Principal Tax-Exempt Cash Management Fund
                  Verbal General Question and/or Voting Script
                       Shareholder Meeting - April 7, 1999



For use with incoming calls from shareholders who have questions,  or would like
to vote via telephone call.

Based on information from the caller, identify and verify the account on the PAR
system.  Ask the  shareholder  if he/she  has more than one (1)  account  in the
Principal Tax-Exempt Cash Management Fund (also check SHR6 and SHR1 for customer
to verify). If so, and the shareholder decides to vote via telephone, a separate
voting instruction form must be completed for each account.

Are you familiar with the proposals?  Do you have any questions?

         Take time to answer all questions  carefully.  Do not give advice. Many
         questions  can be addressed by  referring  to the proxy  statement  and
         reading  the  appropriate  sections.  See  note  below  about  detailed
         questions beyond your expertise.

If it's convenient,  with your permission,  I can prepare your written proxy and
forward  it to the fund  for you over the  telephone  right  now.  Will  this be
alright?

         Allow the person to give you a response.  If the person says he/she has
         already sent in the proxy, do not ask how he/she voted.

Here's  how we'll  proceed.  This call will be  recorded.  I'll ask you for your
name,  confirmation  of receipt of the  materials,  your  address and the last 4
digits of your  social  security  number.  I'll then take your  vote.  Within 72
hours,  we'll mail you a letter confirming your vote, which will tell you how to
make any changes if you wish. Are you ready?

         Depending  on  answer,  proceed  to take  the  vote or  answer  further
questions.

         Detailed  questions  beyond  your  knowledge  or  expertise  should  be
         referred to Brett Agnew (x89155), Jean Schustek (x56086), Ernie Gillum
         (x67372) or Art Filean (x75476).





First, I'll reintroduce  myself. My name is , with Principal Mutual Funds in Des
Moines. Today's date ____________________ and the time is ________________ .

May I please have your name? __________________________

Have you received the proxy materials? ______________

May I please have your address? _______________________________________________

And finally, the last 4 digits of your social security number? ____________

         Verify these on the account  screen.  You may not proceed  without this
         information.  If the  shareholder  refuses  to give  this  information,
         explain that it is for security  purposes only, to assure that only the
         proper  person  can  vote  his  shares.  However,  if  the  shareholder
         continues to resist, you have no choice but to politely end the call.

Now we'll proceed to the actual voting.

Your Board of Directors has made a proposal  which they have studied  carefully.
They recommend  that you vote in favor.  Let me read the proposal (then read the
proposal  as  written).  Would  you  like to vote in favor  of the  proposal  as
recommended by your Board?

         Record  the vote on the  voting  sheet.  For the  proposal,  the  valid
responses are:

                         F = For proposal.  
                         A = Against proposal. 
                         B = Abstain

Closing

I have  recorded  your vote.  You have  voted  ________________  (for,  against,
abstain). Is that correct?


In the next 72 hours,  we will mail you a letter  confirming  your vote.  If you
wish to change  your vote for any  reason,  please  call us at the phone  number
listed in the letter. Thank you for your time.

         Record the shareholder's  name,  account number and number of shares on
         your log.  Finish the phone call.  Record  their vote on the log sheet.
         Give all log sheets to Julie  Thorson  daily.  She will  forward all to
         Brett Agnew, Princor- Products, N-004-E20 at the end of each day.





                    Principal Tax-Exempt Cash Management Fund

                        Telephone Voting Instruction Form



Account No.:    ----------------------------              

Number of Shares:                         *
                              -----------
         *Caution: Shares on screen may vary from record date shares.
                           Retrieve from RBLI screen.

Shareholder:             ---------------------------    
                                 (Name)


(If Joint Account)


                         ---------------------------
                                 (Name)

Telephone call from:     ------------------------------

                                                      -----  a.m.
Date and time of call:   ---------------------,1999   -----  p.m.

Did you follow the script?     ------  Yes     -----  No

Did you read the proposal to the shareholder?  ----- Yes   -----  No


VOTE:   ------  Yes      ------  No    ------ Abstain


Did you tell Shareholder a confirmation of the vote will be
mailed to their address of record?  -----  Yes   -----   No

Other Comments:                           





Signature of person taking call: ------------------------------------