, as its agent to carry
out the provisions of the Service  Agreement and/or the  Administrative  Service
Agreement. However, the appointment of an agent shall not relieve the Manager of
any of its responsibilities or liabilities under those Agreements. Any fees paid
to  agents  under  these  Agreements  shall  be the sole  responsibility  of the
Manager.

In addition to the management  and service fees, the Advisors  Classes of shares
are subject to a Distribution  Plan and Agreement  (described  below)  sometimes
referred  to as a Rule 12b-1  Plan.  Rule 12b-1  permits a fund to pay  expenses
associated with the distribution of its shares in accordance with a plan adopted
by the Board of  Directors  and approved by its  shareholders.  Pursuant to such
rule,  the Board of Directors  and initial  shareholder  of the Funds'  Advisors
Classes have  approved and entered into a  Distribution  Plan and  Agreement for
each Advisors share class.

In adopting the Plans, the Board of Directors [including a majority of directors
who are not  interested  persons  of the Fund  (as  defined  in the  1940  Act),
hereafter referred to as the independent  directors] determined that there was a
reasonable likelihood that the Plan would benefit the Funds and the shareholders
of the affected classes.  Pursuant to Rule 12b-1, information about revenues and
expenses under the Plans is presented to the Board of Directors each quarter for
its  consideration  in continuing  the Plans.  Continuance  of the Plans must be
approved by the Board of  Directors,  including  a majority  of the  independent
directors,  annually.  The  Plans  may be  amended  by a vote  of the  Board  of
Directors,  including a majority of the independent  directors,  except that the
Plans  may  not  be  amended  to  materially   increase  the  amount  spent  for
distribution  without  majority  approval of the  shareholders  of the  affected
class.  The Plans terminate  automatically in the event of an assignment and may
be terminated upon a vote of a majority of the independent  directors or by vote
of a majority of the outstanding voting securities of the affected class.

Distribution Plan and Agreement
As described in the Prospectuses, the Funds' Advisors Classes of shares are made
available to  employer-sponsored  retirement or savings plans purchasing through
financial   intermediaries  such  as  banks  and   broker-dealers.   The  Funds'
Distributor  enters into selling  agreements with various banks,  broker-dealers
and other  financial  intermediaries,  with  respect to the sale of the Advisors
Classes of shares.

To make the shares available  through such banks,  broker-dealers  and financial
intermediaries,  and to  compensate  them  for  these  services,  the  Board  of
Directors has adopted a Distribution Plan and Agreement for each of the Advisors
share  classes.  The Plans provide that each Fund makes  payments from assets of
each Advisors  Class to Princor  pursuant to the Plan to compensate  Princor and
other selling dealers for providing  certain services to the Fund. Such services
may include:
o    formulation and implementation of marketing and promotional activities;
o    preparation, printing and distribution of sales literature;
o    preparation, printing and distribution of prospectuses and the Fund reports
     to other than existing shareholders;
o    obtaining  such  information  with  respect to  marketing  and  promotional
     activities as the Princor deems advisable;
o    making  payments to dealers and others engaged in the sale of shares or who
     engage in shareholder support services; and
o    providing  training,  marketing  and  support  with  respect to the sale of
     Shares.

The Fund pays  Princor a fee  after the end of each  month at an annual  rate of
0.31% of the daily net asset value of the Advisors Preferred shares and 0.37% of
the daily net asset value of the Advisors  Select  shares of each Fund.  Princor
may  remit  on  a  continuous   basis  all  of  these  sums  to  its  registered
representatives  and other  selected  dealers as a trail fee in  recognition  of
their services and assistance.


Currently,  Princor  makes  quarterly  payments to dealers on accounts for which
such dealer is  designated  dealer of record.  Payments are based on the average
net asset value of the employer  sponsored plans invested in either the Advisors
Preferred or Advisors Select Class of shares.  No dealer  reallowance is paid on
the Select, Preferred or Institutional classes.


The Agreements provide for continuation in effect from year to year only so long
as such  continuation is  specifically  approved at least annually either by the
Board of Directors or by vote of a majority of the outstanding voting securities
of the  applicable  Fund/Portfolio.  In  either  event,  continuation  shall  be
approved by a vote of the  majority  of the  Directors  who are not  "interested
persons" (as defined in the 1940 Act) of the Manager,  Principal  Life Insurance
Company or its  subsidiaries or affiliates,  or the Fund, and in the case of the
Sub-Advisory Agreement for the:
o    International,  International  Emerging Markets and International  SmallCap
     Portfolios and Balanced,  International I, International  Emerging Markets,
     International  SmallCap,  LargeCap Blend, LargeCap Growth, LargeCap S&P 500
     Index,  LargeCap Value, MidCap Blend, MidCap Growth,  MidCap S&P 400 Index,
     MidCap Value, SmallCap Blend, SmallCap Growth,  SmallCap Value and SmallCap
     S&P 600 Index Funds -- Invista;
o    Mortgage-Backed   Securities  Portfolio  and  Balanced,   Bond  &  Mortgage
     Securities,  Government Securities,  High Quality  Intermediate-Term  Bond,
     High Quality Long-Term Bond, High Quality  Short-Term Bond and Money Market
     Funds -- PCII;
o    Real Estate Fund-- PCREI;
o    European, International II, Pacific Basin and Technology Funds -- BT;
o    Partners  LargeCap  Blend  Fund and  Partners  SmallCap  Growth  Fund II --
     Federated;
o    Partners MidCap Growth Fund -- Turner;
o    Partners LargeCap Growth Fund II -- American Century;
o    Partners LargeCap Value Fund -- Bernstein;
o    Partners LargeCap Growth Fund I -- Morgan Stanley;
o    Partners MidCap Value Fund and Partners SmallCap Growth Fund I -- Neuberger
     Berman.

The  Agreements  may be terminated at any time on 60 days written  notice to the
applicable  Sub-Advisor either by vote of the Board of Directors or by a vote of
the majority of the outstanding securities of the applicable Fund/Portfolio. The
Sub-Advisory  Agreement may also be terminated  by the Manager,  the  respective
Sub-Advisor, or Principal Life Insurance Company, as the case may be, on 60 days
written  notice  to  the  Fund/Portfolio  and/or  applicable  Sub-Advisor.   The
Agreements will terminate automatically in the event of their assignment.

The agreements for each Portfolio were last approved as follows:

<TABLE>
<CAPTION>
                                                 Approved by the Board of Directors                    Approved by Shareholders

                                        Investment Service      Management       Sub-Advisory        Management      Sub-Advisory
      Portfolios                             Agreement           Agreement         Agreement          Agreement        Agreement

<S>                                           <C>                 <C>               <C>                <C>             <C>
International Emerging Markets                9/11/00             9/11/00           9/11/00            11/24/97        11/24/97
International Securities                      9/11/00             9/11/00           9/11/00             5/18/93         5/18/93
International SmallCap                        9/11/00             9/11/00           9/11/00            11/24/97        11/24/97
Mortgage Based Securities                     9/11/00             9/11/00           9/11/00             5/18/93         5/18/93
</TABLE>


The  Agreements  for each  Fund  were  approved  by the  Board of  Directors  on
September 11, 2000 and by its shareholders on December 5, 2000.

Custodian
The Bank of New York,  100 Church  Street,  10th  Floor,  New York,  NY 10286 is
custodian of the  portfolio  securities  and cash assets of the  Mortgage-Backed
Securities  Portfolio,   Balanced,   Bond  &  Mortgage  Securities,   Government
Securities,  High Quality  Intermediate-Term  Bond, High Quality Long-Term Bond,
High Quality Short-Term Bond,  International I, International  Emerging Markets,
International SmallCap, LargeCap Blend, LargeCap Growth, LargeCap S&P 500 Index,
LargeCap Value, MidCap Blend, MidCap Growth, MidCap S&P 400 Index, MidCap Value,
Money Market,  Partners  LargeCap  Blend,  Partners  LargeCap Growth I, Partners
LargeCap Growth II, Partners  LargeCap Value,  Partners MidCap Growth,  Partners
MidCap Value,  Partners  SmallCap  Growth I, Partners  SmallCap  Growth II, Real
Estate,  SmallCap Blend,  SmallCap  Growth,  SmallCap S&P 600 Index and SmallCap
Value Funds. The custodian for the International Emerging Markets, International
SmallCap and International Securities Portfolios and the European, International
II, Pacific Basin and Technology  Funds is Chase Manhattan  Bank,  N.A., 4 Chase
Metro Tech Center, 18th Floor,  Brooklyn, New York 11245. The custodians perform
no managerial or policymaking functions for the fund.


BROKERAGE ALLOCATION AND OTHER PRACTICES

Brokerage on Purchases and Sales of Securities
In distributing  brokerage  business  arising out of the placement of orders for
the purchase and sale of securities for any Fund/Portfolio, the objective of the
Fund's/Portfolio's  Sub-Advisor is to obtain the best overall terms. In pursuing
this  objective,  the  Sub-Advisor  considers  all  matters  it deems  relevant,
including the breadth of the market in the security,  the price of the security,
the financial condition and executing capability of the broker or dealer and the
reasonableness of the commission,  if any (for the specific transaction and on a
continuing basis). This may mean in some instances that the Sub-Advisor will pay
a broker  commissions  that are in excess of the amount of  commissions  another
broker  might  have  charged  for  executing  the  same   transaction  when  the
Sub-Advisor  believes that such  commissions  are reasonable in light of (a) the
size and difficulty of the transaction (b) the quality of the execution provided
and (c) the level of  commissions  paid  relative to  commissions  paid by other
institutional  investors.  (Such  factors  are  viewed  both  in  terms  of that
particular transaction and in terms of all transactions that broker executes for
accounts  over  which  the  Sub-Advisor  exercises  investment  discretion.  The
Sub-Advisor may purchase securities in the  over-the-counter  market,  utilizing
the services of principal  market  makers unless better terms can be obtained by
purchases through brokers or dealers,  and may purchase securities listed on the
New York Stock Exchange ("NYSE") from  non-Exchange  members in transactions off
the Exchange.)


The Sub-Advisor may give consideration in the allocation of business to services
performed by a broker (e.g.,  the  furnishing of  statistical  data and research
generally consisting of, but not limited to, information of the following types:
analyses  and  reports  concerning  issuers,  industries,  economic  factors and
trends,  portfolio  strategy and  performance of client  accounts).  If any such
allocation is made, the primary criteria used will be to obtain the best overall
terms for such transactions.  The Sub-Advisor may also pay additional commission
amounts for research  services.  Such statistical data and research  information
received  from  brokers or dealers as  described  above may be useful in varying
degrees and the  Sub-Advisor may use it in servicing some or all of the accounts
it manages.  Some statistical data and research  information obtained may not be
useful to the  Sub-Advisor in managing the client  account,  brokerage for which
resulted  in the  Sub-Advisor's  receipt of the  statistical  data and  research
information.  However,  in the Sub-Advisor's  opinion,  the value thereof is not
determinable  and it is not expected  that the  Sub-Advisor's  expenses  will be
significantly  reduced since the receipt of such  statistical  data and research
information is only supplementary to the Sub-Advisor's own research efforts.

The  Sub-Advisors  allocated  portfolio  transactions  to certain brokers due to
research services provided by such brokers for certain  Funds/Portfolios.  These
portfolio  transactions  resulted  in  commissions  paid  as  indicated  in  the
following table:


                                            Commissions paid for the fiscal year
                                                  ended December 31, 1999

                Portfolios                 1999           1998             1997

     International Emerging Markets       $4,210            N/A           $1,100
     International Securities              9,381         $3,362           $4,841
     International SmallCap                2,690            N/A             $317


Subject  to the  rules  promulgated  by the  SEC,  as well as  other  regulatory
requirements,   a  Sub-Advisor   may  also  allocate   orders  on  behalf  of  a
Fund/Portfolio   to   broker-dealers   affiliated  with  the  Sub-Advisor.   The
Sub-Advisor  shall determine the amounts and proportions of orders  allocated to
its affiliated  broker-dealers.  The Boards of Directors will receive  quarterly
reports on these transactions.


Purchases and sales of debt securities and money market instruments  usually are
principal  transactions;  portfolio  securities are normally  purchased directly
from the issuer or from an underwriter or marketmaker for the  securities.  Such
transactions are usually conducted on a net basis with the Fund/Portfolio paying
no brokerage  commissions.  Purchases from underwriters  include a commission or
concession paid by the issuer to the underwriter, and the purchases from dealers
serving as marketmakers include the spread between the bid and asked prices.

For the Funds/Portfolios for which Invista, PCREI or PCII serves as Sub-Advisor,
the following  describes the  allocation  process used.  If, in carrying out the
investment objectives of the Funds/Portfolios, occasions arise when purchases or
sales  of the  same  equity  securities  are to be  made  for two or more of the
Funds/Portfolios at the same time (or, for two or more  Funds/Portfolios and any
other  accounts  managed by the  Sub-Advisor),  the  Sub-Advisor  may submit the
orders to purchase  or,  whenever  possible,  to sell,  to a  broker/dealer  for
execution on an aggregate or "bunched" basis  (including  orders for accounts in
which the  Registrant,  its  affiliates  and/or its  personnel  have  beneficial
interests).  The  Sub-Advisor may create several  aggregate or "bunched"  orders
relating to a single  security at  different  times during the same day. On such
occasions, the Sub-Advisor shall compose, before entering an aggregated order, a
written  Allocation  Statement as to how the order will be  allocated  among the
various  accounts.  Securities  purchased or proceeds of sales  received on each
trading day with  respect to each such  aggregate  or  "bunched"  order shall be
allocated  to the  various  Funds/Portfolios  and other  client  accounts  whose
individual  orders for purchase or sale make up the aggregate or "bunched" order
by filling each Fund's or other client  account's  order in accordance  with the
Allocation  Statement.  If the order is partially  filled, it shall be allocated
pro  rata  based  on  the  Allocation   Statement.   Securities   purchased  for
Funds/Portfolios  and other  client  accounts  participating  in an aggregate or
"bunched"  order  will  be  placed  into  those   Funds/Portfolios   and,  where
applicable,  other client accounts at a price equal to the average of the prices
achieved in the course of filling that aggregate or "bunched" order.

If purchases or sales of the same debt securities are to be made for two or more
of the  Funds/Portfolios  at the same time, the securities  will be purchased or
sold proportionately in accordance with the amount of such security sought to be
purchased or sold at that time for each Fund/Portfolio.

The  Sub-Advisor  expects  aggregation or "bunching" of orders,  on average,  to
slightly  reduce the cost of  execution.  The  Sub-Advisor  will not aggregate a
client's order if, in a particular  instance,  it believes that aggregation will
increase  the  client's  cost  of  execution.  In  some  cases,  aggregation  or
"bunching"  of orders may  increase  the price a client pays or  receives  for a
security  or reduce  the  amount of  securities  purchased  or sold for a client
account.

The  Sub-Advisor  may enter  aggregated  orders for shares  issued in an initial
public offering  (IPO). In determining  whether to enter an order for an IPO for
any  client  account,   the  Sub-Advisor   considers  the  account's  investment
restrictions, risk profile, asset composition and cash level. Accordingly, it is
unlikely that every client  account will  participate  in every  available  IPO.
Partially filled orders for IPOs will be allocated to participating  accounts in
accordance  with the procedures  set out above.  Often,  however,  the amount of
shares  designated  by  an  underwriter  for  the   Sub-Advisor's   clients  are
insufficient to provide a meaningful  allocation to each participating  account.
In such cases, the Sub-Advisor will employ an allocation  system it feels treats
all participating accounts fairly and equitably over time.

The following  describes the allocation  process utilized by the Sub-Advisor for
the European, International II, Pacific Basin and Technology Funds:

     Client  monies are  assigned to BT  portfolio  managers  and are  generally
     grouped into product types.  All  portfolios  within each product type will
     have similar investment objectives, although individual portfolios may have
     investment  objectives and restrictions that differ to some extent from the
     overall objectives for that product type.

     The portfolio  manager will decide,  prior to trading,  which  products and
     therefore,  which  portfolios will take part in the subsequent  allocation.
     All portfolios  within a product managed by a particular  portfolio manager
     will participate in the allocation except in the following circumstances:
     o    where  client  cash flow  means that a  client's  portfolio  has to be
          traded separately;
     o    where  there  are  specific  client  restrictions  which  preclude  an
          allocation;
     o    where a nonstandard  benchmark or target  results in a security  being
          deemed unsuitable for that portfolio;
     o    where, in the case of sales, a particular  portfolio does not hold the
          security; and
     o    where the trade is partially filled,  either for normal trading or for
          an IPO.
     In these cases,  if there is no indication on the order form as to priority
     of  allocation  then BT will  allocate  on a pro-rata  basis.  Priority  of
     allocation on the order forms may be set due to  sensitivity to transaction
     costs,  tax  status,  tolerance  for  small  holding,  tolerance  for large
     holdings  or  specific   exposures   (proximity  to  limits)  and  turnover
     considerations.

The following  describes the allocation  process utilized by the Sub-Advisor for
the Partners MidCap Growth Fund:

     Turner has developed an allocation system for limited opportunities:  block
     orders  that  cannot  be  filled  in one day and  IPOs.  Allocation  of all
     partially filled trades will be done pro-rata,  unless the small size would
     cause excessive  ticket charges.  In that case,  allocation will begin with
     the next account on the rotational account listing.  Any directed brokerage
     arrangement  will  result  in the  inability  of Turner  to, in all  cases,
     include  trades  for that  particular  client in block  orders if the block
     transaction  is executed  through a broker other than the one that has been
     directed.  The benefits of that kind of  transaction,  a sharing of reduced
     cost and possibly more attractive  prices,  will not extend to the directed
     client. Allocation exceptions may be made if documented and approved timely
     by the firm's compliance officer.  Turner's  proprietary accounts may trade
     in  the  same  block  with  client  accounts,  if  it is  determined  to be
     advantageous to the client to do so.

The following  describes the allocation  process utilized by the Sub-Advisor for
the Partners LargeCap Blend and Partners SmallCap Growth II Funds. Federated has
developed  allocation  procedures for IPOs,  secondary  market  transactions and
transactions for Funds with a common portfolio management.

     With respect to IPOs,  Federated combines all purchase orders made for each
     Fund for which it serves as advisor and places a single  purchase  order on
     such terms and at such time as Federated reasonably expects to maximize the
     Funds'  participation in the IPOs.  Prior to entering the order,  Federated
     will  prepare a record of which Funds will  participate  in the IPO and the
     amount  of  securities  they  have  been   authorized  to  purchase.   Upon
     confirmation  of the amount of  securities  received in the IPO,  Federated
     allocates such securities  among the  participating  Funds in proportion to
     their participation in the order and notifies the portfolio manager of each
     participating  Fund of that preliminary  allocation.  The portfolio manager
     may request the purchase of additional  securities up to a specified price,
     or sell  some or all the  securities  allocated  to the Fund for  which the
     portfolio  manager  serves at or above a  specified  price.  The  portfolio
     manager  may  also  withdraw  from  the  IPO if  the  size  of  the  Fund's
     participation  in  the  order  does  not  justify  the  administrative  and
     transactional  expense  of  accepting  and  selling  the  securities,   but
     withdrawal  will be  permitted  only to the extent  that orders from Fund's
     wishing  to  purchase  the IPO  securities  exceed  request  to  sell  such
     securities.

     With respect to transactions among multiple Funds authorized to purchase or
     sell  the  same  equity  securities  on a  securities  exchange  or in  the
     "over-the-counter"  market,  Federated will combine all purchase orders and
     all sell  orders and will  attempt to sell or  purchase  sufficient  equity
     securities  to fill  all  outstanding  orders.  The  allocation  of  equity
     securities  purchased  or  sold is in  proportion  to  each  Fund's  order.
     Federated will not change the allocation unless all participating portfolio
     managers  or  Federated's  Chief  Investment   Officer  authorizes  another
     allocation   before  the  trade  tickets  are  transmitted  to  the  Fund's
     custodian, and any such reallocation is reviewed by Federated's Director of
     Compliance.  If  Federated  is  attempting  to fill an order  for an equity
     security and a portfolio manager delivers a new order for the same security
     during the trading day,  the new order will be added to the combined  order
     if there has been no material  change in the price of equity  security from
     any trade previously executed that day. If there has been a material change
     (a  change  of 2  percent  or  more)  the new  order  will be  added to the
     unexecuted balance of original orders.

     With respect to transactions  for Fund's with a common  portfolio  manager,
     the  portfolio  manager must balance the  competing  interests of the Funds
     when  allocating  securities.  Typically,  a portfolio  manager  will place
     orders for equity  securities  on behalf of Funds with the same  investment
     objectives,  strategies  and policies in  proportion to the market value of
     their   portfolios.   However,   among  Funds  with  different   investment
     objectives, strategies or policies, a portfolio manager may give precedence
     to the Funds for which an equity  security is best  suited.  Factors that a
     portfolio manager may consider when placing different proportion orders for
     equity  securities  on behalf  Funds  include  (but are limited  to),  with
     respect to each Fund, current cash availability and anticipated cash flows,
     available alternative investments, current exposure to the issuer, industry
     or sector,  whether the expected effect on strategy or performance would be
     minimal or whether a proportionate  allocation  would result in an economic
     order quantity.

The following  describes the allocation  process utilized by the Sub-Advisor for
the Partners LargeCap Growth Fund I:

     Transactions   for  each   portfolio   account   generally   are  completed
     independently.  The  Sub-Advisor,  however,  may  purchase or sell the same
     securities or  instruments  for a number of portfolio  accounts,  including
     portfolios of its affiliates,  simultaneously.  These accounts will include
     pooled vehicles,  including partnerships and investment companies for which
     the  Sub-Advisor  and related  persons of the Sub-Advisor act as investment
     manager and  administrator,  and in which the  Sub-Advisor,  its  officers,
     employees and its related persons have a financial  interest,  and accounts
     of pension plans covering  employees of the Sub-Advisor and its affiliates.
     When  possible,  orders for the same  security are combined or "batched" to
     facilitate  test  execution and to reduce  brokerage  commissions  or other
     costs. The Sub-Advisor effects batched transactions in a manner designed to
     ensure that no participating portfolio,  including any Proprietary Account,
     is  favored  over  any  other  portfolio.   Specifically,   each  portfolio
     (including the Portfolio) that  participates in a batched  transaction will
     participate  at the  average  share  price  for  all  of the  Sub-Advisor's
     transactions  in that  security on that  business day, with respect to that
     batched order.  Securities  purchased or sold in a batched  transaction are
     allocated pro-rata,  when possible, to the participating portfolio accounts
     in  proportion  to the  size of the  order  placed  for each  account.  The
     Sub-Advisor  may,  however,  increase or decrease the amount of  securities
     allocated to each account if  necessary to avoid  holding  odd-lot or small
     numbers  of  shares  for  particular  portfolios.   Additionally,   if  the
     Sub-Advisor  is unable  to fully  execute  a  batched  transaction  and the
     Sub-Advisor  determines  that it would be  impractical  to allocate a small
     number of securities among the accounts participating in the transaction on
     a pro-rata basis,  the Sub-Advisor may allocate such securities in a manner
     determined in good faith to be a fair allocation.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Purchase of Shares
Shares  of  the  Portfolios  are  no  longer  sold  except  to  accommodate  the
reinvestment of capital gains or dividends paid by a Portfolio.

Shares  of the Funds  can be  purchased  only by (i) the  separate  accounts  of
participating  insurance companies for the purpose of funding variable insurance
contracts (Class I shares),  (ii) any Fund  distributed by Princor,  if the Fund
seeks to achieve its  investment  objective by investing  primarily in shares of
Funds distributed by Princor,  and (iii) certain employer  sponsored  retirement
plans  (Advisors  Preferred,  Advisors  Select,  Preferred and Select Classes of
shares).

The Select and Preferred  classes of shares are available  only through  certain
registered  representatives  of Princor Financial  Services  Corporation who are
also  employees  of Principal  Life  Insurance  Company or  fee-based  financial
planners.
o    Select shares are available to an employer's  sponsored  retirement plan(s)
     (the  "plan")  through  the  Principal  Investors  Advantage  (the  service
     contract (or through  execution of a service  contract  offered  through an
     affiliate  of  Principal  Life  Insurance  Company)) if the plan invests at
     least $3 million  (but less than $10  million) in the  Principal  Investors
     Fund.
o    Preferred  shares  are  available  to an  employer's  sponsored  retirement
     plan(s) (the "plan") through the Principal  Investors Advantage (or through
     execution of a service  contract  offered through an affiliate of Principal
     Life  Insurance  Company))  if the plan invests at least $10 million in the
     Principal Investors Fund.

The Advisors Select and Advisors  Preferred classes of shares are available only
through  registered  representatives of dealers selected by Princor or financial
planners.
o    Advisors Select shares are available to an employer's  sponsored retirement
     plan(s)  (the  "plan")  through  the  Principal  Investors  Advantage  (the
     services  contract  (or through  execution  of a service  contract  offered
     through an affiliate  of  Principal  Life)) if the plan invests at least $3
     million (but less than $10 million) in the Principal Investors Fund.
o    Advisors  Preferred  shares  are  available  to  an  employer's   sponsored
     retirement plan(s) (the "plan") through the Principal  Investors  Advantage
     (the services  contract (or through execution of a service contract offered
     through an affiliate  of Principal  Life)) if the plan invests at least $10
     million in the Principal Investors Fund.

Participating  insurance  companies and certain  other designated  organizations
are  authorized  to  receive  purchase  orders on the  Funds'  behalf  and those
organizations  are  authorized  to  designate  their  agents and  affiliates  as
intermediaries  to receive purchase orders.  Purchase orders are deemed received
by a Fund when authorized organizations,  their agents or affiliates receive the
order.  The  Funds  are  not  responsible  for  the  failure  of any  designated
organization  or its agents or  affiliates to carry out its  obligations  to its
customers.  Shares of the Funds are purchased at the net asset value ("NAV") per
share as determined at the close of the regular trading session of the NYSE next
occurring after a purchase order is received and accepted by an authorized agent
of a Fund.  In order to receive a day's price,  an order must be received by the
close of the regular trading session of the NYSE as described below in "Offering
Price."

Sales of Shares
Payment for shares tendered for redemption is ordinarily made in cash. The Board
of  Directors  may  determine,  however,  that it  would be  detrimental  to the
remaining shareholders to make payment of a redemption order wholly or partly in
cash. The Fund/Portfolio may, therefore, pay the redemption proceeds in whole or
in part by a distribution  "in kind" of securities  from the  Fund's/Portfolio's
portfolio in lieu of cash. If the Fund/Portfolio pays the redemption proceeds in
kind, the redeeming  shareholder might incur brokerage or other costs in selling
the securities for cash. The  Fund/Portfolio  will value  securities used to pay
redemptions in kind using the same method the  Fund/Portfolio  uses to value its
portfolio securities as described below in "Offering Price."

Sales of shares,  like  purchases,  may only be effected  through  the  separate
accounts of  participating  insurance  companies or an employer  sponsored plan.
Certain  designated  organizations  are authorized to receive sell orders on the
Funds' behalf and those  organizations  are authorized to designate their agents
and affiliates as intermediaries to receive redemption orders. Redemption orders
are deemed  received by a Fund when  authorized  organizations,  their agents or
affiliates  receive the order.  The Funds are not responsible for the failure of
any  designated  organization  or its  agents  or  affiliates  to carry  out its
obligations to its customers.

The  right to  require  the  Funds/Portfolios  to  redeem  their  shares  may be
suspended, or the date of payment may be postponed, whenever: (1) trading on the
NYSE is  restricted,  as determined by the SEC, or the NYSE is closed except for
holidays and weekends, (2) the SEC permits such suspension and so orders; or (3)
an emergency  exists as  determined by the SEC so that disposal of securities or
determination of NAV is not reasonably practicable.

Offering Price
As stated in the  Prospectuses,  the NAV of each  class of the  Funds/Portfolios
(except  Money  Market  Fund) is  determined  once each day on which the NYSE is
open, at the close of its regular trading session  (normally 4:00 p.m., New York
time,  Monday  through  Friday).  As  stated  in  the  Prospectus,  the  NAV  of
Fund/Portfolio  shares is not determined on days the NYSE is closed  (generally,
New Year's Day, Martin Luther King Day,  Presidents' Day, Good Friday,  Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas).

The per share NAV of each class is  determined  by taking  the total  value of a
Fund's/Portfolio's  securities  and other assets less  liabilities  dividing the
remainder  proportionately  into  the  classes  of  the  Fund,  subtracting  the
liabilities of each class,  dividing the remainder by the total number of shares
of that class outstanding. In determining NAV, securities listed on an Exchange,
the NASDAQ  National Market and foreign markets are valued at the closing prices
on such markets,  or if such price is lacking for the trading period immediately
preceding the time of determination, such securities are valued at their current
bid  price.  Municipal  securities  held  by  the  Funds/Portfolios  are  traded
primarily in the  over-the-counter  market.  Valuations of such  securities  are
furnished by one or more pricing services employed by the  Funds/Portfolios  and
are based upon  appraisals  obtained  by a pricing  service,  in  reliance  upon
information  concerning  market  transactions  and  quotations  from  recognized
municipal   securities  dealers.   Other  securities  that  are  traded  on  the
over-the-counter  market  are  valued  at  their  closing  bid  prices.  Foreign
securities and currencies are converted to U.S.  dollars using the exchange rate
in effect  at the close of the NYSE.  Each  Fund/Portfolio  will  determine  the
market value of individual  securities  held by it, by using prices  provided by
one or more  professional  pricing  services  which may provide market prices to
other funds,  or, as needed,  by obtaining  market  quotations from  independent
broker-dealers.  Short-term  securities maturing within 60 days are valued on an
amortized cost basis. Securities for which quotations are not readily available,
and other  assets,  are valued at fair  value  determined  in good  faith  under
procedures established by and under the supervision of the Board of Directors.

Trading in  securities  on foreign  securities  exchanges  and  over-the-counter
markets is normally completed well before the close of business on each business
day in New York (i.e.,  a day on which the NYSE is open).  In addition,  foreign
securities  trading  generally or in a particular  country or countries  may not
take place on all business days in New York. Furthermore, trading may take place
in various  foreign  markets on days which are not business days in New York and
on which a Fund's/Portfolio's NAV is not calculated. A Fund/Portfolio calculates
its NAV per class per  share,  and  therefore  effects  sales,  redemptions  and
repurchases of its shares, as of the close of the NYSE once on each day on which
the NYSE is open. Such calculation may not take place contemporaneously with the
determination  of the prices of the foreign  portfolio  securities  used in such
calculation.

Money Market Fund
The share price of each class of shares of the Money  Market Fund is  determined
at the same time and on the same days as the  Funds/Portfolios  described above.
The share price for each class of shares of the Fund is computed by dividing the
total value of the Fund's securities and other assets,  less liabilities,  class
proportion, then by the number of class shares outstanding.

All  securities  held by the Money Market Fund are valued on an  amortized  cost
basis.  Under this method of valuation,  a security is initially valued at cost;
thereafter,  the Fund  assumes a constant  proportionate  amortization  in value
until  maturity  of  any  discount  or  premium,  regardless  of the  impact  of
fluctuating  interest  rates on the  market  value of the  security.  While this
method  provides  certainty in valuation,  it may result in periods during which
value,  as determined by amortized  cost, is higher or lower than the price that
would be received upon sale of the security.

Use of the  amortized  cost  valuation  method by the Money Market Fund requires
maintenance  of a dollar  weighted  average  maturity  of 90 days or less and to
purchase only obligations that have remaining  maturities of 397 days or less or
have a variable or floating rate of interest. In addition, the Fund invests only
in  obligations  determined by the Board of Directors to be of high quality with
minimal credit risks.

The Board of Directors has established procedures designed to stabilize,  to the
extent reasonably possible,  the Money Market Fund's price per share as computed
for the purpose of sales and  redemptions at $1.00.  Such  procedures  include a
directive to the Manager to test price the portfolio or specific securities on a
weekly basis using a  mark-to-market  method of valuation to determine  possible
deviations in the NAV from $1.00 per share. If such deviation exceeds 1/2 of 1%,
the Board  promptly  considers  what action,  if any, will be initiated.  In the
event the Board  determines that a deviation exists which may result in material
dilution  or  other  unfair  results  to  shareholders,  the  Board  takes  such
corrective  action as it regards as  appropriate,  including:  sale of portfolio
instruments  prior to maturity;  the  withholding  of dividends;  redemptions of
shares  in  kind;  the  establishment  of an NAV  based  upon  available  market
quotations;  or  splitting,  combining or otherwise  recapitalizing  outstanding
shares.  The Money Market Fund may also reduce the number of shares  outstanding
by  redeeming  proportionately  from  shareholders,  without  the payment of any
monetary compensation, such number of full and fractional shares as is necessary
to maintain the NAV at $1.00 per share.

TAXATION OF THE FUND

It is a policy of the  Funds/Portfolios  to make  distributions of substantially
all of their  respective  investment  income and any net realized capital gains.
The  Funds/Portfolios  intend to qualify as  regulated  investment  companies by
satisfying  certain  requirements  prescribed  by  Subchapter  M of the Internal
Revenue Code.  If a  Fund/Portfolio  fails to qualify as a regulated  investment
company, it will be liable for taxes,  significantly  reducing its distributions
to shareholders and eliminating  shareholder's ability to treat distributions of
the Fund/Portfolio in the manner they were received by the Fund/Portfolio.

All  income   dividends   and  capital  gains   distributions,   if  any,  on  a
Fund's/Portfolio's  shares are reinvested  automatically in additional shares of
the same class of the same  Fund/Portfolio  at the NAV  determined  on the first
business day following the record date.

Certain Funds/Portfolios may purchase securities of certain foreign corporations
considered to be passive  foreign  investment  companies by the IRS. In order to
avoid  taxes and  interest  that must be paid by the  Funds/Portfolios  if these
instruments appreciate in value, the Funds/Portfolios may make various elections
permitted  by the tax laws.  However,  these  elections  could  require that the
Funds/Portfolios recognize taxable income, which in turn must be distributed.

Some  foreign  securities  purchased by the  Funds/Portfolios  may be subject to
foreign taxes that could reduce the yield on such securities. The amount of such
foreign taxes is expected to be  insignificant.  The  Funds/Portfolios  may from
year to year make the  election  permitted  under  Section  853 of the  Internal
Revenue Code to pass through such taxes to shareholders. If such election is not
made,  any  foreign  taxes paid or  accrued  will  represent  an expense to each
affected Fund that will reduce its investment company taxable income.

UNDERWRITER

Shares of each Fund are offered on a  continuous  basis by Princor as  principal
underwriter.  Shares  are  sold  at  NAV.  In  certain  circumstances,   Princor
compensates its registered representatives or a dealer with which it has entered
into a selling agreement for their efforts in distributing shares.

Princor did not receive underwriting fees from the sale of Portfolio shares.

CALCULATION OF PERFORMANCE DATA


For all Funds/Portfolios except the Money Market Fund
A Fund may quote  performance  in  various  ways.  All  performance  information
supplied by a Fund in  advertising is historical and is not intended to indicate
future  returns.  Each class's  share price and return  fluctuate in response to
market conditions and other factors,  and the value of Fund shares when redeemed
may be more or less than their original cost.


Return  Calculations.  Returns  quoted in  advertising  reflect all aspects of a
class's return,  including the effect of reinvesting  dividends and capital gain
distributions,  and  any  change  in a  class's  NAV  over a  stated  period.  A
cumulative  return  reflects  actual  performance  over a stated period of time.
Average annual  returns are  calculated by determining  the growth or decline in
value of a hypothetical  historical  investment in a class over a stated period,
and then  calculating  the annually  compounded  percentage rate that would have
produced  the same  result if the rate of growth  or  decline  in value had been
constant over the period.

For example, a cumulative return of 100% over ten years would produce an average
annual  return of 7.18%,  which is the steady  annual  rate of return that would
equal 100% growth on a compounded  basis in ten years.  Average  annual  returns
covering  periods of less than one year are  calculated by determining a class's
return for the  period,  extending  that return for a full year  (assuming  that
return  remains  constant  over the year),  and  quoting the result as an annual
return.  While  average  annual  returns  are a  convenient  means of  comparing
investment alternatives,  investors should realize that a class's performance is
not constant over time,  but changes from year to year,  and that average annual
returns  represent  averaged  figures  as  opposed  to the  actual  year-to-year
performance of a class. In addition to average annual returns, a class may quote
unaveraged or  cumulative  returns  reflecting  the simple change in value of an
investment  over a stated period.  Average annual and cumulative  returns may be
quoted as a percentage or as a dollar amount, and may be calculated for a single
investment, a series of investments,  or a series of redemptions,  over any time
period.  Returns may be broken down into their  components of income and capital
(including  capital  gains  and  changes  in  share  price)  to  illustrate  the
relationship of these factors and their contributions to return.  Returns may be
quoted on a  before-tax  or  after-tax  basis.  Returns  and  other  performance
information  may  be  quoted  numerically  or  in  a  table,  graph  or  similar
illustration.

A Fund may also include in its advertisements  comparisons of the performance of
the Fund to that of various market indices, such as:

<TABLE>
<CAPTION>
<S>  <C>                                                                        <C>
     Lehman Brothers Aggregate Bond Index                                       Russell 100 Growth Index
     Lehman Brothers Long Term Government/Corporate                             Russell 1000 Value Index
       Bond Index                                                               Russell 2000 Index
     Lehman Brothers Government/Corporate Bond Index                            Russell 2000 Growth Index
     Lehman Brothers Mortgage-Backed Securities Index                           Russell 2000 Value Index
     Lehman Brother Mutual Fund 1-5 Government/Credit Index                     Russell MidCap Growth Index
     Morgan Stanley Capital International EAFE                                  S&P 500 Index
       (Europe, Australia, Far East) Index                                      S&P/Barra 400 Value Index
     Morgan Stanley Capital International Emerging                              S&P/Barra 500 Growth Index
       Markets  Free Index                                                      S&P/Barra 500 Value Index
     Morgan  Stanley  Capital International Europe (15) Index                   S&P/Barra 600 Growth Index
     Morgan Stanley Capital  International Pacific Free Index                   S&P MidCap 400 Index Morgan
     Stanley REIT Index                                                         S&P SmallCap 600 Index
</TABLE>

Money Market Fund
The Money Market Fund advertises its yield and its effective yield.

Yield is computed by:
o    determining   the  net  change   (excluding   shareholder   purchases   and
     redemptions) in the value of a hypothetical  pre-existing  account having a
     balance of one share at the beginning of the period
o    dividing the difference by the value of the account at the beginning of the
     base period to obtain the base period return
o    multiplying  the base period  return by (365/7)  with the  resulting  yield
     figure carried to at least the nearest hundredth of one percent.

There  may be a  difference  in the net  investment  income  per  share  used to
calculate  yield  and the net  investment  income  per share  used for  dividend
purposes.  This is because the  calculation  for yield purposes does not include
net  short-term  realized  gains or losses on the Fund's  investment,  which are
included in the calculation for dividend purposes.

Effective yield is computed by:
o    determining   the  net  change   (excluding   shareholder   purchases   and
     redemptions) in the value of a hypothetical  pre-existing  account having a
     balance of one share at the beginning of the period
o    dividing the difference by the value of the account at the beginning of the
     base period to obtain the base period  return  compounding  the base period
     return by adding 1,  raising  the sum to a power equal to 365 divided by 7,
     and subtracting 1 from the result.
The  resulting  effective  yield  figure  is  carried  to at least  the  nearest
hundredth of one percent.

The yield  quoted at any time for the Money  Market Fund  represents  the amount
that has earned during a specific, recent seven-day period and is a function of:
o    the quality of investments in the Money Market Fund's portfolio
o    types of investments in the Money Market Fund's portfolio
o    length of maturity of investments in the Money Market Fund's portfolio
o    Money Market Fund's operating expenses.

The length of maturity for the Money Market Fund's portfolio is calculated using
the average dollar  weighted  maturity of all  investments.  This means that the
portfolio  has  an  average  maturity  of  a  stated  number  of  days  for  its
investments.  The  calculation  is  weighted  by  the  relative  value  of  each
investment.

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

FINANCIAL STATEMENTS

The financial statements for the International  Emerging Markets,  International
Securities, International SmallCap and Mortgage-Backed Securities Portfolios for
the year  ended  December  31,  1999 are part of this  Statement  of  Additional
Information.   The  financial   statements  appear  in  the  Annual  Reports  to
Shareholders.  Reports on those  statements from Ernst & Young LLP,  independent
auditors,  are  included  in the  Annual  Report  and  are  also a part  of this
Statement of Additional Information.  The Annual Reports are furnished,  without
charge,  to  investors  who  request  copies  of  the  Statement  of  Additional
Information.


The semiannual  financial  statements for the Portfolios as of June 30, 2000 are
incorporated  herein by reference.  The unaudited interim  financial  statements
reflect all adjustments which are, in the opinion of management,  necessary to a
fair statement for the results for the interim period presented.


Financial  statements  and  financial  highlights  for the other  Funds  will be
included in the Annual Report when they have completed an annual period.

APPENDIX A

Description of Bond Ratings:

Moody's Investors Service, Inc. Bond Ratings

Aaa:     Bonds  which are rated Aaa are judged to be of the best  quality.  They
         carry the smallest degree of investment risk and are generally referred
         to as "gilt edge." Interest  payments are protected by a large or by an
         exceptionally  stable margin and principal is secure. While the various
         protective  elements  are  likely to  change,  such  changes  as can be
         visualized  are  most  unlikely  to  impair  the  fundamentally  strong
         position of such issues.

Aa:      Bonds  which  are  rated Aa are  judged  to be of high  quality  by all
         standards. Together with the Aaa group they comprise what are generally
         known as high  grade  bonds.  They are rated  lower than the best bonds
         because  margins of protection may not be as large as in Aaa securities
         or  fluctuation of protective  elements may be of greater  amplitude or
         there may be other  elements  present  which make the  long-term  risks
         appear somewhat larger than in Aaa securities.

A:       Bonds which are rated A possess many  favorable  investment  attributes
         and are to be  considered  as upper medium grade  obligations.  Factors
         giving security to principal and interest are considered adequate,  but
         elements may be present  which suggest a  susceptibility  to impairment
         sometime in the future.

Baa:     Bonds which are rated Baa are  considered as medium grade  obligations,
         i.e., they are neither highly  protected nor poorly  secured.  Interest
         payments and  principal  security  appear  adequate for the present but
         certain protective elements may be lacking or may be characteristically
         unreliable over any great length of time.  Such bonds lack  outstanding
         investment characteristics and in fact have speculative characteristics
         as well.

Ba:      Bonds which are rated Ba are judged to have speculative elements; their
         future cannot be considered as  well-assured.  Often the  protection of
         interest and  principal  payments may be very  moderate and thereby not
         well  safeguarded  during  both  good and bad  times  over the  future.
         Uncertainty of position characterizes bonds in this class.

B:       Bonds which are rated B generally lack characteristics of the desirable
         investment.   Assurance  of  interest  and  principal  payments  or  of
         maintenance of other terms of the contract over any long period of time
         may be small.

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

Ca:      Bonds which are rated Ca represent obligations which are speculative in
         a high  degree.  Such issues are often in default or have other  marked
         shortcomings.

C:       Bonds which are rated C are the lowest  rated class of bonds and issues
         so rated can be regarded as having  extremely  poor  prospects  of ever
         attaining any real investment standing.

CONDITIONAL RATING:  Bonds for which the security depends upon the completion of
some act or the  fulfillment  of some condition are rated  conditionally.  These
bonds secured by (a) earnings of projects  under  construction,  (b) earnings of
projects  unseasoned  in  operation  experience,  (c)  rentals  which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches.  Parenthetical  rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.

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

SHORT-TERM  NOTES:  The four ratings of Moody's for short-term  notes are MIG 1,
MIG 2, MIG 3 and MIG 4; MIG 1 denotes "best quality,  enjoying strong protection
from established  cash flows";  MIG 2 denotes "high quality" with "ample margins
of  protection";  MIG 3  notes  are  of  "favorable  quality...but  lacking  the
undeniable  strength  of the  preceding  grades";  MIG 4 notes are of  "adequate
quality,  carrying specific risk for having  protection...and  not distinctly or
predominantly speculative."

Description of Moody's Commercial Paper Ratings

Moody's Commercial Paper ratings are opinions of the ability to repay punctually
promissory obligations not having an original maturity in excess of nine months.
Moody's  employs the following three  designations,  all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers:

Issuers  rated  Prime-1 (or  related  supporting  institutions)  have a superior
capacity for repayment of short-term promissory obligations.

Issuers  rated  Prime-2  (or  related  supporting  institutions)  have a  strong
capacity for repayment of short-term promissory obligations.

Issuers rated Prime-3 (or related  supporting  institutions)  have an acceptable
capacity for repayment of short-term promissory obligations.

Issuers rated Not Prime do not fall within any of the Prime rating categories.

Description of Standard & Poor's Corporation's Debt Ratings:

A Standard & Poor's debt rating is a current assessment of the  creditworthiness
of an obligor with respect to a specific  obligation.  This  assessment may take
into consideration obligors such as guarantors, insurers, or lessees.

The debt rating is not a  recommendation  to purchase,  sell or hold a security,
inasmuch  as it does  not  comment  as to  market  price  or  suitability  for a
particular investor.

The ratings are based on current information furnished by the issuer or obtained
by Standard & Poor's from other sources  Standard & Poor's  considers  reliable.
Standard & Poor's  does not perform an audit in  connection  with any rating and
may, on occasion,  rely on unaudited financial  information.  The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other circumstances.

The ratings are based, in varying degrees, on the following considerations:

I.   Likelihood of default -- capacity and  willingness of the obligor as to the
     timely  payment of interest and repayment of principal in  accordance  with
     the terms of the obligation;

II.  Nature of and provisions of the obligation;

III. Protection  afforded by, and relative  position of, the  obligation  in the
     event of bankruptcy,  reorganization or other arrangement under the laws of
     bankruptcy and other laws affecting creditor's rights.

AAA: Debt rated  "AAA" has the  highest  rating  assigned  by Standard & Poor's.
     Capacity to pay interest and repay principal is extremely strong.

AA:  Debt  rated  "AA" has a very  strong  capacity  to pay  interest  and repay
     principal and differs from the highest-rated issues only in small degree.

A:   Debt rated "A" has a strong  capacity to pay interest  and repay  principal
     although  they are  somewhat  more  susceptible  to the adverse  effects of
     changes in circumstances and economic  conditions than debt in higher-rated
     categories.

BBB: Debt rated "BBB" is regarded as having an adequate capacity to pay interest
     and repay  principal.  Whereas it  normally  exhibits  adequate  protection
     parameters,  adverse economic conditions or changing circumstances are more
     likely to lead to a weakened  capacity to pay interest and repay  principal
     for debt in this category than for debt in higher-rated categories.

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

C:   The rating "C" is reserved  for income  bonds on which no interest is being
     paid.

D:   Debt rated "D" is in default,  and payment of interest and/or  repayment of
     principal is in arrears.

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

Provisional Ratings: The letter "p" indicates that the rating is provisional.  A
provisional  rating  assumes the  successful  completion  of the  project  being
financed by the bonds being rated and  indicates  that  payment of debt  service
requirements  is largely or entirely  dependent  upon the  successful and timely
completion of the project. This rating, however, while addressing credit quality
subsequent to completion of the project,  makes no comment on the likelihood of,
or the risk of default upon  failure of, such  completion.  The investor  should
exercise his own judgment with respect to such likelihood and risk.

NR:      Indicates that no rating has been requested, that there is insufficient
         information  on which to base a rating or that  Standard & Poor's  does
         not rate a particular type of obligation as a matter of policy.

Standard & Poor's, Commercial Paper Ratings

A Standard  & Poor's  Commercial  Paper  Rating is a current  assessment  of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.  Ratings are graded  into four  categories,  ranging  from "A" for the
highest  quality  obligations  to "D" for the lowest.  Ratings are applicable to
both  taxable  and  tax-exempt  commercial  paper.  The four  categories  are as
follows:

A:   Issues  assigned  the highest  rating are  regarded as having the  greatest
     capacity for timely  payment.  Issues in this category are delineated  with
     the numbers 1, 2 and 3 to indicate the relative degree of safety.

A-1: This  designation  indicates  that the  degree of safety  regarding  timely
     payment  is  either  overwhelming  or  very  strong.  Issues  that  possess
     overwhelming safety characteristics will be given a "+" designation.

A-2: Capacity  for timely  payment on issues  with this  designation  is strong.
     However,  the  relative  degree  of  safety  is not as high  as for  issues
     designated "A-1".

A-3: Issues carrying this  designation  have a satisfactory  capacity for timely
     payment. They are, however, somewhat more vulnerable to the adverse effects
     of  changes  in  circumstances   than  obligations   carrying  the  highest
     designations.

B:   Issues  rated "B" are  regarded  as having only an  adequate  capacity  for
     timely  payment.   However,  such  capacity  may  be  damaged  by  changing
     conditions or short-term adversities.

C:   This rating is  assigned to  short-term  debt  obligations  with a doubtful
     capacity for payment.

D:   This rating indicates that the issue is either in default or is expected to
     be in default upon maturity.

The  Commercial  Paper  Rating is not a  recommendation  to  purchase  or sell a
security.  The ratings are based on current information  furnished to Standard &
Poor's by the issuer and  obtained by  Standard & Poor's  from other  sources it
considers  reliable.  The ratings may be changed,  suspended,  or withdrawn as a
result of changes in or unavailability of, such information.

Standard  & Poor's  rates  notes with a  maturity  of less than  three  years as
follows:

SP-1:A very strong,  or strong,  capacity to pay principal and interest.  Issues
     that  possess  overwhelming  safety  characteristics  will  be  given a "+"
     designation.

SP-2: A satisfactory capacity to pay principal and interest.

SP-3: A speculative capacity to pay principal and interest.



<PAGE>
                           PART C. OTHER INFORMATION

Item 23.  Exhibits.
--------  ---------

     (a)  (1)  a.   Articles of Amendment and Restatement (filed 4/12/96)
               b.   Articles of Amendment and Restatement (filed 9/22/00)
          (2)       Articles of Amendment  (filed 9/12/97)
          (3)       Certificate of Correction (filed 9/22/00)

     (b)            By-laws (filed 9/22/00)

     (c)            N/A

     (d)  (1)  a.   Management Agreement (filed 9/12/97)
               b.   1st Amendment to the Management Agreement (filed 9/22/00)
               c.   Management Agreement*
          (2)  a.   Invista Sub-Advisory Agreement (filed 9/12/97)
               b.   1st Amendment to the Invista Sub-Advisory
                      Agreement(filed 9/22/00)
          (3)       American Century Sub-Advisory Agreement*
          (4)       Bernstein Sub-Advisory Agreement*
          (5)       BT Sub-Advisory Agreement (filed 9/22/00)
          (6)       Federated Sub-Advisory Agreement*
          (7)       Neuberger Berman Sub-Advisory Agreement*
          (8)       Morgan Stanley Sub-Advisory Agreement*
          (9)       Principal Capital Income Investors Sub-Advisory Agreement**
         (10)       Principal Capital Real Estate Investors Sub-Advisory
                    Agreement**
         (11)       Turner Sub-Advisory Agreement*
         (12)       PCII Cash Management Sub-Advisory Agreement**

     (e)  (1)  a.   Distribution Agreement (filed 4/12/96)
               b.   1st Amendment to the Distribution Agreement (filed 9/22/00)
               c.   Distribution Agreement (filed 9/22/00)
          (2)       Selling Agreement (filed 9/22/00)

     (f)            N/A

     (g)  (1)  a.   Domestic Portfolio Custodian Agreement with
                      Bank of New York (filed 4/12/96)
               b.   Domestic Funds Custodian Agreement with Bank of New York*
          (2)  a.   Global Portfolio Custodian Agreement with
                      Chase Manhattan Bank (filed 4/12/96)
               b.   Global Funds Custodian Agreement with
                      Chase Manhattan Bank*

     (h)  (1)       Transfer Agency Agreement for Class I shares (filed 9/22/00)
          (2)       Shareholder Services Agreement**
          (3)  a.   Investment Service Agreement (filed 9/12/97)
               b.   1st Amendment to the Investment Service
                         Agreement (filed 9/22/00)
          (4)       Accounting Services Agreement (filed 9/22/00)
          (5)       Administrative Services Agreement (filed 9/22/00)
          (6)       Service Agreement (filed 9/22/00)
          (7)       Service Sub-Agreement (filed 9/22/00)

     (i)            Legal Opinion (filed 4/12/96)

     (j)            Consents of Auditors*

     (k)            Financial Statements included in this Registration
                    Statement:
          (1)       Part A:
                              None
          (2)       Part B:
                              None
          (3)       Semi-Annual Report to Shareholders filed under Rule N-30D-1
                    on August 16, 2000**

     (l)  (1)       Initial Capital Agreement-ISP & MBS (filed 4/12/96)
          (2)       Initial Capital Agreement-IEP (filed 9/22/00)
          (3)       Initial Capital Agreement-ICP (filed 9/22/00)
          (4-38)    Initial Capital Agreement*

     (m)            Rule 12b-1 Plan
          (1)       Advisors Preferred Plan (filed 9/22/00)
          (2)       Advisors Select Plan (filed 9/22/00)

     (n)            Financial Data Schedule
          (1)       International Emerging Markets Portfolio**
          (2)       International Securities Portfolio**
          (3)       International SmallCap Portfolio**
          (4)       Mortgage-Backed Securities Portfolio**

     (o)            Rule 18f-3 Plan (filed 9/22/00)

     (p)            Code of Ethics
          (1)       BT Funds Management (filed 9/22/00)
          (2)       Invista Capital Management (filed 9/22/00)
          (3)       Principal Capital Income Investors (filed 9/22/00)
          (4)       Principal Capital Real Estate Investors (filed 9/22/00)
          (5)       Turner Investment Partners (filed 9/22/00)
          (6)       Morgan Stanley Asset Management (filed 9/22/00)
          (7)       Neuberger Berman Management (filed 9/22/00)
          (8)       Bernstein Investment Research (filed 9/22/00)
          (9)       American Century Investment Management (filed 9/22/00)
         (10)       Federated Investment Management (filed 9/22/00)

*    Filed herein.
**   To be filed by amendment.
***  Incorporated herein by reference.

Item 24.  Persons Controlled by or Under Common Control with Registrant

          Principal   Financial   Services,   Inc.  (an  Iowa   corporation)  an
          intermediate  holding company organized pursuant to Section 512A.14 of
          the Iowa Code.

          Subsidiaries   wholly-owned  by  Principal   Financial  Services, Inc.

          a.   Principal  Life Insurance  Company (an Iowa  corporation) a stock
               life insurance  company  engaged in the business of insurance and
               retirement services.

          b.   Princor  Financial  Services  Corporation (an Iowa Corporation) a
               registered broker-dealer.

          c.   PFG DO Brasil LTDA (Brazil) a Brazilian holding company.

          d.   Principal  Financial Group  (Mauritius) Ltd. a Mauritius  holding
               company.

          e.   Principal  Pensions Co., Ltd. (Japan) a Japan company who engages
               in the  management,  investment and  administration  of financial
               assets and any services incident thereto.

          f.   Principal Financial Services  (Australia),  Inc. (an Iowa holding
               company)  formed to facilitate the  acquisition of the Australian
               business of BT Australia.

          g.   Principal Financial Services (NZ), Inc. (an Iowa holding company)
               formed to facilitate the acquisition of the New Zealand  business
               of BT Australia.

          h.   Principal Capital Management  (Singapore)  Limited  (a  Singapore
               corporation) a company engaging in funds management.

          i.   Principal  Capital  Management  (Europe) Limited a United Kingdom
               company that engages in European  representation  and distributor
               of the Principal Investments Funds.

          j.   Principal Capital Management (Ireland) Limited an Ireland company
               that engages in fund management.

          k.   Principal Financial Group Investments  (Australia) Pty Limited an
               Australia holding company.

          Subsidiary wholly-owned by Princor Financial Services Corporation:

          a.   Principal   Management   Corporation  (an  Iowa   Corporation)  a
               registered investment advisor.

          Subsidiary 42% owned by PFG DO Brasil LTDA

          a.   Brasilprev    Previdencia   Privada    S.A.(Brazil)   a   pension
               fund company.

          Subsidiary wholly-owned by Principal Financial Group (Mauritius) Ltd.

          a.   IDBI Principal  Asset  Management  Company  (India) a India asset
               management  company.

          Subsidiary wholly-owned by Principal Financial Services (Australia),
          Inc.:

          a.   Principal  Financial  Group  (Australia)  Holdings  Pty  Ltd.  an
               Australian  holding  company  organized  in  connection  with the
               contemplated acquisition of BT Australia Funds Management.

          Subsidiary  wholly-owned  by  Principal  Financial  Group  (Australia)
          Holdings Pty Ltd:

          a.   BT Financial Group Pty Ltd. an Australia holding company.

          Subsidiary  wholly-owned by BT Financial Group Pty Ltd:

          a.   BT  Investments  (Australia)  Limited  a Delaware  holding
               company.

          Subsidiary wholly-owned by BT Investments (Australia) Limited:

          a.   BT  Australia   (Holdings)   Ltd  an  Australia   commercial  and
               investment banking and asset management company.

          Subsidiary wholly-owned by BT  Australia   (Holdings)   Ltd:

          a.   BT  Australia  Limited  an  Australia  company  engaged  in asset
               management and trustee/administrative activites.

          Subsidiaries wholly-owned by BT Australia Limited:

          a.   BT Life Limited an Australia  company  engaged in commercial  and
               investment linked life insurance policies.

          b.   BT Funds  Management  Limited  an  Australia  company  engaged in
               institutional and retail money management.

          c.   BT Funds Management  (International) Limited an Australia company
               who manages  international funds (New Zealand,  Singapore,  Asia,
               North America and United Kingdom).

          d.   BT Securities  Limited an Australia  company that engages in loan
               finance secured against share and managed fund portfolios.

          e.   BT Portfolio  Services Limited an Australia  company that engages
               in processing and transaction services for financial planners and
               financial intermediaries.

          f.   BT Australia  Corporate Services Pty Limited an Australia holding
               company for internal service companies.

          g.   QV1 Pty Limited an Australia company.

          Subsidiaries wholly-owned by BT Portfolio Services Limited:

          a.   BT Custodial Services Pty Ltd an Australia  custodian nominee for
               investment management activities.

          b.   National  Registry  Services Pty Ltd. an  Australia  company that
               engages in registry services.

          c.   National  Registry Services (WA) Pty Limited an Australia company
               that engages in registry services.

          d.   BT  Finance  &  Investments  Pty  Ltd  an  Australia  trustee  of
               wholesale cash management trust.

          Subsidiaries organized and wholly-owned by BT Australia  Corporate
          Services Pty Limited:

          a.   BT Finance Pty Limited an Australia  provider of finance by loans
               and leases.

          b.   Chifley Services Pty Limited an Australia company that engages in
               staff car leasing management.

          c.   BT Nominees Pty Limited an Australia  company that  operates as a
               trustee of staff superannuation fund (pension plan).

          Subsidiary organized and wholly-owned by BT Funds Management Limited:

          a.   BT Tactical  Asset  Management  Pty Limited an Australia  company
               that engages in management of futures positions.

          b.   Oniston Pty Ltd an Australia company that is a financial services
               investment vehicle.

          Subsidiary organized and wholly-owned by BT Securities Limited:

          a.   BT (Queensland) Pty Limited an Australia trustee company.

          Subsidiary  organized and  wholly-owned  by BT Custodial  Services Pty
          Ltd:

          a.   BT Hotel  Group Pty Ltd an  Australia  corporation  - an inactive
               shelf corporation to be wound up.

          b.   BT  Custodians  Ltd an  Australia  manager and trustee of various
               unit trusts.

          c.   Dellarak Pty Ltd an Australia trustee company.

          Subsidiary  organized and wholly-owned by Principal Financial Services
          (NZ), Inc.

          a.   BT Financial Group (NZ) Limited a New Zealand holding company.

          Subsidiary  organized and  wholly-owned  by BT Financial Group (NZ)
          Limited:

          a.   BT  Portfolio  Service  (NZ)  Limited a New Zealand  company that
               provides third party administration and registry services.

          b.   BT New Zealand Nominees Limited a New Zealand company who acts as
               a custodian for local assets.

          c.   BT Funds Management (NZ) Limited a New Zealand funds manager.

          Subsidiary  organized and  wholly-owned  by Principal Financial Group
          Investments (Australia) Pty Limited:

          a.   Principal Hotels Holdings Pty Ltd. a holding company.

          Subsidiary  organized and  wholly-owned  by Principal Hotels Holdings
          Pty Ltd.:

          a.   Principal Hotels Australia Pty Ltd. a holding company.

          Subsidiary  organized and  wholly-owned  by Principal Hotels Australia
          Pty Ltd.:

          a.   BT Hotel  Limited an  Australia  corporation,  which is the hotel
               operating/managing company of the BT Hotel Group.

          Principal Life Insurance  Company  sponsored the  organization  of the
          following mutual funds,  some of which it controls by virtue of owning
          voting securities:

               Principal  Balanced Fund, Inc.(a Maryland  Corporation)  0.06% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on September 13, 2000.

               Principal Blue Chip Fund, Inc.(a Maryland  Corporation)  0.03% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on September 13, 2000.

               Principal Bond Fund, Inc.(a Maryland Corporation) 0.63% of shares
               outstanding owned by Principal Life Insurance Company  (including
               subsidiaries and affiliates) on September 13, 2000.

               Principal  Capital  Value Fund,  Inc.  (a  Maryland  Corporation)
               27.47% of  outstanding  shares owned by Principal  Life Insurance
               Company  (including   subsidiaries  and  affiliates)on  September
               13,2000

               Principal Cash  Management  Fund,  Inc. (a Maryland  Corporation)
               13.63% of  outstanding  shares owned by Principal  Life Insurance
               Company  (including  subsidiaries  and  affiliates)  on September
               13,2000

               Principal  European  Equity Fund,  Inc. (a Maryland  Corporation)
               77.96% of  outstanding  shares owned by Principal Life Insurance
               Company  (including  subsidiaries  and  affiliates)  on September
               13, 2000.

               Principal  Government  Securities  Income Fund,  Inc. (a Maryland
               Corporation)  0.04% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               September 13, 2000.

               Principal  Growth Fund,  Inc. (a Maryland  Corporation)  0.01% of
               outstanding  shares owned by  Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on September 13, 2000.

               Principal High Yield Fund, Inc. (a Maryland  Corporation)  8.13%
               of shares  outstanding  owned by Principal Life Insurance Company
               (including subsidiaries and affiliates) on September 13, 2000.

               Principal  International  Emerging Markets Fund, Inc. (a Maryland
               Corporation) 29.86% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               September 13, 2000.

               Principal  International  Fund,  Inc.  (a  Maryland  Corporation)
               24.18% of shares  outstanding  owned by Principal  Life Insurance
               Company  (including  subsidiaries  and  affiliates)  on September
               13, 2000.

               Principal   International   SmallCap   Fund,   Inc.  (a  Maryland
               Corporation) 10.89% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               September 13, 2000.

               Principal  Limited Term Bond Fund, Inc. (a Maryland  Corporation)
               16.58% of shares  outstanding  owned by Principal  Life Insurance
               Company (including  subsidiaries and affiliates) on September 13,
               2000.

               Principal   LargeCap   Stock   Index   Fund,   Inc.  (a  Maryland
               Corporation)  18.37% of shares  outstanding  owned by  Principal
               Life Insurance Company (including subsidiaries and affiliates) on
               September 13, 2000.

               Principal  MidCap Fund,  Inc. (a Maryland  Corporation)  0.02% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on September 13, 2000

               Principal  Pacific  Basin Fund,  Inc.  (a  Maryland  Corporation)
               84.43% of  outstanding  shares owned by Principal  Life Insurance
               Company (including  subsidiaries and affiliates) on September 13,
               2000.

               Principal  Partners   Aggressive  Growth  Fund,  Inc.(a  Maryland
               Corporation) 4.75% of shares outstanding owned by Principal Life
               Insurance  Company  (including  subsidiaries  and  affiliates) on
               September 13, 2000

               Principal   Partners   LargeCap  Growth  Fund,   Inc.(a  Maryland
               Corporation)  28.03% of shares  outstanding  owned by  Principal
               Life Insurance Company (including subsidiaries and affiliates) on
               September 13, 2000

               Principal   Partners   MidCap   Growth  Fund,   Inc.(a   Maryland
               Corporation) 22.41% of shares  outstanding  owned by  Principal
               Life Insurance Company (including subsidiaries and affiliates) on
               September 13, 2000

               Principal Real Estate Fund, Inc. (a Maryland  Corporation) 56.26%
               of shares  outstanding  owned by Principal Life Insurance Company
               (including subsidiaries and affiliates) on September 13, 2000

               Principal SmallCap Fund, Inc.(a Maryland  Corporation)  5.50% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on September 13, 2000.

               Principal  Special  Markets Fund,  Inc. (a Maryland  Corporation)
               83.56%  of  shares  outstanding  of  the  International  Emerging
               Markets  Portfolio,  46.62%  of  the  shares  outstanding  of the
               International Securities Portfolio,  98.66% of shares outstanding
               of the  International  SmallCap  Portfolio and 100% of the shares
               outstanding  of the  Mortgage-Backed  Securities  Portfolio  were
               owned by Principal Life Insurance Company (including subsidiaries
               and affiliates) on September 13, 2000

               Principal  Tax-Exempt  Bond Fund,  Inc. (a Maryland  Corporation)
               0.05% of shares  outstanding  owned by Principal  Life  Insurance
               Company (including  subsidiaries and affiliates) on September 13,
               2000.

               Principal Utilities Fund, Inc. (a Maryland  Corporation) 0.08% of
               shares  outstanding  owned by Principal  Life  Insurance  Company
               (including subsidiaries and affiliates) on September 13, 2000.

               Principal Variable Contracts Fund, Inc. (a Maryland  Corporation)
               100% of shares  outstanding  of the following  Accounts  owned by
               Principal  Life  Insurance  Company and its Separate  Accounts on
               September  13,  2000:   Aggressive   Growth,   Asset  Allocation,
               Balanced,  Blue Chip, Bond, Capital Value, Government Securities,
               Growth,  High  Yield,   International,   International   Emerging
               Markets, International SmallCap, LargeCap Growth, LargeCap Growth
               Equity,  LargeCap Stock Index (f/k/a Stock Index 500),  MicroCap,
               MidCap,  MidCap Growth, MidCap Growth Equity, MidCap Value, Money
               Market, Real Estate,  SmallCap,  SmallCap Growth, SmallCap Value,
               and Utilities.

          Subsidiaries  organized and  wholly-owned  by Principal Life Insurance
          Company:

          a.   Principal  Holding  Company (an Iowa  Corporation)  a  downstream
               holding company for Principal Life Insurance Company.

          b.   Principal Development  Investors,  LLC (a Delaware Corporation) a
               limited liability company engaged in acquiring and improving real
               property through development and redevelopment.

          c.   Principal  Capital  Management,  LLC (a Delaware  Corporation)  a
               limited liability  company that provides private  mortgage,  real
               estate  &  fixed-income   securities  services  to  institutional
               clients.

          d.   Principal Net Lease  Investors,  LLC (a Delaware  Corporation)  a
               limited liability company which operates as a buyer and seller of
               net leased investments.

          Subsidiaries  organized and  90% owned  by Principal Life Insurance
          Company:

          a.   PT Asuransi Jiwa Principal Indonesia (an Indonesia Corporation) a
               life  insuranced  corporation  which offers group and  individual
               products.

          Subsidiaries wholly-owned by Principal Capital Management, LLC:

          a.   Principal Structured Investments,  LLC (a Delaware Corporation) a
               limited  liability  company  that  provides  product  development
               administration,   marketing   and   asset   management   services
               associated with stable value products together with other related
               institutional    financial   services   including    derivatives,
               asset-liability  management,  fixed income investment  management
               and ancillary money management products.

          b.   Principal  Enterprise  Capital,  LLC (a Delaware  Corporation)  a
               company   engaged   in   portfolio   management   on   behalf  of
               institutional   clients   for   structuring,   underwriting   and
               management of entity-level  investments in real estate  operating
               companies (REOCs).

          c.   Principal Commercial  Acceptance,  LLC (a Delaware Corporation) a
               limited  liability  company that provides  private  market bridge
               financing and other secondary market opportunities.

          d.   Principal  Capital  Real  Estate   Investors,   LLC  (a  Delaware
               Corporation) a registered investment advisor.

          e.   Principal  Commercial  Funding,  LLC (a Delaware  Corporation)  a
               limited   liability   company   engaged   in   the   structuring,
               warehousing,    securitization    and    sale    of    commercial
               mortgage-backed securities.

          f.   Principal  Generation  Plant,  LLC an inactive  Delaware  limited
               liability company.

          g.   Principal  Capital  Income  Investors,  LLC  a  Delaware  limited
               liability   company  which  provides   investment  and  financial
               services.

          h.   Principal  Capital Futures Trading Advisor,  LLC a Delaware funds
               management limited liability company.

          Subsidiaries wholly-owned by Principal Holding Company:

          a.   Principal  Bank (a Federal  Corporation)  a  Federally  chartered
               direct delivery savings bank.

          b.   Patrician  Associates,  Inc. (a  California  Corporation)  a real
               estate development company.

          c.   Petula  Associates,  Ltd.  (an Iowa  Corporation)  a real  estate
               development company.

          d.   Principal Development Associates, Inc. (a California Corporation)
               a real estate development company.

          e.   Principal Spectrum Associates,  Inc. (a California Corporation) a
               real estate development company.

          f.   Principal  FC,  Ltd.  (an Iowa  Corporation)  a  limited  purpose
               investment corporation.

          g.   Equity FC,  Ltd.  (an Iowa  Corporation)  engaged  in  investment
               transactions,   including   limited   partnerships   and  limited
               liability companies.

          h.   HealthRisk  Resource Group,  Inc. (an Iowa Corporation) a general
               business  corporation  that engages in investment  transactions,
               including limited partnerships and limited liability companies

          i.   Invista  Capital  Management,  LLC (an  Delaware  Corporation)  a
               limited  liability  company  which  is  a  registered  investment
               adviser.

          j.   Principal Residential Mortgage, Inc. (an Iowa Corporation) a full
               service  mortgage  banking company that makes and services a wide
               variety of loan types on a nationwide basis.

          k.   Principal Asset Markets, Inc. (an Iowa Corporation) a corporation
               which is currently inactive.

          l.   Principal  Portfolio  Services,  Inc.  (an  Iowa  Corporation)  a
               corporation which is currently inactive.

          m.   The Admar Group, Inc. (a Florida  Corporation) a national managed
               care service  organization  that  develops and manages  preferred
               provider organizations.

          n.   The Principal  Financial Group,  Inc. (a Delaware  corporation) a
               corporation which is currently inactive.

          o.   Principal Product Network, Inc. (a Delaware corporation) an
               insurance broker.

          p.   Principal Health Care, Inc. (an Iowa  Corporation) a managed care
               company.

          q.   Dental-Net,  Inc. (an Arizona  Corporation) a managed dental care
               services organization. HMO and dental group practice.

          r.   Principal  Financial  Advisors,  Inc.  (an  Iowa  Corporation)  a
               registered investment advisor.

          s.   Delaware  Charter  Guarantee  &  Trust  Company,   d/b/a  Trustar
               Retirement  Services (a Delaware  Corporation) a corporation that
               administers  individual  and  group  retirement  plans  for stock
               brokerage firm clients and mutual fund distributors.

          t.   Professional  Pensions,   Inc.  (a  Connecticut   Corporation)  a
               corporation  engaged in sales,  marketing and  administration  of
               group insurance plans and third-party  administrator  for defined
               contribution plans.

          u.   Principal  Investors  Corporation  (a New Jersey  Corporation)  a
               corporation which is currently inactive.

          v.   Principal  International,  Inc. (an Iowa  Corporation)  a company
               engaged in international business development.

          Subsidiaries  organized and  wholly-owned  by PT Asuransi Jiwa
          Principal Indonesia:

          a.   PT Jasa Principal Indonesia an Indonesia pension company.

          b.   PT Principal  Capital  Management  Indonesia  an Indonesia  funds
               management company.

          Subsidiary wholly-owned by Invista Capital Management, LLC:

          a.   Principal  Capital  Trust.  (a Delaware  Corporation)  a business
               trust and  private  investment  company  offering  non-registered
               units, initially, to tax-exempt entities.

         Subsidiary wholly-owned by Principal Residential Mortgage, Inc.:

          a.   Principal  Wholesale  Mortgage,  Inc.  (an  Iowa  Corporation)  a
               brokerage and servicer of residential mortgages.

          b.   Principal Mortgage Reinsurance Company (a Vermont corporation)
               a mortgage reinsurance company.

          Subsidiaries wholly-owned by The Admar Group, Inc.:

          a.   Admar  Corporation  (a  California  Corporation)  a managed  care
               services organization.

          Subsidiaries wholly-owned by Dental-Net, Inc.

          a.   Employers  Dental  Services,  Inc.  (an  Arizona  corporation)  a
               prepaid dental plan organization.

          Subsidiaries wholly-owned by Professional Pensions, Inc.:

          a.   Benefit Fiduciary Corporation (a Rhode Island corporation) serves
               as a corporate trustee for retirement trusts.

          b.   PPI Employee Benefits  Corporation (a Connecticut  corporation) a
               registered  broker-dealer  limited to the sale of open-end mutual
               funds and variable insurance products.

          c.   Boston  Insurance  Trust,  Inc. (a  Massachusetts  corporation) a
               corporation  which  serves  as a  trustee  and  administrator  of
               insurance trusts and arrangements.

          Subsidiaries wholly-owned by Principal International, Inc.:

          a.   Principal International Espana, S.A. de Seguros de Vida (Spain) a
               life insurance, annuity, and accident and health company.

          b.   Zao Principal International (a Russia Corporation) inactive.

          c.   Principal   International    Argentina,    S.A.   (an   Argentina
               corporation) a holding  company that owns Argentina  corporations
               offering annuities, group and individual insurance policies.

          d.   Principal  Asset  Management  Company  (Asia) Ltd. (Hong Kong) an
               asset management company.

          e.   Principal  International (Asia) Limited (Hong Kong) a corporation
               operating as a regional headquarters for Asia.

          f.   Principal Trust Company (Asia) Limited (Hong Kong) (an Asia trust
               company).

          g.   Principal International de Chile, S.A. (Chile) a holding company.

          h.   Principal  Mexico  Compania de Seguros,  S.A. de C.V.  (Mexico) a
               life insurance company.

          i.   Principal Pensiones, S.A. de C.V. (Mexico) a pension company.

          j.   Principal Afore, S.A. de C.V. (Mexico), a pension company.

          k.   Principal   Consulting   (India)   Private   Limited   (an  India
               corporation) an India consulting company.

          Subsidiaries 88% owned by Principal International, Inc.:

          a.   Principal  Insurance  Company  (Hong  Kong)  Limited (a Hong Kong
               Corporation) a company that sells insurance and pension products.

          Subsidiary  wholly-owned by Principal  International  Espana,  S.A. de
          Seguros de Vida (Spain):

          a.   Princor  International  Espana S.A. de Agencia de Seguros (Spain)
               an insurance agency.

          Subsidiary  wholly-owned  by Principal  International  (Asia)  Limited
          (Hong Kong):

          a.   Principal  Capital  Management (Asia)  Limited (Hong  Kong) Asian
               representative  and  distributor  for  the  Principal  Investment
               Funds.

          Subsidiaries  wholly-owned by Principal International Argentina,  S.A.
          (Argentina):

          a.   Principal Retiro Compania de Seguros de Retiro, S.A.  (Argentina)
               an annuity company.

          b.   Principal  Life  Compania de  Seguros,  S.A.  (Argentina)  a life
               insurance company.

          Subsidiary wholly-owned by Principal International de Chile, S.A.:

          a.   Principal  Compania  de Seguros de Vida Chile S.A.  (Chile)  life
               insurance company.

          Subsidiary 60% owned by Principal Compania de Seguros de Vida Chile
          S.A. (Chile):

          a.   Andueza  &  Principal   Creditos   Hipotecarios  S.A.  (Chile)  a
               residential mortgage company.

          Subsidiary wholly-owned by Principal Afore, S.A. de C.V.:

          a.   Siefore  Principal,  S.A.  de C.V.  (Mexico) an  investment  fund
               company.

Item 25.       Indemnification

     Under Section 2-418 of the Maryland  General  Corporation Law, with respect
to any  proceedings  against a present  or former  director,  officer,  agent or
employee (a "corporate  representative")  of the Registrant,  the Registrant may
indemnify the corporate representative against judgments,  fines, penalties, and
amounts paid in settlement, and against expenses,  including attorneys' fees, if
such  expenses  were  actually  incurred  by  the  corporate  representative  in
connection with the proceeding, unless it is established that:

        (i)    The act or omission of the corporate representative was
               material to the matter giving rise to the proceeding; and

               1.    Was committed in bad faith; or

               2.    Was the result of active and deliberate dishonesty; or

       (ii)    The  corporate   representative  actually  received  an  improper
               personal benefit in money, property, or services; or

      (iii)    In  the  case  of  any   criminal   proceeding,   the   corporate
               representative  had  reasonable  cause to believe that the act or
               omission was unlawful.

     If a proceeding is brought by or on behalf of the Registrant,  however, the
Registrant may not indemnify a corporate representative who has been adjudged to
be liable to the Registrant.  Under the  Registrant's  Articles of Incorporation
and Bylaws, directors and officers of Registrant are entitled to indemnification
by the  Registrant to the fullest  extent  permitted  under Maryland law and the
Investment  Company Act of 1940.  Reference is made to Article VI,  Section 7 of
the Registrant's  Articles of Incorporation,  Article 12 of Registrant's  Bylaws
and Section 2-418 of the Maryland General Corporation Law.

     The  Registrant has agreed to indemnify,  defend and hold the  Distributor,
its officers and directors,  and any person who controls the Distributor  within
the meaning of Section 15 of the Securities Act of 1933,  free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
cost of investigating  or defending such claims,  demands or liabilities and any
counsel  fees  incurred in  connection  therewith)  which the  Distributor,  its
officers,  directors  or  any  such  controlling  person  may  incur  under  the
Securities  Act of 1933,  or under  common law or  otherwise,  arising out of or
based upon any untrue statement of a material fact contained in the Registrant's
registration statement or prospectus or arising out of or based upon any alleged
omission to state a material  fact  required  to be stated in either  thereof or
necessary  to make the  statements  in either  thereof  not  misleading,  except
insofar as such claims,  demands,  liabilities  or expenses  arise out of or are
based  upon any such  untrue  statement  or  omission  made in  conformity  with
information furnished in writing by the Distributor to the Registrant for use in
the Registrant's registration statement or prospectus:  provided,  however, that
this indemnity  agreement,  to the extent that it might require indemnity of any
person who is also an officer or director of the  Registrant or who controls the
Registrant within the meaning of Section 15 of the Securities Act of 1933, shall
not inure to the benefit of such officer,  director or controlling person unless
a court  of  competent  jurisdiction  shall  determine,  or it shall  have  been
determined by controlling precedent that such result would not be against public
policy as expressed in the Securities Act of 1933, and further provided, that in
no event  shall  anything  contained  herein be so  construed  as to protect the
Distributor  against any liability to the Registrant or to its security  holders
to which the  Distributor  would  otherwise  be  subject  by  reason of  willful
misfeasance,  bad faith, or gross negligence,  in the performance of its duties,
or by reason of its reckless  disregard of its obligations under this Agreement.
The  Registrant's  agreement  to  indemnify  the  Distributor,  its officers and
directors and any such controlling person as aforesaid is expressly  conditioned
upon the Registrant  being promptly  notified of any action brought  against the
Distributor,  its officers or directors,  or any such controlling  person,  such
notification to be given by letter or telegram addressed to the Registrant.

Item 26.  Business or Other Connection of Investment Adviser

     A complete  list of the officers and directors of the  investment  adviser,
Principal Management Corporation,  are set out below. This list includes some of
the same people  (designated by an *), who are serving as officers and directors
of the Registrant.  For these people the information as set out in the Statement
of Additional Information (See Part B) under the caption "Directors and Officers
of the Fund" is incorporated by reference.

   John E. Aschenbrenner        Principal         Executive Vice President
   Director                     Financial Group   Principal Life Insurance
                                                  Company

   Patricia A. Barry            Same              Counsel
   Assistant Corporate                            Principal Life Insurance
   Secretary                                      Company

  *Craig L. Bassett             Same              See Part B
   Treasurer

   Michael T. Daley             Same              Executive Vice President
   Director                                       Principal Life Insurance
                                                  Company

  *Ronald L. Danilson           Same              See Part B
   Executive Vice President &
   Chief Operating Officer

   David J. Drury               Same              Chairman of the Board
   Director                                       Principal Life
                                                  Insurance Company

  *Ralph C. Eucher              Same              See Part B
   President and Director

  *Arthur S. Filean             Same              See Part B
   Sr. Vice President

   Dennis P. Francis            Same              Senior Vice President
   Director                                       Principal Life
                                                  Insurance Company

   Paul N. Germain              Same              Vice President -
   Vice President -                               Mutual Fund Operations
   Mutual Fund Operations                         Princor Financial Services
                                                  Corporation

  *Ernest H. Gillum             Same              See Part B
   Vice President - Product
   Development

  *J. Barry Griswell            Same              See Part B
   Chairman of the Board
   and Director

   Joyce N. Hoffman             Same              Senior Vice President and
   Vice President and                             Corporate Secretary
   Corporate Secretary                            Principal Life
                                                  Insurance Company

   John R. Lepley               Same              Senior Vice President -
   Senior Vice President -                        Marketing & Distribution
   Marketing & Distribution                       Princor Financial Services
                                                  Corporation

   Kelly A. Paul                Same              Assistant Vice President -
   Assistant Vice President -                     Business Systems & Technology
   Business Systems &                             Princor Financial Services
   Technology                                     Corporation

   Richard L. Prey              Same              Executive Vice President
   Director                                       Principal Life Insurance
                                                  Company

  *Layne A. Rasmussen           Same              Controller
   Controller -                                   Princor Financial Services
   Mutual Funds                                   Corporation

   Elizabeth R. Ring            Same              Controller
   Controller                                     Princor Financial Services
                                                  Corporation

  *Michael D. Roughton          Same              See Part B
   Counsel

   James F. Sager               Same              Vice President
   Vice President                                 Princor Financial Services
                                                  Corporation

   Karen E. Shaff               Same              Senior Vice President &
   Director                                       General Counsel
                                                  Principal Life Insurance
                                                  Company

  *Jean B. Schustek             Same              See Part B
   Assistant Vice President -
   Registered Products

  *Kirk L. Tibbetts             Same              See Part B
   Senior Vice President &
   Chief Financial Officer


     Principal Management  Corporation serves as investment adviser and dividend
disbursing and transfer agent for, Principal Balanced Fund, Inc., Principal Blue
Chip Fund, Inc.,  Principal Bond Fund, Inc., Principal Capital Value Fund, Inc.,
Principal Cash Management Fund, Inc.,  Principal  Government  Securities  Income
Fund,  Inc.,  Principal  Growth Fund,  Inc.,  Principal  High Yield Fund,  Inc.,
Principal  International  Emerging Markets Fund, Inc., Principal European Equity
Fund, Inc., Principal International Fund, Inc., Principal International SmallCap
Fund,  Inc.,  Principal  Investors Fund, Inc. (f/k/a  Principal  Special Markets
Fund, Inc.),  Principal LargeCap Stock Index Fund, Inc.,  Principal Limited Term
Bond Fund,  Inc.,  Principal  Pacific Basin Fund,  Inc.,  Principal MidCap Fund,
Inc.,  Principal  Partners  Aggressive  Growth Fund,  Inc.,  Principal  Partners
LargeCap  Blend Fund,  Inc.,  Principal  Partners  LargeCap  Growth Fund,  Inc.,
Principal  Partners LargeCap Value Fund, Inc.  Principal  Partners MidCap Growth
Fund, Inc., Principal Partners SmallCap Growth Fund, Inc., Principal Real Estate
Fund, Inc., Principal SmallCap Fund, Inc., Principal Tax-Exempt Bond Fund, Inc.,
Principal Utilities Fund, Inc.,  Principal Variable Contracts Fund, Inc. - funds
sponsored by Principal Life Insurance Company.

Item 27.       Principal Underwriters

     (a) Princor  Financial  Services  Corporation,  principal  underwriter  for
Registrant,  acts as principal  underwriter for,  Principal Balanced Fund, Inc.,
Principal Blue Chip Fund,  Inc.,  Principal Bond Fund, Inc.,  Principal  Capital
Value Fund,  Inc.,  Principal Cash Management  Fund,  Inc.,  Principal  European
Equity Fund, Inc., Principal Government  Securities Income Fund, Inc., Principal
Growth Fund,  Inc.,  Principal High Yield Fund,  Inc.,  Principal  International
Emerging  Markets Fund, Inc.,  Principal  International  Fund,  Inc.,  Principal
International  SmallCap  Fund,  Inc.,  Principal  Investors  Fund,  Inc.  (f/k/a
Principal  Special  Markets Fund,  Inc.),  Principal  LargeCap Stock Index Fund,
Inc.,  Principal  Limited Term Bond Fund,  Inc.,  Principal  MidCap Fund,  Inc.,
Principal Pacific Basin Fund Inc.,  Principal  Partners  Aggressive Growth Fund,
Inc.,  Principal Partners LargeCap Blend Fund, Inc., Principal Partners LargeCap
Growth Fund,  Inc.,  Principal  Partners  LargeCap Value Fund,  Inc.,  Principal
Partners  MidCap Growth Fund,  Inc.,  Principal  Partners  SmallCap Growth Fund,
Inc., Principal Real Estate Fund, Inc., Principal SmallCap Fund, Inc., Principal
Tax-Exempt Bond Fund, Inc.,  Principal Utilities Fund, Inc.,  Principal Variable
Contracts  Fund,  Inc.  and for  variable  annuity  contracts  participating  in
Principal  Life  Insurance   Company  Separate  Account  B,  a  registered  unit
investment  trust for  retirement  plans  adopted  by public  school  systems or
certain  tax-exempt  organizations  pursuant to Section  403(b) of the  Internal
Revenue Code,  Section 457 retirement  plans,  Section 401(a)  retirement plans,
certain  non-qualified  deferred  compensation  plans and Individual  Retirement
Annuity Plans adopted  pursuant to Section 408 of the Internal Revenue Code, and
for variable life insurance contracts issued by Principal Life Insurance Company
Variable Life Separate Account, a registered unit investment trust.

  (b)      (1)                 (2)
                               Positions
                               and offices
  Name and principal           with principal
  business address             underwriter

     Thomas E. Ackerman       Regional Vice President -
     The Principal            Variable Annuities
     Financial Group
     Des Moines, IA 50392

     Lindsay L. Amadeo        Assistant Director -
     The Principal            Marketing Services
     Financial Group
     Des Moines, IA 50392

     John E. Aschenbrenner    Director
     The Principal
     Financial Group
     Des Moines, IA 50392

     Robert W. Baehr          Marketing Services
     The Principal            Officer
     Financial Group
     Des Moines, IA 50392

     Patricia A. Barry        Assistant Corporate Secretary
     The Principal
     Financial Group
     Des Moines, IA 50392

     Craig L. Bassett         Treasurer
     The Principal
     Financial Group
     Des Moines, IA 50392

     David J. Brown           Vice President
     The Principal
     Financial Group
     Des Moines, IA 50392

     Michael T. Daley         Director
     The Principal
     Financial Group
     Des Moines, IA 50392

     Ronald L. Danilson       Executive Vice President and
     The Principal            Chief Operating Officer
     Financial Group
     Des Moines, IA 50392

     Mark B. Davis            Assistant Director - Compliance
     The Principal
     Financial Group
     Des Moines, IA 50392

     David J. Drury           Director
     The Principal
     Financial Group
     Des Moines, IA 50392

     Ralph C. Eucher          Director and
     The Principal            President
     Financial Group
     Des Moines, IA  50392

     Arthur S. Filean         Senior Vice President
     The Principal
     Financial Group
     Des Moines, IA 50392

     Dennis P. Francis        Director
     The Principal
     Financial Group
     Des Moines, IA  50392

     Paul N. Germain          Vice President -
     The Principal            Mutual Fund Operations
     Financial Group
     Des Moines, IA  50392

     Ernest H. Gillum         Vice President -
     The Principal            Product Development
     Financial Group
     Des Moines, IA 50392

     Thomas D. Gualdoni       Vice President - National Sales
     The Principal            Manager/Variable Annuities
     Financial Group
     Des Moines, IA 50392

     J. Barry Griswell        Director and
     The Principal            Chairman of the
     Financial Group          Board
     Des Moines, IA 50392

     Susan R. Haupts          Marketing Officer
     The Principal
     Financial Group
     Des Moines, IA  50392

     Joyce N. Hoffman         Vice President and
     The Principal            Corporate Secretary
     Financial Group
     Des Moines, IA 50392

     Jeffrey L. Kane          Marketing Officer
     The Principal
     Financial Group
     Des Moines, IA 50392

     Peter R. Kornweiss       Vice President
     The Principal
     Financial Group
     Des Moines, IA 50392

     Kraig L. Kuhlers         Regional Sales Director
     The Principal
     Financial Group
     Des Moines, IA  50392

     John R. Lepley           Senior Vice
     The Principal            President - Marketing
     Financial Group          and Distribution
     Des Moines, IA 50392

     Kelly A. Paul            Assistant Vice President -
     The Principal            Business Systems and Technology
     Financial Group
     Des Moines, IA 50392

     Elise M. Pilkington      Assistant Director -
     The Principal            Retirement Consulting
     Financial Group
     Des Moines, IA  50392

     Richard L. Prey          Director
     The Principal
     Financial Group
     Des Moines, IA 50392

     Martin R. Richardson     Operations Officer -
     The Principal            Broker/Dealer Services
     Financial Group
     Des Moines, IA 50392

     Elizabeth R. Ring        Controller
     The Principal
     Financial Group
     Des Moines, IA 50392

     Michael D. Roughton      Counsel
     The Principal
     Financial Group
     Des Moines, IA 50392

     James F. Sager           Vice President
     The Principal
     Financial Group
     Des Moines, IA 50392

     Kyle R. Selberg          Vice President-Marketing
     The Principal
     Financial Group
     Des Moines, IA 50392

     Karen E. Shaff           Director
     The Principal
     Financial Group
     Des Moines, IA 50392

     Minoo Spellerberg        Assistant Vice President and
     The Principal            Compliance Officer
     Financial Group
     Des Moines, IA  50392

     Paul D. Steingreaber     Director of National Sales
     The Principal
     Financial Group
     Des Moines, IA 50392

     Kirk L. Tibbetts         Senior Vice President and
     The Principal            Chief Financial Officer
     Financial Group
     Des Moines, IA 50392

               (c)    Inapplicable.


Item 28.       Location of Accounts and Records

     All accounts, books or other documents of the Registrant are located at the
offices of the  Registrant  and its  Investment  Adviser in the  Principal  Life
Insurance  Company home office  building,  The Principal  Financial  Group,  Des
Moines, Iowa 50392.

Item 29.       Management Services

               Inapplicable.

Item 30.       Undertakings

               Indemnification

     Reference is made to Item 27 above,  which  discusses  circumstances  under
which  directors  and officers of the  Registrant  shall be  indemnified  by the
Registrant  against certain  liabilities and expenses incurred by them by reason
of being a director or officer of the Registrant.

     Notwithstanding  the provisions of Registrant's  Articles of  Incorporation
and Bylaws, the Registrant hereby makes the following undertaking:

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant,  pursuant to the foregoing  provisions or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or controlling person of the Registrant,  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling  person of the Registrant,  in connection with
the securities being  registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue

               Shareholder Communications

     Registrant  hereby  undertakes  to call a meeting of  shareholders  for the
purpose of voting upon the question of removal of a director or  directors  when
requested in writing to do so by the holders of at least 10% of the Registrant's
outstanding shares of common stock and in connection with such meeting to comply
with the  provisions  of Section  16(c) of the  Investment  Company  Act of 1940
relating to shareholder communications

               Delivery of Annual Report to Shareholders

     The  registrant  hereby  undertakes  to  furnish  each  person  to  whom  a
prospectus  is  delivered a copy of the  registrant's  latest  annual  report to
shareholders, upon request and without charge.


                                   SIGNATURES


Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of 1940  the  Registrant  has duly  caused  this  Amendment  to the
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the City of Des Moines and State of Iowa, on the 5th day of
December, 2000.


                             PRINCIPAL INVESTORS FUND, INC.

                                       (Registrant)



                             By          /s/ R. C. Eucher
                                --------------------------------------
                                 R. C. Eucher
                                 President and Director


Attest:


/s/ A. S. Filean
--------------------------------------
A. S. Filean
Vice President and Secretary

Pursuant to the requirement of the Securities Act of 1933, this Amendment to the
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

       Signature                         Title                          Date



/s/ R. C. Eucher
_____________________________      President and Director             12/5/2000
R. C. Eucher                       (Principal Executive Officer)      __________



   (J. B. Griswell)*
_____________________________      Director and                       12/5/2000
J. B. Griswell                     Chairman of the Board              __________


/s/ K. L. Tibbetts
_____________________________      Senior Vice President and          12/5/2000
K. L. Tibbetts                     Chief Financial Officer            __________
                                   Princcipal Financial and
                                   Accounting Officer)


   (J. E. Aschenbrenner)*
_____________________________      Director                           12/5/2000
J. E. Aschenbrenner                                                   __________


   (J. D. Davis)*
_____________________________      Director                           12/5/2000
J. D. Davis                                                           __________


   (P. A. Ferguson)*
_____________________________      Director                           12/5/2000
P. A. Ferguson                                                        __________


   (R. W. Gilbert)*
_____________________________      Director                           12/5/2000
R. W. Gilbert                                                         __________


   (W. C. Kimball)*
_____________________________      Director                           12/5/2000
W. C. Kimball                                                         __________


   (B. A. Lukavsky)*
_____________________________      Director                           12/5/2000
B. A. Lukavsky                                                        __________

                                        *By   /s/R. C. Eucher
                                           _____________________________________
                                           R. C. Eucher
                                           President and Director


                                           Pursuant to Powers of Attorney
                                           Previously Filed or Included



                                POWER OF ATTORNEY

The undersigned hereby constitutes and appoints R. C. Eucher, J. B. Griswell, M.
D. Roughton,  E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's  true and lawful  attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name  of the  undersigned,  to  execute  and  file  any  documents  relating  to
registration  under the Securities Act of 1933 and the Investment Company Act of
1940  with  respect  to  open-end  management   investment  companies  currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance  Company,  and any and all amendments  thereto and reports  thereunder
with all exhibits and all  instruments  necessary or  appropriate  in connection
therewith,   each  of  said  attorneys-in-fact  and  agents  and  his  or  their
substitutes  being empowered to act with or without the others or other,  and to
have  full  power  and  authority  to do or  cause to be done in the name and on
behalf of the undersigned  each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand this 5th day of
December, 2000.


                                                    /s/J. E. Aschenbrenner
                                                    ____________________________
                                                     J. E. Aschenbrenner


                                POWER OF ATTORNEY

The undersigned hereby constitutes and appoints R. C. Eucher, J. B. Griswell, M.
D. Roughton,  E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's  true and lawful  attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name  of the  undersigned,  to  execute  and  file  any  documents  relating  to
registration  under the Securities Act of 1933 and the Investment Company Act of
1940  with  respect  to  open-end  management   investment  companies  currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance  Company,  and any and all amendments  thereto and reports  thereunder
with all exhibits and all  instruments  necessary or  appropriate  in connection
therewith,   each  of  said  attorneys-in-fact  and  agents  and  his  or  their
substitutes  being empowered to act with or without the others or other,  and to
have  full  power  and  authority  to do or  cause to be done in the name and on
behalf of the undersigned  each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand this 5th day of
December, 2000.


                                                    /s/R. W. Gilbert
                                                    ____________________________
                                                     R. W. Gilbert


                                POWER OF ATTORNEY

The undersigned hereby constitutes and appoints R. C. Eucher, J. B. Griswell, M.
D. Roughton,  E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's  true and lawful  attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name  of the  undersigned,  to  execute  and  file  any  documents  relating  to
registration  under the Securities Act of 1933 and the Investment Company Act of
1940  with  respect  to  open-end  management   investment  companies  currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance  Company,  and any and all amendments  thereto and reports  thereunder
with all exhibits and all  instruments  necessary or  appropriate  in connection
therewith,   each  of  said  attorneys-in-fact  and  agents  and  his  or  their
substitutes  being empowered to act with or without the others or other,  and to
have  full  power  and  authority  to do or  cause to be done in the name and on
behalf of the undersigned  each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person;  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents, or any of them, may do or cause to
be done by virtue hereof.

IN WITNESS  WHEREOF,  the  undersigned has hereunto set his hand this 5th day of
December, 2000.


                                                    /s/W. C. Kimball
                                                    ____________________________
                                                     W. C. Kimball





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