Name
Address
Address
PRINCIPAL TAX-EXEMPT CASH MANAGEMENT FUND, INC.
Des Moines, Iowa 50392-0200
(800) 944-8454
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PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
April 7, 1999
This proxy is solicited on behalf of the Board of Directors of the
Fund. The undersigned shareholder appoints Arthur S. Filean, Ernest H. Gillum
and Michael J. Beer, and each of them separately, Proxies, with power of
substitution, and authorizes them to represent and to vote as designated on this
ballot, at the meeting of shareholders of the Fund to be held April 7, 1999 at
2:00 p.m., CDT, and at any adjournments thereof, all the shares of the Fund that
the undersigned shareholder would be entitled to vote if personally present.
Check the appropriate box below on this ballot, date and sign exactly
as your name appears. Your signature acknowledges receipt of Notice of the
Special Meeting of Shareholders and Prospectus/Proxy Statement dated March 1,
1999. Shares will be voted as you instruct. If no direction is made, the proxy
will be voted FOR the proposal listed below. In their discretion the Proxies
will also be authorized to vote upon such other matters that may properly come
before the meeting.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS BALLOT. PLEASE MARK,
SIGN, DATE AND MAIL YOUR PROXY BALLOT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. If
shares are held jointly, either party may sign. If executed by a corporation, an
authorized officer must sign. Executors, administrators and trustees should so
indicate when signing. As an alternative to mailing, you may fax a copy of your
proxy ballot to (515)235-9235 (this is not a toll-free number) or you may call
toll-free (800)944-8454.
The Board of Directors recommends that shareholders vote FOR the following
proposal. Please make your choice below in blue or black ink. Example: {X} Sign
the proxy ballot and return it as soon as possible in the enclosed envelope.
Name Account#
Name Shares:
Address
Address
<PAGE>
1. Approval of the Agreement and Plan of Acquisition among Principal
Tax-Exempt Cash Management Fund, Inc., Principal Cash Management Fund, Inc. and
Principal Management Corporation, and the transaction contemplated thereby,
pursuant to which the Cash Management Fund would acquire all the assets and
assume all the liabilities of the Tax-Exempt Fund and issue in exchange shares
of its Class A commmon stock, and the Tax-Exempt Fund would distribute those
shares to its shareholders and then dissolve.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- ----------------- --------------------------- -----------------, 1999
Signature Signature (if held jointly) Date
<PAGE>
