SPECIAL MEETING OF SHAREHOLDER
OF
PRINCIPAL PARTNERS MIDCAP GROWTH FUND, INC.
680 8th Street, Des Moines, Iowa February 25, 2000 3:00 p.m.
A special meeting of the shareholder of Principal Partners MidCap
Growth Fund, Inc. (the "Corporation") was held at 680 8th Street, Des Moines,
Iowa at 3:00 p.m. on February 25, 2000.
The meeting was called to order by Mr. R. C. Eucher, who presided as
chairman of the meeting. Ms. J. B.
Schustek acted as secretary of the meeting. Also present was A. S. Filean.
The Secretary reported that the only shareholder of the Corporation was
Principal Life Insurance Company, the owner of 100% of the Class A Common Stock,
100% of the Class B Common Stock, 100% of the Class C Common Stock and 100% of
the Class R Common Stock, that all such shares were represented by proxies held
by Mr. Filean and that a quorum was present.
The Chairman directed that the proxies be appended to the minutes of
this meeting.
The Chairman then stated that it would be in order to elect directors
of the Corporation. Thereupon, Mr. Filean stated that on behalf of Principal
Life Insurance Company he proposed to nominate and elect a slate of directors.
Thereupon, the following resolution was duly adopted:
"BE IT RESOLVED, That the following eight persons be, and they hereby
are, elected to serve as directors of this Corporation until the next
meeting of stockholders or until their respective successors are
elected and qualified:
John E. Aschenbrenner Richard W.Gilbert
James D. Davis J. Barry Griswell
Ralph C. Eucher William C. Kimball
Pamela A. Ferguson Barbara A. Lukavsky
The Chairman stated that it would be in order to consider ratification
and approval of the Management Agreement between the Corporation and Principal
Management Corporation in the form approved by the Corporation's Board of
Directors. A copy of said agreement was presented at the meeting. Thereupon, the
following resolution was duly adopted by the vote of all the outstanding shares
of Common Stock of the Corporation:
"BE IT RESOLVED, That the Management Agreement between the Corporation
and Principal Management Corporation, which was approved by the Board
of Directors, including a majority of the non-interested directors
thereof, be, and it hereby is, ratified and approved."
The Chairman then stated that it would be appropriate to consider
ratification and approval of the Sub-Advisory Agreement between Principal
Management Corporation and Turner Investment Partners, Inc. in the form approved
by the Corporation's Board of Directors. A copy of such agreement was presented
at the meeting. Thereupon, the following resolution was duly adopted by the vote
of all the outstanding shares of Common Stock of the Corporation:
"BE IT RESOLVED, That the Sub-Advisory Agreement between Principal
Management Corporation and Turner Investment Partners, Inc. which was
approved by the Board of Directors, including a majority of the
non-interested directors thereof, be, and it hereby is, ratified and
approved."
The Chairman stated that it would be in order for the shareholders to
consider approval of a proposal that would permit Principal Management
Corporation to select and/or terminate sub-advisors for the Corporation after
approval by the Board but without obtaining shareholder approval. He noted that,
while the adoption of this resolution authorized the Corporation and Principal
Management to hire and fire sub-advisors without obtaining shareholder approval,
the Corporation may take advantage of that authorization only by observing the
conditions outlined Principal Management's application to the SEC seeking relief
from certain requirements of Section 15 of the Investment Company Act of 1940.
The following resolution was duly adopted by the vote of all of the outstanding
shares of the Common Stock of the Corporation:
"BE IT RESOLVED, That Principal Management Corporation is hereby
permitted to select and contract with sub-advisors after obtaining
approval from the Board of Directors, without obtaining shareholder
approval."
The Chairman then stated it was necessary to consider ratification and
approval of the Distribution and Shareholder Service Plan and Agreement for
Class A shares in the form adopted by the Corporation's Board of Directors
pursuant to Rule 12b-1 of the Investment Company Act of 1940. A copy of such
agreement was presented at the meeting. Thereupon, the following resolution was
duly adopted by the vote of all the outstanding Class A shares of Common Stock
of the Corporation:
"BE IT RESOLVED, That the Distribution and Shareholder Servicing Plan
and Agreement for Class A Shares, which was adopted by the Board of
Directors, including a majority of the non-interested directors
thereof, be, and it hereby is, ratified and approved."
The Chairman then stated it was necessary to consider ratification and
approval of the Distribution and Shareholder Service Plan and Agreement for
Class B shares in the form adopted by the Corporation's Board of Directors
pursuant to Rule 12b-1 of the Investment Company Act of 1940. A copy of such
agreement was presented at the meeting. Thereupon, the following resolution was
duly adopted by the vote of all the outstanding Class B shares of Common Stock
of the Corporation:
"BE IT RESOLVED, That the Distribution and Shareholder Servicing Plan
and Agreement for Class B Shares, which was adopted by the Board of
Directors, including a majority of the non-interested directors
thereof, be, and it hereby is, ratified and approved."
The Chairman then stated it was necessary to consider ratification and
approval of the Distribution and Shareholder Service Plan and Agreement for
Class C shares in the form adopted by the Corporation's Board of Directors
pursuant to Rule 12b-1 of the Investment Company Act of 1940. A copy of such
agreement was presented at the meeting. Thereupon, the following resolution was
duly adopted by the vote of all the outstanding Class C shares of Common Stock
of the Corporation:
"BE IT RESOLVED, That the Distribution and Shareholder Servicing Plan
and Agreement for Class C Shares, which was adopted by the Board of
Directors, including a majority of the non-interested directors
thereof, be, and it hereby is, ratified and approved."
The Chairman then stated it was necessary to consider ratification and
approval of the Distribution and Shareholder Service Plan and Agreement for
Class R shares in the form adopted by the Corporation's Board of Directors
pursuant to Rule 12b-1 of the Investment Company Act of 1940. A copy of such
agreement was presented at the meeting. Thereupon, the following resolution was
duly adopted by the vote of all the outstanding Class R shares of Common Stock
of the Corporation:
"BE IT RESOLVED, That the Distribution and Shareholder Servicing Plan
and Agreement for Class R Shares, which was adopted by the Board of
Directors, including a majority of the non-interested directors
thereof, be, and it hereby is, ratified and approved."
The Chairman then informed the meeting that the Corporation's Board of
Directors had selected Ernst & Young LLP as the independent public auditors for
the Corporation. Thereupon, the following resolution was duly adopted by the
vote of all the outstanding shares of Common Stock of the Corporation:
"BE IT RESOLVED, That the selection by the Board of Directors,
including a majority of the non-interested Directors thereof, of the
firm of Ernst & Young LLP as the independent public auditors for the
Corporation for the year ending October 31, 2000 be, and it hereby is,
ratified and approved, subject to the right of the Corporation, by vote
of a majority of the Corporation's outstanding voting securities at any
meeting called for the purpose, to terminate such employment forthwith
without any penalty."
There being no further business, the meeting was adjourned.
/s/ Jean B. Schustek
______________________________
Secretary of the Meeting
