TRANSFER AGENCY AGREEMENT AND
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT to be effective January 1, 2000, by and between PRINCIPAL
MIDCAP FUND, INC., a Maryland corporation (hereinafter called the "Fund") and
PRINCIPAL MANAGEMENT CORPORATION, an Iowa corporation (hereinafter called "the
Manager").
W I T N E S S E T H:
WHEREAS, The Fund has furnished the Manager with copies properly certified
or authenticated of each of the following:
(a) Certificate of Incorporation of the Fund;
(b) Bylaws of the Fund as adopted by the Board of Directors;
(c) Resolutions of the Board of Directors of the Fund selecting the Manager
as transfer and shareholder servicing agent and approving the form of
this Agreement.
WHEREAS, the Manager is registered as a transfer agent under Section 17A of
the Securities Exchange Act of 1934, as amended (the "1934 Act");
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the Fund hereby appoints the Manager to act as transfer and
shareholder servicing agent of the Fund, and the Manager agrees to act, perform
or assume the responsibility therefor in the manner and subject to the
conditions hereinafter set forth. The Fund will furnish the Manager from time to
time with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
1. SERVICES FURNISHED BY THE MANAGER
The Manager will act as, and provide all services customarily performed by,
the transfer and paying agent of the Fund including, without limitation, the
following:
(a) preparation and distribution to shareholders of reports, tax
information, notices, proxy statements and proxies;
(b) preparation and distribution of dividend and capital gain payments to
shareholders;
(c) issuance, transfer and registry of shares, and maintenance of open
account system;
(d) delivery, redemption and repurchase of shares, and remittances to
shareholders; and
(e) communication with shareholders concerning items (a), (b), (c) and (d)
above.
In the carrying out of this function, the Manager may contract with others
for data systems, processing services and other administrative services.
The Manager may at any time or times in its discretion appoint (and may at
any time remove) other parties as its agent to carry out such provisions of
the Agreement as the Manager may from time to time direct; provided,
however, that the appointment of any such agent shall not relieve the
Manager of any of its responsibilities or liabilities hereunder.
The Manager will maintain records in reasonable detail that will support
the amount it charges the Fund for performance of the services set forth in this
Section 1. At the end of each calendar month the Fund will pay the Manager for
its performance of these services.
2. LIMITATION OF LIABILITY OF THE MANAGER
The Manager shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the Manager's part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement.
3. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement may, on sixty days written notice, be terminated at any time
without the payment of any penalty, by the Board of Directors of the Fund, by
vote of a majority of the outstanding voting securities of the Fund, or by the
Manager.
4. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
5. ADDRESS FOR PURPOSE OF NOTICE
Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notices. Until further notice
to the other party, it is agreed that the address of the Fund and that of the
Manager for this purpose shall be the Principal Financial Group, ▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇.
6. MISCELLANEOUS
The captions in this Agreement are included for convenience of reference
only, and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized.
Principal MidCap Fund, Inc.
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Principal Management Corporation
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President